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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 April 30, 2010

Index


Combining Condensed Statements of Income and Comprehensive Income for the Month Ended April 30, 2010 and Cumulative Post-Petition Period Ended April 30, 2010		3

Combining 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	8
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:		33

Schedule I	Schedule of Combined Condensed Statement of Income and Comprehensive Income for the Month Ended April 30, 2010	11
Schedule II	Schedule of Combined Condensed Balance Sheet as of April 30, 2010	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)

COMBINING CONDENSED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)


	Unconfirmed Entities			Post-Confirmation Entities			Total for All Debtors			Cumulative All Debtors
	Month Ended			Month Ended			Month Ended			Post-Petition Period
	April 30, 2010			April 30, 2010			April 30, 2010			Ended April 30, 2010
	(In thousands, except for
	per share amounts)
Revenues:
Minimum rents	$	14,990		$	120,491		$	135,481		$	1,731,971
Tenant recoveries		4,790			55,267			60,057			773,396
Overage rents		162			2,075			2,237			48,396
Land sales		755			—			755			10,305
Management fees and other corporate revenues		1,165			—			1,165			10,083
Other		1,377			4,245			5,622			76,756

Total revenues		23,239			182,078			205,317			2,650,907

Expenses:
Real estate taxes		1,961			18,257			20,218			247,558
Property maintenance costs		1,995			12,542			14,537			201,078
Marketing		266			1,493			1,759			31,078
Ground and other rents		328			739			1,067			14,906
Other property operating costs		4,401			22,709			27,110			354,041
Land sales operations		2,653			—			2,653			23,075
Provision for doubtful accounts		88			694			782			24,544
Property management and other costs		(3,535	)		9,995			6,460			89,270
General and administrative		2,588			—			2,588			59,160
Provisions for impairment		150			—			150			866,477
Depreciation and amortization		5,056			42,086			47,142			632,605

Total expenses		15,951			108,515			124,466			2,543,792

Operating income		7,288			73,563			80,851			107,115

Interest (expense) income, net		(34,543	)		(63,422	)		(97,965	)		(1,216,071	)

Income (loss) before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(27,255	)		10,141			(17,114	)		(1,108,956	)
Provision for income taxes		(143	)		(185	)		(328	)		(10,391	)
Equity in income of Real Estate Affiliates		8,259			—			8,259			89,943
Reorganization items		(30,207	)		28,441			(1,766	)		233,836

Net (loss) income		(49,346	)		38,397			(10,949	)		(795,568	)
Allocation to noncontrolling interests		(1,083	)		—			(1,083	)		5,607

Net (loss) income attributable to common stockholders	$	(50,429	)	$	38,397		$	(12,032	)	$	(789,961	)


Basic and Diluted (Loss) Income Per Share:	$	(0.16	)	$	0.12		$	(0.04	)	$	(2.50	)
Dividends declared per share	$	—		$	—		$	—		$	0.19

Comprehensive (Loss) Income, Net:
Net (loss) income attributable to common stockholders	$	(50,429	)	$	38,397		$	(12,032	)	$	(789,961	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		995			—			995			20,752
Accrued pension adjustment		(10	)		—			(10	)		1,067
Foreign currency translation		7,083			—			7,083			50,067
Unrealized gains on available-for-sale securities		—			—			—			86

Other comprehensive income, net		8,068			—			8,068			71,972

Comprehensive (loss) income attributable to common stockholders	$	(42,361	)	$	38,397		$	(3,964	)	$	(717,989	)

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)

COMBINING CONDENSED
BALANCE SHEET
(UNAUDITED)


	Unconfirmed			Post-Confirmation			Combined All
	Entities as of			Entities as of			Debtors as of
	April 30, 2010			April 30, 2010			April 30, 2010
	(Dollars in thousands)
Assets:
Investment in real estate:
Land	$	737,916		$	2,168,582		$	2,906,498
Buildings and equipment		2,030,313			16,831,133			18,861,446
Less accumulated depreciation		(371,014	)		(3,525,789	)		(3,896,803	)
Developments in progress		248,007			126,323			374,330

Net property and equipment		2,645,222			15,600,249			18,245,471
Investment in and loans to/from Unconsolidated Real Estate Affiliates		374,998			6,403			381,401
Investment property and property held for development and sale		1,206,076			—			1,206,076
Investment in controlled non-debtor entities		3,927,505			58,889			3,986,394

Net investment in real estate		8,153,801			15,665,541			23,819,342
Cash and cash equivalents		499,568			7,543			507,111
Accounts and notes receivable, net		44,300			282,311			326,611
Goodwill		199,664			—			199,664
Deferred expenses, net		48,823			171,498			220,321
Prepaid expenses and other assets		267,522			298,531			566,053

Total assets	$	9,213,678		$	16,425,424		$	25,639,102


Liabilities and Equity:
Mortgages, notes and loans payable	$	399,130		$	11,227,430		$	11,626,560
Investment in and loans to/from Unconsolidated Real Estate Affiliates		33,264			—			33,264
Deferred tax liabilities		903,046			—			903,046
Accounts payable and accrued expenses		650,301			394,351			1,044,652

Liabilities not subject to compromise		1,985,741			11,621,781			13,607,522
Liabilities subject to compromise		8,457,680			1,878,203			10,335,883

Total liabilities		10,443,421			13,499,984			23,943,405

Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		115,855			—			115,855

Total redeemable noncontrolling interests		236,611			—			236,611


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, 318,774,814 shares issued as of April 30, 2010		3,188			—			3,188
Additional paid-in capital		740,235			3,013,763			3,753,998
Retained earnings (accumulated deficit)		(2,155,024	)		(88,335	)		(2,243,359	)
Accumulated other comprehensive income (loss)		7,137			12			7,149
Less common stock in treasury, at cost, 1,449,939 shares as of April 30, 2010		(76,752	)		—			(76,752	)

Total stockholder’s equity		(1,481,216	)		2,925,440			1,444,224
Noncontrolling interests in consolidated real estate affiliates		14,862			—			14,862

Total equity		(1,466,354	)		2,925,440			1,459,086

Total liabilities and equity	$	9,213,678		$	16,425,424		$	25,639,102

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; and covering, among other things, employee obligations and incentive compensation, critical service providers, tax matters, insurance matters, tenant and contractor obligations, claim settlements, ordinary course property sales, cash management, cash collateral, alternative dispute resolution, settlement of pre-petition mechanics liens and department store transactions.

Through May 31, 2010, of the total 388 Debtors with approximately $21.83 billion of debt that filed for Chapter 11 protection, 262 Debtors (the “Track 1 Debtors”) owning 146 properties with $14.90 billion of secured mortgage loans filed consensual plans of reