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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 October 31, 2009

Index


Combined Condensed Statements of Income and Comprehensive Income for the Month Ended October 31, 2009 and Cumulative Post-Petition Period Ended October 31, 2009			3

Combined Condensed Balance Sheet			4

Notes to Unaudited Combined Condensed Financial Statements			5
Note 1: Chapter 11 Cases and Proceedings			5
Note 2: Basis of Presentation			6
Note 3: Summary of Significant Accounting Policies			7
Note 4: Cash and Cash Equivalents and Amounts Applicable to Debtor First-Lien Holders			7
Note 5: Certain Other Assets and Liabilities and Liabilities Subject to Compromise			8
Note 6: 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 October 31, 2009			11
Schedule II Schedule of Combined Condensed Balance Sheet as of October 31, 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			23
Schedule VI Schedule of Debtors’ Operating Property Aged Tenant Accounts Receivable			33
Schedule VII Status of Mortgages Payable For Debtors			34
Schedule VIII Chapter 11 Retained Professionals Detail			37
Schedule IX Schedule of Non-Noticed and De Minimis Asset Sales			38
Schedule X Debtors Questionnaire			40

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

COMBINED CONDENSED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)


				Cumulative Post-Petition
	Month Ended			Period Ended
	October 31, 2009			October 31, 2009
	(In thousands, except for
	per share amounts)
Revenues:
Minimum rents	$	139,390		$	900,829
Tenant recoveries		63,006			404,556
Overage rents		4,962			18,804
Land sales		1,387			4,590
Other		6,274			39,481

Total revenues		215,019			1,368,260

Expenses:
Real estate taxes		19,714			127,483
Repairs and maintenance		16,949			98,591
Marketing		2,418			14,153
Ground and other rents		844			6,880
Other property operating costs		28,645			182,309
Land sales operations		1,800			10,588
Provision for doubtful accounts		1,575			14,988
Property management and other costs		8,983			54,257
General and administrative		1,826			39,575
Provisions for impairment		—			133,327
Depreciation and amortization		49,889			334,919

Total expenses		132,643			1,017,070

Operating income		82,376			351,190

Interest (expense) income, net		(95,049	)		(629,581	)

Loss before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(12,673	)		(278,391	)
Benefit (provision) from income taxes		(354	)		2,415
Equity in income of Real Estate Affiliates		12,432			64,830
Reorganization items		(11,239	)		(58,754	)

Loss from continuing operations		(11,834	)		(269,900	)

Net loss		(11,834	)		(269,900	)
Allocation to noncontrolling interests		(758	)		(1,075	)

Net loss attributable to common stockholders	$	(12,592	)	$	(270,975	)


Basic and Diluted Loss Per Share:	$	(0.04	)	$	(0.87	)
Dividends declared per share		—			—

Comprehensive Loss, Net:
Net loss attributable to common stockholders	$	(12,592	)	$	(270,975	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		1,100			12,436
Accrued pension adjustment		(22	)		356
Foreign currency translation		3,528			47,856
Unrealized gains on available-for-sale securities		—			93

Other comprehensive income, net		4,606			60,741

Comprehensive loss attributable to common stockholders	$	(7,986	)	$	(210,234	)

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)


	October 31, 2009
	(Dollars in thousands)
Assets:
Investment in real estate:
Land	$	2,946,948
Buildings and equipment		19,476,669
Less accumulated depreciation		(4,033,161	)
Developments in progress		765,549

Net property and equipment		19,156,005
Investment in and loans to/from Unconsolidated Real Estate Affiliates		390,842
Investment property and property held for development and sale		1,185,610
Investment in controlled non-debtor entities		3,972,453

Net investment in real estate		24,704,910
Cash and cash equivalents		657,468
Accounts and notes receivable, net		328,755
Goodwill		205,257
Deferred expenses, net		243,235
Prepaid expenses and other assets		555,897

Total assets	$	26,695,522


Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,737
Deferred tax liabilities		906,021
Accounts payable and accrued expenses		693,892

Liabilities not subject to compromise		2,032,650

Liabilities subject to compromise		22,499,770

Total liabilities		24,532,420


Redeemable noncontrolling interests:
Preferred		120,756
Common		35,821

Total redeemable noncontrolling interests		156,577


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, 313,831,842 shares issued as of October 31, 2009		3,138
Additional paid-in capital		3,793,632
Retained earnings (accumulated deficit)		(1,723,376	)
Accumulated other comprehensive loss		(4,081	)
Less common stock in treasury, at cost, 1,449,939 shares as of October 31, 2009		(76,752	)

Total stockholder’s equity		1,992,561
Noncontrolling interests in consolidated real estate affiliates		13,964

Total equity		2,006,525

Total liabilities and equity	$	26,695,522

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 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 Bankruptcy Court 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, the Debtors have the right to request an extension of such exclusivity period to file a plan of reorganization until October 13, which extension is subject to the approval of the Bankruptcy Court.

One element to a plan of reorganization is the resolution of currently past due or imminently maturing mortgage debt. In such regard, certain of the Debtors (with approximately $9.2 billion of secured debt outstanding (the “Track 1 Debtors”)) have reached agreements in principle for the extension of such secured debt encumbering the properties owned by the Track 1 Debtors. Accordingly, on November 23, 2009, the Track 1 Debtors filed a notice of presentment indicating that the Track 1 Debtors will file a motion on December 1, 2009 regarding their Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. In principle, the secured debt agreements generally provide for, upon payment of certain extension fees and cure of previously unpaid amounts due on the applicable mortgage debt (primarily, principal amortization otherwise scheduled to have been paid since the Petition Date), the extension of the secured mortgage debt for periods ranging from 3.5 to 5 years at the previously existing interest rates. Accordingly, except for certain of the secured debt which will have more rapid principal amortization payment schedules, debt service requirements for these properties will resume unchanged from those that existed prior to the commencement of the applicable Chapter 11 Cases for the Track 1 Debtors. In addition, as November 12, 2009 was established as the claims bar date for the presentation of claims against the Debtors for liabilities to be resolved in their reorganization plans, the Track I Debtors have commenced the reconciliation process with respect to their applicable claims. The Track 1 Debtors intend to pay in full all Bankruptcy Court allowed unsecured claims. Accordingly, the Track 1 Debtors are planning to finalize these secured debt extension agreements in conjunction with confirmation of individual reorganization plans for each Track 1 Debtor by the Bankruptcy Court. The confirmation hearing on such reorganization plans of the Track 1 Debtors has been scheduled for December 15, 2009, with the anticipation that the Track 1 Debtors can emerge from the Chapter 11 Cases by December 31, 2009. The Chapter 11 Cases for the remaining 212 Debtors (the “2010 Track Debtors”) will continue unchanged by the resolution of the Chapter 11 Cases applicable to the Track 1 Debtors.

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

Debtors (the “2010 Track Debtors”) will continue unchanged by the resolution of the Chapter 11 Cases applicable to the Track 1 Debtors.

NOTE 2 Basis of Presentation

The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Office of the United States Trustee (the “U.S. Trustee”) and the Bankruptcy Court. As a result, only relevant financial information for the Debtors has been included in the information presented in the Monthly Operating Report. Accordingly, a significant number of legal entities owned and controlled by GGP, and the related assets, liabilities and operating results of such entities, have been excluded from this Monthly Operating Report as such entities are operating outside of the provisions of Chapter 11. The Debtors’ ownership interest in such excluded entities (the “Non-Debtors”) has been reflected as investment in controlled Non-Debtors at the Debtors’ ownership share (typically 100%). In addition, the applicable earnings/loss of such controlled Non-Debtor entities, along with the Debtors’ share of the applicable income/loss of Unconsolidated Real Estate Affiliates, has been included in the equity in income of Real Estate Affiliates. Further, in the Combined Condensed Statement of Income and Comprehensive Income, the operations for the Debtors are presented from each of their respective 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. In addition, the financial information contained in such financial statements for the Debtors is preliminary and unaudited and does not purport to show the results of operations or statements of position in accordance with GAAP as, primarily, only normal recurring adjustments are made for the routine monthly closing of our books. Accordingly, certain reclassifications, eliminations, accruals, valuations, reserve adjustments and disclosure items may not have been made for such purposes of this Monthly Operating Report. If this information had been subject to the procedures performed to prepare our quarterly and annual financial information in accordance with GAAP and the rules and regulations of the SEC, we believe that the financial information could be subject to changes and such changes could be material. Therefore, there

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

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.

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 October 31, 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 $365.6 million. In addition, as of November 27, 2009, the aggregate amount held in the combined GGPLP cash account upon which the first-lien holders have such lien rights was approximately $424.1 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:


	October 31, 2009
	(In thousands)
Below-market ground leases	$	183,057
Prepaid expenses		86,352
Real estate tax stabilization agreement		72,261
Receivables — finance leases and bonds		70,192
Special Improvement District receivable		48,621
Security and escrow deposits		43,737
Above-market tenant leases		25,164
Deferred tax, net of valuation allowances		11,908
Other		14,605

Total prepaid expenses and other assets	$	555,897

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


	October 31, 2009
	(In thousands)
Utility and other security deposits	$	28,635
Operating funds — restricted		7,015
Construction/major maintenance reserves		4,240
Collateralized letters of credit and other credit support		1,908
Real estate tax escrows		455
Other miscellaneous escrows		1,484

Total security and escrow deposits	$	43,737

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 October 31, 2009, as payment of any of such obligations are limited or precluded by the operation of Chapter 11 (see Schedule X).


	October 31, 2009
	(In thousands)
Accrued interest	$	328,248
Accounts payable and accrued expenses		285,871
Construction payable		152,036
Uncertain tax position liabilities		120,691
Accrued real estate taxes		93,978
Accrued payroll and other employee liabilities		70,836
Hughes accrued participation		69,575
Deferred gains/income		68,251
Below-market tenant leases		57,425
Unapplied cash receipts		28,611
Accounts payable to affiliates		(90,542	)
Other		175,622

Total accounts payable and accrued expenses		1,360,602
Less: amounts not subject to compromise		(693,892	)

Total accounts payable and accrued expenses subject to compromise	$	666,710

The following table summarizes the amounts of LSTC at October 31, 2009:


	(In thousands)
Mortgages and secured notes	$	15,840,377
Unsecured notes		5,992,683
Accounts payable and accrued expenses		666,710

Total liabilities subject to compromise	$	22,499,770

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 October 31, 2009. Claims may result if an executory contract is rejected; however, no such potential claims have been recorded or reflected at this time. As of November 12, 2009, the Bankruptcy Court approved time period to assume or reject any unexpired lease where a Debtor is a lessee expired with no additional leases being rejected.

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	October 31, 2009		October 31, 2009
	(In thousands)
Insider compensation	$	1,229	$	8,567
Public Company expense*		575		28,571
Travel, entertainment, insurance and other		22		2,437

Total general and administrative	$	1,826	$	39,575


*		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)	October 31, 2009			October 31, 2009
	(In thousands)
Gains on liabilities subject to compromise ⁽¹⁾	$	(481	)	$	(5,530	)
Interest income ⁽²⁾		(1	)		(24	)
U.S. Trustee fees ⁽³⁾		863			3,381
Restructuring costs — Chapter 11 Retained Professionals ⁽⁴⁾		8,021			55,375
Restructuring costs — other professional fees ⁽⁵⁾		2,837			5,552

Total reorganization items	$	11,239		$	58,754


(1)		This amount primarily includes repudiation, rejection or termination of contracts or guarantee of obligations. At October 31, 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 October 31, 2009
							Combined
	Debtors			Eliminations			Debtors
	(In thousands, except for per share amounts)
Revenues:
Minimum rents	$	139,394		$	(4	)	$	139,390
Tenant recoveries		63,006			—			63,006
Overage rents		4,962			—			4,962
Land sales		1,387			—			1,387
Other		6,274			—			6,274

Total revenues		215,023			(4	)		215,019

Expenses:
Real estate taxes		19,714			—			19,714
Repairs and maintenance		16,949			—			16,949
Marketing		2,418			—			2,418
Ground and other rents		840			4			844
Other property operating costs		28,708			(63	)		28,645
Land sales operations		1,800			—			1,800
Provision for doubtful accounts		1,575			—			1,575
Property management and other costs		8,920			63			8,983
General and administrative		1,834			(8	)		1,826
Provisions for impairment		—			—			—
Depreciation and amortization		49,889			—			49,889

Total expenses		132,647			(4	)		132,643

Operating income		82,376			—			82,376

Interest (expense) income, net		(95,251	)		202			(95,049	)

(Loss) income before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(12,875	)		202			(12,673	)
Provision for income taxes		(354	)		—			(354	)
Equity in income of Real Estate Affiliates		1,025			11,407			12,432
Reorganization items		(11,239	)		—			(11,239	)

Net (loss) income		(23,443	)		11,609			(11,834	)
Allocation to noncontrolling interests		(1,007	)		249			(758	)

Net (loss) income attributable to common stockholders	$	(24,450	)	$	11,858		$	(12,592	)


Basic and Diluted Earnings Per Share:	$	(0.08	)	$	0.04		$	(0.04	)

Comprehensive Loss, Net:
Net (loss) income attributable to common stockholders	$	(24,450	)	$	11,858		$	(12,592	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		1,126			(26	)		1,100
Accrued pension adjustment		(22	)		—			(22	)
Foreign currency translation		3,612			(84	)		3,528

Other comprehensive income (loss), net		4,716			(110	)		4,606

Comprehensive loss attributable to common stockholders	$	(19,734	)	$	11,748		$	(7,986	)

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 October 31, 2009
							Combined
	Debtors			Eliminations			Debtors
				(In thousands)
Assets:
Investment in real estate:
Land	$	2,946,948		$	—		$	2,946,948
Buildings and equipment		19,476,669			—			19,476,669
Less accumulated depreciation		(4,033,161	)		—			(4,033,161	)
Developments in progress		837,945			(72,396	)		765,549

Net property and equipment		19,228,401			(72,396	)		19,156,005
Investment in and loans to/from Unconsolidated Real Estate Affiliates		610,959			(220,117	)		390,842
Investment property and property held for development and sale		1,113,474			72,136			1,185,610
Investment in controlled non-debtor entities		16,671,261			(12,698,808	)		3,972,453

Net investment in real estate		37,624,095			(12,919,185	)		24,704,910
Cash and cash equivalents		645,486			11,982			657,468
Accounts and notes receivable, net		328,755			—			328,755
Goodwill		205,257			—			205,257
Deferred expenses, net		243,235			—			243,235
Prepaid expenses and other assets		585,446			(29,549	)		555,897

Total assets	$	39,632,274		$	(12,936,752	)	$	26,695,522


Liabilities and Equity:
Mortgages, notes and loans payable	$	400,000		$	—		$	400,000
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,737			—			32,737
Deferred tax liabilities		906,021			—			906,021
Accounts payable and accrued expenses		725,153			(31,261	)		693,892

Total liabilities not subject to compromise		2,063,911			(31,261	)		2,032,650
Liabilities subject to compromise		22,968,322			(468,552	)		22,499,770

Total liabilities		25,032,233			(499,813	)		24,532,420


Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		23,254			12,567			35,821

Total redeemable noncontrolling interests		144,010			12,567			156,577


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, 313,831,842 shares issued as of October 31, 2009		3,138			—			3,138
Additional paid-in capital		9,577,377			(5,783,745	)		3,793,632
Retained earnings (accumulated deficit)		4,942,485			(6,665,861	)		(1,723,376	)
Accumulated other comprehensive loss		(4,181	)		100			(4,081	)
Less common stock in treasury, at cost, 1,449,939 shares as of October 31, 2009		(76,752	)		—			(76,752	)

Total stockholder’s equity		14,442,067			(12,449,506	)		1,992,561
Noncontrolling interests in consolidated real estate affiliates		13,964			—			13,964

Total equity		14,456,031			(12,449,506	)		2,006,525

Total liabilities and equity	$	39,632,274		$	(12,936,752	)	$	26,695,522

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 October 31, 2009


Gross Wage	Employee Payroll		Employer Payroll
Expense (c)	Taxes Withheld (a)		Taxes Remitted (b)
	(In thousands)
$21,340	$	5,362	$	981

(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 October 23, 2009.

(c)		Includes approximately $4.5 million of discretionary and deferred quarterly bonuses (as approved by the Bankruptcy Court and pursuant to existing employment agreements) to the Chief Executive Officer and the President of the company.

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


			Amounts Paid
	Amount Accrued		Month Ended
	October 31, 2009		October 31, 2009
	(In thousands)
Federal and state income taxes	$	3,879	$	—

State and local taxes:
Property *		93,978		15,013
Sales and use		1,429		1,388
Franchise		2,383		272
Other		65		42

Total state and local taxes		97,855		16,715

Total taxes	$	101,734	$	16,715


*		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
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
	(In thousands)
10 COLUMBIA CORPORATE CENTER	$	—	$	—
10000 COVINGTON CROSS		—		—
10000 WEST CHARLESTON		—		1
10190 COVINGTON CROSS		—		—
1120/40 TOWN CENTER DRIVE		—		—
1160/80 TOWN CENTER DRIVE		—		—
1201/41 TOWN CENTER DR 2ND U3		—		—
1201/41 TOWN CENTER DRIVE		—		—
1240 ALA MOANA BLVD		—		—
1251/81 TOWN CENTER DRIVE		—		—
1290 ALA MOANA BLVD		—		—
1551 HILLSHIRE DRIVE		—		8
1635 VILLAGE CENTER CIRCLE		—		—
1645 VILLAGE CENTER CIRCLE		—		—
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		15		23
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		—		—
9950/80 COVINGTON CROSS		—		—
ALA MOANA CENTER		2,504		—
ALA MOANA PACIFIC CENTER		—		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
	(In thousands)
ALA MOANA PLAZA		—		—
ALA MOANA TOWER		—		—
ALA MOANA-KAPIOLANI PROPERTIES		—		—
ALA MOANA-KONA STREET		—		—
ALAMEDA PLAZA		152		—
ANIMAS VALLEY MALL		195		—
APACHE MALL		—		—
ARIZONA CENTER		133		60
ARIZONA CENTER ARIZONA CENTER ONE		469		16
ARIZONA CENTER ARIZONA CENTER TWO		468		14
ARIZONA CENTER CINEMA		9		8
ARIZONA CENTER GARDEN OFFICE		32		—
ARIZONA CENTER OFFICE		58		—
ARIZONA CENTER OTHER		—		—
ARIZONA CENTER PARKING		114		8
ARIZONA CENTER-WEST PRKNG LOT		—		—
AUGUSTA MALL		576		—
AUGUSTA MALL ANCHOR ACQ		288		—
AUSTIN BLUFFS PLAZA		42		—
AUSTIN MALL LTD PARTNERSHIP		—		—
BAILEY HILL		6		—
BASKIN ROBBINS		5		—
BAY CITY MALL		—		—
BAYSHORE MALL		161		—
BEACHWOOD PLACE		3,255		—
BELLIS FAIR		45		200
BIRCHWOOD MALL		7		—
BOISE TOWN SQUARE ANCHOR ACQ		63		—
BOISE TOWNE PLAZA		175		—
BOISE TOWNE SQUARE		1,498		—
BRASS MILL CENTER		—		—
BRASS MILL COMMONS		—		—
BURLINGTON TOWN CENTER		47		15
BURLINGTON TOWN CENTER OFFICE		9		—
CACHE VALLEY MALL		239		—
CACHE VALLEY MARKETPLACE		95		—
CALENDONIAN HOLDING		—		—
CANYON POINT		—		—
CAPITAL MALL		257		—
CENTURY PLAZA		63		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
	(In thousands)
CHAPEL HILLS MALL		1,040		—
CHICO MALL		158		—
CHULA VISTA CENTER		262		1
COLLIN CREEK		1,481		—
COLLIN CREEK-DILLARDS		—		—
COLONY SQUARE MALL		320		—
COLUMBIA BANK DRIVE THRU		—		—
COLUMBIA CENTER-C.A. BUILDING		—		—
COLUMBIA CENTER-EXHIBIT BLDG		—		—
COLUMBIA DEVELOPMENT CORPORATION		—		—
COLUMBIA MALL		467		—
COLUMBIANA CENTER		1,275		—
CORONADO MALL		611		—
CORPORATE POINTE #2		8		—
CORPORATE POINTE #3		12		—
COTTONWOOD MALL		236		—
COTTONWOOD SQUARE		35		—
COUNTRY HILL PLAZA		112		—
CROSSING BUSINESS CENTER #6		—		—
CROSSING BUSINESS CENTER #7		—		—
CROSSROADS CENTER (MN)		—		1,452
DEERBROOK MALL		1,206		—
DEERBROOK MALL ANCHOR ACQ		56		—
DIVISION CROSSING		76		—
DMV BUILDING		—		—
EAGLE RIDGE MALL		436		—
EASTRIDGE MALL (CA)		548		—
EASTRIDGE MALL (WY)		219		—
EDEN PRAIRIE CENTER		—		2,093
EDEN PRAIRIE CENTER ANCHOR ACQ		—		108
ELK GROVE PROMENADE		1,167		—
FALLBROOK CENTER		499		—
FANEUIL HALL MARKETPLACE		—		1,017
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		—		—
FASHION PLACE		683		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
FASHION PLACE ANCHOR ACQ		75		—
FASHION SHOW		2		—
FIFTY COLUMBIA CORPORATE CTR, INC.		—		—
FOODMAKER, INC.		—		—
FOOTHILLS MALL		773		—
FORT UNION		54		—
FORTY COLUMBIA CORP CTR, INC.		—		—
FOUR SEASONS TOWN CENTRE MALL		—		—
FOUR STATE/TRC OF NEVADA		—		—
FOX RIVER MALL		1,197		—
FREMONT VILLAGE		—		—
GARDEN OFFICE BUILDING		—		—
GATEWAY CROSSING SHOPPING CTR		159		—
GATEWAY MALL		320		—
GGPLP-SHARED		1,639		—
GGPLP-VICTORIA WARD		—		—
GLENBROOK SQUARE		5,972		—
GLENBROOK SQUARE ANCHOR ACQ		171		—
GRAND TETON MALL		663		—
GRAND TETON PLAZA		149		—
GRAND TRAVERSE MALL		8		—
GREENGATE MALL, INC.		—		—
GREENWOOD MALL		30		368
HALEKAUWILA BUILDING		—		—
HALSEY CROSSING		25		—
HARBORPLACE		—		26
COLUMBIA HRD BENSON LEASES		—		—
HUGHES SUMMERLIN OTHER		—		—
HULEN MALL		1,672		—
JORDAN CREEK TOWN CENTER		3,544		—
JP REALTY ADJUSTMENTS		—		—
KADOWAKI, JAY		—		—
KAMAKEE BUILDING		—		—
KAMANI BUILDING		—		—
KENDALL TOWN CENTER		—		—
KLING TRUST (CLIFFORD ET AL)		—		—
KNOLLWOOD MALL		—		193
LAKEMOOR		—		—
LAKESIDE MALL		—		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
				Amount Paid
	Amount Accrued			Month Ended
Operating Property	October 31, 2009			October 31, 2009
LAKEVIEW SQUARE		92			—
LANDMARK MALL		163			—
LANSING MALL		278			—
LINCOLNSHIRE COMMONS		349			—
LOCKPORT MALL		—			—
LYNNHAVEN MALL		825			—
MALL AT SIERRA VISTA		145			219
MALL OF LOUISIANA		763			—
MALL OF LOUSIANA POWER CENTER		121			—
MALL OF THE BLUFFS		1,821			—
MALL ST. MATHEWS		580			83
MALL ST. VINCENT		521			—
MARKET PLACE SHOPPING CENTER		1,393			—
MAYFAIR BANK TOWER		256			—
MAYFAIR MALL		3,700			—
MAYFAIR NORTH TOWER		268			—
MAYFAIR PROFESSIONAL		102			—
MAYFAIR-AURORA HEALTH CENTER		244			—
MONDAWMIN MALL		—			—
MONDAWMIN MALL-OFFICE		—			—
MORENO VALLEY MALL		98			7
NATICK-NOUVELLE AT NATICK		(399	)		399
NEIGHBORHOOD STORES		—			—
NEWGATE MALL		601			—
NEWPARK MALL		306			—
NEWPARK MALL ANCHOR ACQ		52			—
NORTH PLAINS MALL		49			—
NORTH POINT MALL		1,997			—
NORTH STAR MALL		2,830			—
NORTH STAR MALL ANCHOR ACQ		349			—
NORTH TOWN MALL		10			572
NORTHGATE MALL		540			—
NORTHRIDGE FASHION CENTER		797			—
OAKWOOD CENTER		381			—
OAKWOOD MALL		985			—
OGLETHORPE MALL		469			—
OREM PLAZA CENTER STREET		61			—
OREM PLAZA STATE STREET		28			—
OTHER HUGHES PROPERTIES		—			—
OVIEDO MARKETPLACE		515			—
OWINGS MALL		—			3

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
				Amount Paid
	Amount Accrued			Month Ended
Operating Property	October 31, 2009			October 31, 2009
	(In thousands)
OWINGS MILLS-OFFICE ALLOCATIONS		—			—
OXMOOR MALL		628			—
PARK CITY CENTER		—			—
PARK MEADOWS		—			—
PARK PLACE		450			522
PARK WEST		463			437
PEACHTREE MALL		605			—
PECANLAND MALL		531			—
PECANLAND MALL ANCHOR ACQ		42			—
PIEDMONT MALL		84			—
PIERRE BOSSIER MALL		197			—
PINE RIDGE MALL		379			—
PIONEER PLACE		202			—
PIONEER PLACE LP EXPANSION		214			—
PIONEER TOWER		269			—
PIONEER TOWER GARAGE		34			—
PLAZA 800		—			—
PLAZA 9400		107			—
POHUKAINA CENTER		—			—
POHUKAINA COURT		—			—
PRICE NT CORP		—			—
PRINCE KUHIO PLAZA		—			—
PROVIDENCE PLACE		—			200
PROVO PLAZA		31			—
RED CLIFFS MALL		234			—
RED CLIFFS PLAZA		50			—
REDLANDS PROMENADE		132			—
REGENCY SQUARE MALL		1,061			—
RIDGEDALE CENTER		—			1,771
RIDGLEY BUILDING		—			—
RIO WEST MALL		185			—
RIVER FALLS		1,363			—
RIVER HILLS MALL		1,330			773
RIVER POINTE PLAZA		89			—
RIVERLANDS SHOPPING CENTER		49			—
RIVERSIDE PLAZA		121			—
RIVERTOWN CROSSINGS		(31	)		31
ROGUE VALLEY MALL		264			—
SAINT LOUIS GALLERIA		3,171			—
SALEM CENTER		180			—
SIKES SENTER		1,006			—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
	(In thousands)
SILVER LAKE MALL		199		—
SOONER MALL		324		—
SOUTH STREET MARKETPLACE THEAT		161		—
SOUTH STREET SEAPORT		—		—
SOUTHLAKE MALL		874		—
SOUTHLAND CENTER (MI)		—		—
SOUTHLAND MALL (CA)		541		—
SOUTHSHORE MALL		—		68
SOUTHWEST OFF CTR I		141		—
SOUTHWEST OFF CTR II		44		—
SOUTHWEST PLAZA		1,899		—
SPRING HILL MALL		1,909		—
ST LOUIS GALLERIA ANCH ACQ		64		—
STATEN ISLAND ALLOCATION-B		—		—
STATEN ISLAND MALL		—		—
STATEN ISLAND MALL CENTER, INC		—		—
STATEN ISLAND MALL PHASE I		—		—
STATEN ISLAND MALL PHASE II		—		—
STATEN ISLAND THE CROSSINGS		—		—
STATEN ISLAND-ALLOCATION A		—		—
STEEPLEGATE MALL		—		—
STONESTOWN GALLERIA		1,203		—
STONESTOWN MEDICAL BUILDING		75		—
THE BOULEVARD MALL		—		176
THE BRIDGES AT MINT HILL		16		—
THE COMMONS AT FOOTHILLS MALL		27		—
THE CROSSROADS (MI)		—		—
THE GALLERY AT HARBORPLACE		—		—
THE GALLERY AT HARBORPLACE-GARAGE		1,023		—
THE GALLERY AT HARBORPLACE-OFFICE		—		—
THE GALLERY AT HARBORPLACE-OTHER		—		—
THE GRAND CANAL SHOPPES		—		—
THE HUGHES CORPORATION		—		—
THE MAINE MALL		338		—
THE PINES		82		—
THE PLAZA AT FOOTHILLS MALL		63		—
THE SHOPS AT FALLEN TIMBERS		1528		—
THE SHOPS AT FOOTHILIS MALL		102		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	October 31, 2009		October 31, 2009
	(In thousands)
THE SHOPS AT SUMMERLIN CENTRE		123		53
THE VILLAGE AT REDLANDS		66		—
THE VILLAGE OF CROSS KEYS		—		2
THE VILLAGE OF CROSS KEYS OFFICE		—		—
THE WOODLANDS MALL		1,324		—
THE WOODLANDS MALL ANCHOR ACQ		77		—
THHC LAND (WOBU)		—		—
THREE RIVERS MALL		—		102
TOWN EAST MALL		2,965		—
TRCLP		—		6
TRCLP OPER PROP ADJ		—		—
TRCLP-SOLD/CLOSED		—		—
TRS — PARK WEST		—		—
TRS 9		—		—
TRS1 LAND ADJUSTMENT		—		—
TRS2-SOLD PROPERTIES		—		—
TRS3-SOLD PROPERTIES		—		—
TRS5-SOLD PROPERTIES		—		—
TUCSON ANCHOR ACQ		22		—
TUCSON ENTERTAINMENT PAVILION		14		—
TUCSON MALL		321		536
TWINS FALLS CROSSINGS		28		—
TYSONS GALLERIA		808		—
UNIVERSITY CROSSING		187		—
VALLEY HILLS MALL		405		—
VALLEY PLAZA ANCHOR ACQ		—		—
VALLEY PLAZA MALL		303		—
VCK ALLOCATION		—		—
VCK ALLOCATION-ALL		—		—
VCK CROSS KEYS INN		—		—
VICTORIA WARD ADJ		—		—
VICTORIA WARD SHARED OPERATION		30		—
VILLAGE AT JORDAN CREEK		932		—
VILLAGE SQUARE-RETAIL PH III		—		—
VISALIA MALL		153		—
VISTA COMMONS		—		—
VISTA RIDGE MALL		1,735		—
WASHINGTON PARK MALL		132		—
WEST VALLEY MALL		284		—
WESTWOOD MALL		5		—

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		October 31, 2009
			(In thousands)
South Street Seaport Limited Partnership		09-11963	$	1,476
Seaport Marketplace, LLC		09-11964		—
Seaport Marketplace Theatre, LLC		09-11965		3
Lockport L.L.C.		09-11966		9
RASCAP Realty, Ltd.		09-11967		—
Bellis Fair Partners		09-11968		1,043
GGP-Mint Hill L.L.C.		09-11969		—
Pines Mall Partners		09-11970		58
GGP-Grandville L.L.C.		09-11971		1,137
GGP-Grandville II L.L.C.		09-11972		—
GGP-Redlands Mall, L.P.		09-11973		65
La Place Shopping, L.P.		09-11974		26
GGP-Tucson Land L.L.C.		09-11975		26
Tucson Anchor Acquisition, LLC		09-11976		2,830
General Growth Properties, Inc.		09-11977		—
GGP Limited Partnership		09-11978		27,634
Rouse LLC		09-11979		—
GGP American Properties Inc.		09-11980		—
Caledonian Holding Company, Inc.		09-11981		—
GGPLP L.L.C.		09-11982		2
Rouse Company LP, The		09-11983		2,639
TRC Co-Issuer, Inc.		09-11984		—
Oakwood Shopping Center Limited Partnership		09-11985		403
Alameda Mall Associates		09-11986		790
Bay Shore Mall Partners		09-11987		410
Chico Mall, L.P.		09-11988		399
Lansing Mall Limited Partnership		09-11989		429
GGP-Pecanland, L.P.		09-11990		405
GGP-Pecanland II, L.P.		09-11991		—
Southland Mall, L.P.		09-11992		1,605
South Shore Partners, L.P.		09-11993		102
Price Financing Partnership, L.P.		09-11994		—
Price GP L.L.C.		09-11995		—
HHP Government Services, Limited Partnership		09-11996		7
Ho Retail Properties I Limited Partnership		09-11997		270
New Orleans Riverwalk Associates		09-11998		679
New Orleans Riverwalk Limited Partnership		09-11999		—
White Marsh General Partnership		09-12000		577
White Marsh Mall Associates		09-12001		577
White Marsh Phase II Associates		09-12002		577

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		October 31, 2009
			(In thousands)
Parke West, LLC		09-12003		533
GGP-Newpark L.L.C.		09-12004		790
Elk Grove Town Center, L.P.		09-12005		12
Baltimore Center Associates Limited Partnership		09-12006		1,046
Baltimore Center Garage Limited Partnership		09-12007		118
Century Plaza L.L.C.		09-12008		98
Harbor Place Associates Limited Partnership		09-12009		389
Price Development Company, Limited Partnership		09-12010		74
Rouse-Phoenix Theatre Limited Partnership		09-12011		15
Rouse-Arizona Retail Center Limited Partnership		09-12012		410
Rouse-Phoenix Master Limited Partnership		09-12013		—
Saint Louis Land L.L.C.		09-12014		—
Southland Center, LLC		09-12015		868
GGP-North Point Land L.L.C.		09-12016		—
Majestic Partners-Provo, LLC		09-12017		1
GGP-Mall of Louisiana, L.P.		09-12018		1,300
NewPark Anchor Acquisition, LLC		09-12019		—
Parkview Office Building Limited Partnership		09-12020		65
Parkside Limited Partnership		09-12021		62
Park Square Limited Partnership		09-12022		74
Rouse SI Shopping Center, LLC		09-12023		3,141
Augusta Mall, LLC		09-12024		1,419
Burlington Town Center LLC, The		09-12025		398
Fashion Show Mall LLC		09-12026		4,407
GGP Ala Moana L.L.C.		09-12027		9,757
GGP Jordan Creek L.L.C.		09-12028		1,234
GGP Village at Jordan Creek L.L.C.		09-12029		31
GGP-Four Seasons L.L.C.		09-12030		806
Lincolnshire Commons, LLC		09-12031		191
Phase II Mall Subsidiary, LLC		09-12032		2,013
St. Cloud Mall L.L.C.		09-12033		1,974
Valley Hills Mall L.L.C.		09-12034		610
GGP Holding, Inc.		09-12035		218
The Rouse Company BT, LLC		09-12036		—
Rouse Company Operating Partnership LP, The		09-12037		—
10000 West Charleston Boulevard, LLC		09-12040		193
10190 Covington Cross, LLC		09-12041		105
1120/1140 Town Center Drive, LLC		09-12042		55
1160/1180 Town Center Drive, LLC		09-12043		38
1201-1281 Town Center Drive, LLC		09-12044		45

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		October 31, 2009
			(In thousands)
1251 Center Crossing, LLC		09-12045		—
1450 Center Crossing Drive, LLC		09-12046		18
1451 Center Crossing Drive, LLC		09-12047		10
1551 Hillshire Drive, LLC		09-12048		129
1635 Village Centre Circle, LLC		09-12049		25
1645 Village Center Circle, LLC		09-12050		30
9901-9921 Covington Cross, LLC		09-12051		21
9950-9980 Covington Cross, LLC		09-12052		23
Alameda Mall, L.L.C.		09-12053		—
Apache Mall, LLC		09-12054		585
Arizona Center Parking, LLC		09-12055		85
Augusta Mall Anchor Acquisition, LLC		09-12056		18
Augusta Mall Anchor Holding, LLC		09-12057		—
Augusta Mall Holding, LLC		09-12058		—
Austin Mall Limited Partnership		09-12059		1
Austin Mall, LLC		09-12060		—
Bakersfield Mall, Inc.		09-12061		—
Bakersfield Mall LLC		09-12062		639
Baltimore Center, LLC		09-12063		—
Bay City Mall Associates L.L.C.		09-12064		271
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		1,965
Benson Park Business Trust		09-12069		1
Birchwood Mall, LLC		09-12070		157
Boise Mall, LLC		09-12071		667
Boise Town Square Anchor Acquisition, LLC		09-12072		1
Boise Towne Plaza L.L.C.		09-12073		49
Boulevard Associates		09-12074		1,289
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		119
Century Plaza, Inc.		09-12080		—
Champaign Market Place L.L.C.		09-12081		1,080
Chapel Hills Mall L.L.C.		09-12082		750
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		October 31, 2009
			(In thousands)
Chula Vista Center, LLC		09-12085		215
Collin Creek Anchor Acquisition, LLC		09-12086		—
Collin Creek Mall, LLC		09-12087		742
Colony Square Mall L.L.C.		09-12088		96
Columbia Mall L.L.C.		09-12089		719
Coronado Center L.L.C.		09-12090		1,217
Coronado Center Holding L.L.C.		09-12091		—
Cottonwood Mall, LLC		09-12092		248
Country Hills Plaza, LLC		09-12093		77
Deerbrook Mall, LLC		09-12094		778
DK Burlington Town Center LLC		09-12095		—
Eagle Ridge Mall, Inc.		09-12096		—
Eagle Ridge Mall, L.P.		09-12097		469
Eastridge Shopping Center L.L.C.		09-12098		1,359
Eden Prairie Anchor Building L.L.C.		09-12099		111
Eden Prairie Mall, Inc.		09-12100		—
Eden Prairie Mall L.L.C.		09-12101		2,719
Elk Grove Town Center L.L.C.		09-12102		—
ER Land Acquisition L.L.C.		09-12103		—
Fallbrook Square Partners Limited Partnership		09-12104		547
Fallbrook Square Partners L.L.C.		09-12105		—
Fallen Timbers Shops, LLC		09-12106		184
Fallen Timbers Shops II, LLC		09-12107		—
Faneuil Hall Marketplace, LLC		09-12108		2,257
Fashion Place, LLC		09-12109		4,469
Fashion Place Anchor Acquisition, LLC		09-12110		8
Fifty Columbia Corporate Center, LLC		09-12111		—
Forty Columbia Corporate Center, LLC		09-12112		—
Fox River Shopping Center, LLC		09-12113		1,433
Franklin Park Mall, LLC		09-12114		—
Franklin Park Mall Company, LLC		09-12115		—
Gateway Crossing L.L.C.		09-12116		71
Gateway Overlook Business Trust		09-12117		427
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		2
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		October 31, 2009
			(In thousands)
GGP Ivanhoe II, Inc.		09-12125		—
GGP Ivanhoe IV Services, Inc.		09-12126		—
GGP Kapiolani Development L.L.C.		09-12127		51
GGP Knollwood Mall, LP		09-12128		429
GGP Natick Residence LLC		09-12129		958
GGP Savannah L.L.C.		09-12130		—
GGP/Homart, Inc.		09-12131		42
GGP/Homart Services, Inc.		09-12132		—
GGP-Bay City One, Inc.		09-12133		—
GGP-Brass Mill, Inc.		09-12134		1,023
GGP-Burlington L.L.C.		09-12135		—
GGP-Canal Shoppes L.L.C.		09-12136		—
GGP-Foothills L.L.C.		09-12137		223
GGP-Glenbrook L.L.C.		09-12138		992
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		1,640
GGP-Maine Mall Holding L.L.C.		09-12145		—
GGP-Maine Mall Land L.L.C.		09-12146		—
GGP-Moreno Valley, Inc.		09-12147		1,098
GGP-Newgate Mall, LLC		09-12148		742
GGP-Newpark, Inc.		09-12149		—
GGP-North Point, Inc.		09-12150		1,302
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		959
GGP-Tucson Mall L.L.C.		09-12155		1,819
GGP-UC L.L.C.		09-12156		76
Grand Canal Shops II, LLC		09-12157		3,185
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		October 31, 2009
			(In thousands)
Ho Retail Properties II Limited Partnership		09-12165		138
Hocker Oxmoor, LLC		09-12166		615
Hocker Oxmoor Partners, LLC		09-12167		—
Howard Hughes Canyon Pointe Q4, LLC		09-12168		64
Howard Hughes Corporation, The		09-12169		3,947
Howard Hughes Properties, Inc.		09-12170		1,620
Howard Hughes Properties, Limited Partnership		09-12171		23
Howard Hughes Properties IV, LLC		09-12172		13
Howard Hughes Properties V, LLC		09-12173		16
HRD Parking, Inc.		09-12174		9
HRD Remainder, Inc.		09-12175		6
Hulen Mall, LLC		09-12176		731
Hughes Corporation, The		09-12177		—
Kapiolani Condominium Development, LLC		09-12178		—
Kapiolani Retail, LLC		09-12179		—
Knollwood Mall, Inc.		09-12180		—
Lakeside Mall Holding, LLC		09-12181		—
Lakeside Mall Property LLC		09-12182		1,316
Lakeview Square Limited Partnership		09-12183		404
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		298
Lynnhaven Holding L.L.C.		09-12189		—
Lynnhaven Mall L.L.C.		09-12190		1,708
Mall of Louisiana Holding, Inc.		09-12191		—
Mall of Louisiana Land, LP		09-12192		18
Mall of Louisiana Land Holding, LLC		09-12193		—
Mall of the Bluffs, LLC		09-12194		174
Mall St. Matthews Company, LLC		09-12195		—
Mall St. Vincent, Inc.		09-12196		—
Mall St. Vincent, L.P.		09-12197		386
Mayfair Mall, LLC		09-12198		783
MSAB Holdings, Inc.		09-12199		—
MSAB Holdings L.L.C.		09-12200		—
MSM Property L.L.C.		09-12201		889
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		October 31, 2009
			(In thousands)
North Plains Mall, LLC		09-12205		18
North Star Anchor Acquisition, LLC		09-12206		57
North Star Mall, LLC		09-12207		1,574
North Town Mall, LLC		09-12208		887
Northgate Mall L.L.C.		09-12209		339
NSMJV, LLC		09-12210		—
Oakwood Hills Mall, LLC		09-12211		119
Oglethorpe Mall L.L.C.		09-12212		864
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		189
Park Mall, Inc.		09-12218		—
Park Mall L.L.C.		09-12219		1,649
PDC Community Centers L.L.C.		09-12220		297
PDC-Eastridge Mall L.L.C.		09-12221		358
PDC-Red Cliffs Mall L.L.C.		09-12222		148
Peachtree Mall L.L.C.		09-12223		568
Pecanland Anchor Acquisition, LLC		09-12224		—
Piedmont Mall, LLC		09-12225		335
Pierre Bossier Mall, LLC		09-12226		165
Pine Ridge Mall L.L.C.		09-12227		202
Pioneer Office Limited Partnership		09-12228		182
Pioneer Place Limited Partnership		09-12229		312
Price Development TRS, Inc.		09-12230		—
Price-ASG L.L.C.		09-12231		603
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		1
Ridgedale Center, LLC		09-12237		2,858
Rio West L.L.C.		09-12238		172
River Falls Mall, LLC		09-12239		36
River Hills Land, LLC		09-12240		—
River Hills Mall, LLC		09-12241		1,676
Rogue Valley Mall L.L.C.		09-12242		301
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		October 31, 2009
			(In thousands)
Rouse Company of Florida, LLC, The		09-12245		1
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		3,014
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		1
Rouse-New Orleans, LLC		09-12258		—
Rouse-Oakwood Shopping Center, LLC		09-12259		—
Rouse-Orlando, LLC		09-12260		481
Rouse-Phoenix Cinema, LLC		09-12261		—
Rouse-Phoenix Corporate Center Limited Partnership		09-12262		194
Rouse-Phoenix Development Company, LLC		09-12263		7
Rouse-Portland, LLC		09-12264		—
RS Properties Inc.		09-12265		872
Saint Louis Galleria L.L.C.		09-12266		1,471
Saint Louis Galleria Anchor Acquisition, LLC		09-12267		55
Saint Louis Galleria Holding L.L.C.		09-12268		—
Sierra Vista Mall, LLC		09-12269		303
Sikes Senter, LLC		09-12270		682
Silver Lake Mall, LLC		09-12271		87
Sixty Columbia Corporate Center, LLC		09-12272		—
Sooner Fashion Mall L.L.C.		09-12273		401
Southlake Mall L.L.C.		09-12274		876
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		323
Spring Hill Mall L.L.C.		09-12279		204
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		1,727
Summerlin Centre, LLC		09-12284		96

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		October 31, 2009
			(In thousands)
Summerlin Corporation		09-12285		—
Three Rivers Mall L.L.C.		09-12286		357
Three Willow Company, LLC		09-12287		—
Town East Mall, LLC		09-12288		789
Tracy Mall, Inc.		09-12289		—
Tracy Mall Partners, L.P.		09-12290		473
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		118
Two Willow Company, LLC		09-12296		—
Tysons Galleria L.L.C.		09-12297		1,703
U.K.-American Properties, Inc.		09-12298		1,286
Valley Hills Mall, Inc.		09-12299		—
Valley Plaza Anchor Acquisition, LLC		09-12300		—
VCK Business Trust		09-12301		389
Victoria Ward Center L.L.C.		09-12302		179
Victoria Ward Entertainment Center L.L.C.		09-12303		150
Victoria Ward, Limited		09-12304		1,303
Victoria Ward Services, Inc.		09-12305		—
Village of Cross Keys, LLC, The		09-12306		53
Visalia Mall L.L.C.		09-12307		—
Vista Commons, LLC		09-12308		29
Visalia Mall, L.P.		09-12309		261
Vista Ridge Mall, LLC		09-12310		796
VW Condominium Development, LLC		09-12311		—
Ward Gateway-Industrial-Village, LLC		09-12312		236
Ward Plaza-Warehouse, LLC		09-12313		277
Weeping Willow RNA, LLC		09-12314		—
West Kendall Holdings, LLC		09-12315		375
Westwood Mall, LLC		09-12316		90
White Marsh Mall, LLC		09-12317		—
White Mountain Mall, LLC		09-12318		48
Willow SPE, LLC		09-12319		—
Willowbrook II, LLC		09-12320		—
Willowbrook Mall, LLC		09-12321		4,937
Woodbridge Center Property, LLC		09-12322		3,315
Woodlands Mall Associates, LLC, The		09-12323		1,589
10000 Covington Cross, LLC		09-12324		5

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		October 31, 2009
			(In thousands)
10 CCC Business Trust		09-12457		36
20 CCC Business Trust		09-12458		84
30 CCC Business Trust		09-12459		62
Capital Mall L.L.C.		09-12462		228
GGP-Columbiana Trust		09-12464		199
GGP-Gateway Mall L.L.C.		09-12467		450
Grand Traverse Mall Partners, LP		09-12469		567
Greenwood Mall L.L.C.		09-12471		1,018
Kalamazoo Mall L.L.C.		09-12472		512
Lancaster Trust		09-12473		1,194
Mondawmin Business Trust		09-12474		519
Running Brook Business Trust		09-12475		1
Town Center East Business Trust		09-12476		38
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		—

			$	178,818

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

SCHEDULE VII
STATUS OF MORTGAGES PAYABLE FOR DEBTORS
(UNAUDITED)


								Interest Expense
						Total Debt Balance		Month Ended
Property	Maturity Date		Rate (a)			October 31, 2009		October 31 (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)


								Interest Expense
						Total Debt Balance		Month Ended
Property	Maturity Date		Rate (a)			October 31, 2009		October 31 (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	%		344		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		5.85	%		155,600		784
Stonestown Note B		9/1/2011		5.65	%		60,000		292
Stonestown Mezz (*)		9/1/2011		5.79	%		57,400		286
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)


									Interest Expense
						Total Debt Balance			Month Ended
Property	Maturity Date		Rate (a)			October 31, 2009			October 31 (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						$	16,528,626		$	75,752

Variable Rate Loans
Secured Asset Loans:
Bank Note — Animas Valley		7/11/2013		2.50	%		35,054			75
Bank Note — Birchwood Mall		7/11/2013		2.50	%		44,308			95
Bank Note — Cache Valley		7/11/2013		2.50	%		28,043			60
Bank Note — Colony Square		7/11/2013		2.50	%		25,239			54
Bank Note — Columbiana		7/11/2013		2.50	%		105,441			227
Bank Note — Fallen Timbers		7/11/2013		2.50	%		42,401			91
Bank Note — Foothills		7/11/2013		2.50	%		50,758			109
Bank Note — Grand Teton		7/11/2013		2.50	%		48,795			105
Bank Note — Mall at Sierra Vista		7/11/2013		2.50	%		23,556			51
Bank Note — Mall of the Bluffs		7/11/2013		2.50	%		35,951			77
Bank Note — Mayfair		7/11/2013		2.50	%		274,932			591
Bank Note — Mondawmin		7/11/2013		2.50	%		84,689			182
Bank Note — North Plains		7/11/2013		2.50	%		10,656			23
Bank Note — North Town Mall		7/11/2013		2.50	%		114,976			247
Bank Note — Oakwood		7/11/2013		2.50	%		75,772			163
Bank Note — Owings Mills		7/11/2013		2.50	%		53,281			115
Bank Note — Pierre Bossiere		7/11/2013		2.50	%		40,382			87
Bank Note — Pioneer Place		7/11/2013		2.50	%		156,764			337
Bank Note — Salem Center		7/11/2013		2.50	%		41,728			90
Bank Note — Silver Lake Mall		7/11/2013		2.50	%		18,228			39
Bank Note — Southwest Plaza		7/11/2013		2.50	%		96,187			207
Bank Note — Spring Hill		7/11/2013		2.50	%		68,088			146
Bank Note — Westwood Mall		7/11/2013		2.50	%		24,117			52
Bank Note — White Mountain		7/11/2013		2.50	%		10,656			23
Fashion Show		3/15/2009		6.25	%		645,918			3,473
Oakwood Center		3/16/2009		1.75	%		95,000			143
Palazzo		3/15/2009		6.25	%		249,623			1,342
Unsecured Asset Loans:
DIP (c)		3/16/2011		13.50	%		400,000			4,650
GGPLP/GGPLPLLC Revolver (*)		2/24/2010		1.50	%		590,000			758
GGPLP/GGPLPLLC Senior Term (*)		2/24/2010		1.50	%		1,987,500			2,554
TRUPS (*)(d)		4/30/2036		1.94	%		206,200			342

Variable Rate Debt							5,684,243			16,508



Total Filing Entity Debt						$	22,212,869	(e)	$	92,260


(a)		Reflects the variable contract rate as of October 31, 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)


					Expense		Cash Paid
	Period Expense		Cash Paid		Cumulative Post-Petition		Cumulative Post-Petition
	Month Ended		Month Ended		Period Ended		Period Ended
Name	October 31, 2009		October 31, 2009		October 31, 2009		October 31, 2009
					(In thousands)
Akin Gump Strauss Hauer & Feld, LLP	$	1,045	$	1,105	$	8,312	$	4,147
AlixPartners, LLP		1,143		944		7,615		3,358
Assessment Technologies		—		25		29		25
Baker & Daniels LLP		—		—		—		—
Bracewell Giuliani		62		160		619		160
Calvo & Clark LLP		—		—		—		—
Cushman & Wakefield		55		29		1,054		29
Deloitte & Touche LLP		328		—		2,870		—
Deloitte Tax LLP		42		—		416		2
Epiq Solutions		4		11		17		11
Ernst & Young LLP		82		232		541		232
FTI Consulting		308		255		1,883		823
Grant Thornton		8		—		19		—
Halperin Battaglia Raicht LLP		10		20		45		20
Hewitt Associates		78		—		508		—
Houlihan Lokey		969		250		3,474		758
Jenner & Block		167		101		1,015		515
Kirkland & Ellis LLP		1,603		1,902		10,420		5,924
Kurtzman Carson Consultants LLC		—		582		3,155		1,974
Miller Buckfire & Co LLC⁽¹⁾		2,557		265		4,485		2,797
PricewaterhouseCoopers		2		—		38		—
Silverstein & Pomerantz LLP		—		—		—		—
Weil, Gotshal & Manges LLP		311		1,613		13,912		5,495

Total	$	8,774	$	7,494	$	60,427	$	26,270

Professional Fees Summary (See Note 7)
Restructuring costs	$	8,021	$	7,012	$	55,375	$	25,372
General & administrative		505		101		4,401		515
Other⁽²⁾		248		381		651		383

Total	$	8,774	$	7,494	$	60,427	$	26,270


⁽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 the cash paid cumulative post-petition amounts.

⁽²⁾		The amounts included in Other Professional Fees relate to expenses incurred for Retained Professionals not classified as restructuring or general & administrative costs.

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

SCHEDULE IX
NON-NOTICED ASSET CONVEYANCES
AND AUTHORIZED DE MINIMIS SALES FOR
THE MONTH ENDED OCTOBER 31, 2009


		Date and Transaction
Debtor	Property	Description	Counterparty	Consideration
				(In thousands)
Eden Prairie Mall L.L.C.	Eden Prairie Center, Eden Prairie, Minnesota	10/27/2009 — Pedestrian and Bicycle Path Easement	City of Eden Prairie	None
GGP Natick Residence LLC	Condominium Unit # 824 Natick, MA	10/19/2009 Condominium Unit Sale	Kevin Z. Tang and Hui Yi Hsu	$	310
GGP Natick Residence LLC	Condominium Unit # 732 Natick, MA	10/19/2009 Condominium Unit Sale	Aby Zemack Trustee for 732 Realty Trust	$	365
GGP Natick Residence LLC	Condominium Unit #806 Natick, MA	10/19/2009 Condominium Unit Sale	Richard B. and Kanako T. Gould	$	353
GGP Natick Residence LLC	Condominium Unit # 943 Natick, MA	10/20/2009 Condominium Unit Sale	Robert D. Kaplan	$	413
GGP Natick Residence LLC	Condominium Unit #1004 Natick, MA	10/20/2009 Condominium Unit Sale	Robert D. Kaplan	$	327
GGP Natick Residence LLC	Condominium Unit #1205 Natick, MA	10/20/2009 Condominium Unit Sale	Bahi, LLC, Zahra Sheikhinejad and Mahmoud Bayat	$	578
GGP Natick Residence LLC	Condominium Unit # 1209 Natick, MA	10/22/2009 Condominium Unit Sale	Ronald B. Cohen, Trustee, RBC Realty Trust	$	570
GGP Natick Residence LLC	Condominium Unit # 844 Natick, MA	10/22/2009 Condominium Unit Sale	Brian M. Lilly	$	285
GGP Natick Residence LLC	Condominium Unit # 626 Natick, MA	10/22/2009 Condominium Unit Sale	Roberta S. Pavlic	$	394
GGP Natick Residence LLC	Condominium Unit # 823 Natick, MA	10/26/2009 Condominium Unit Sale	Tod and Kelly Short	$	395
GGP Natick Residence LLC	Condominium Unit # 624 Natick, MA	10/26/2009 Condominium Unit Sale	Marty Goldstein, et al.	$	308
GGP Natick Residence LLC	Condominium Unit # 929 Natick, MA	10/27/2009 Condominium Unit Sale	Matthew and Stacie Perry, Trustees of Perry T-929 Real Estate Trust	$	395
GGP Natick Residence LLC	Condominium Unit # 722 Natick, MA	10/26/2009 Condominium Unit Sale	Carmine and Angela Vano	$	380
GGP Natick Residence LLC	Condominium Unit #1204 Natick, MA	10/27/2009 Condominium Unit Sale	Leslie R. Jacques	$	470
GGP Natick Residence LLC	Condominium Unit # 827 Natick, MA	10/27/2009 Condominium Unit Sale	Myhanh T. Dao	$	445
GGP Natick Residence LLC	Condominium Unit # 1003 Natick, MA	10/27/2009 Condominium Unit Sale	Fiorella Triaca, Trustee, Triaca Realty Trust	$	266
GGP Natick Residence LLC	Condominium Unit # 826 Natick, MA	10/28/2009 Condominium Unit Sale	Miulan Kwan	$	347
GGP Natick Residence LLC	Condominium Unit # 601 Natick, MA	10/28/2009 Condominium Unit Sale	Timothy Malloy	$	335

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

SCHEDULE IX
NON-NOTICED ASSET CONVEYANCES
AND AUTHORIZED DE MINIMIS SALES FOR
THE MONTH ENDED OCTOBER 31, 2009


		Date and Transaction
Debtor	Property	Description	Counterparty	Consideration
				(In thousands)
GGP Natick Residence LLC	Condominium Unit # 932 Natick, MA	10/28/2009 Condominium Unit Sale	Jolanta MacDonald	$	350
GGP Natick Residence LLC	Condominium Unit # 603 Natick, MA	10/29/2009 Condominium Unit Sale	Jacqueline Ly	$	255
GGP Natick Residence LLC	Condominium Unit # 948 Natick, MA	10/29/2009 Condominium Unit Sale	Teli Leung	$	411
GGP Natick Residence LLC	Condominium Unit # 924 Natick, MA	10/30/2009 Condominium Unit Sale	Rhoda G. Ostrer	$	312
GGP Natick Residence LLC	Condominium Unit # 906 Natick, MA	10/30/2009 Condominium Unit Sale	Yigin Dong	$	348
GGP Natick Residence LLC	Condominium Unit # 927 Natick, MA	10/30/2009 Condominium Unit Sale	Javid Ebrahimi & Roya Darroudi	$	447
GGP Natick Residence LLC	Condominium Unit # 813 Natick, MA	10/30/2009 Condominium Unit Sale	Trung Le	$	489
GGP Natick Residence LLC	Condominium Unit # 622 Natick, MA	10/30/2009 Condominium Unit Sale	Mohammad Farivar	$	388
GGP Natick Residence LLC	Condominium Unit # 634 Natick, MA	10/30/2009 Condominium Unit Sale	Rick Buhlmann	$	310
GGP-UC LLC	University Crossing, Orem, Utah	10/9/2009 — Gas easement	Questar Gas Company	None
GGP-UC LLC	University Crossing, Orem, Utah	10/9/2009 — Electric easement	PacificCorp	None

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

Reporting Period: October 2009

SCHEDULE X
DEBTORS QUESTIONNAIRE*


		Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?		X

2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X

4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X

6	Have any payments been made on pre-petition liabilities this reporting period?	X⁽¹⁾
7	Are any post petition receivables (accounts, notes or loans) due from related parties?	X⁽²⁾

8	Are any post petition payroll taxes past due?		X
9	Are any post petition State or Federal income taxes past due?		X

10	Are any post petition real estate taxes past due?		X
11	Are any other post petition taxes past due?		X

12	Have any pre-petition taxes been paid during this reporting period?	X⁽³⁾
13	Are any amounts owed to post petition creditors delinquent?		X

14	Are any wage payments past due?		X
15	Have any post petition loans been received by the Debtor from any party?	X⁽⁴⁾

16	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X

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


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

(1)		An aggregate of $13.2 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 an increase in the amounts due to Non-Debtors of $3.56 million.

(3)		Included in the amounts reported in (1) above are payments of taxes of $6.6 million.

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


Exhibit No.		Description
	99.1	Monthly Operating Report for the month ended October 31, 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
Date: November 30, 2009


Exhibit Number		Name
	99.1	Monthly Operating Report for the month ended October 31, 2009, filed with the United States Bankruptcy Court for the Southern District of New York.


	GENERAL GROWTH PROPERTIES, INC.
Date: November 30, 2009	by:	/s/ Edmund Hoyt
		Edmund Hoyt
		Chief Financial Officer


	October 31, 2009
	(In thousands)
Current	$	(13,315)	*
31 - 60 days		11,955
61 - 90 days		797
91 - 120 days		4,943
Over 120 days		49,245

Gross Amount	$	53,625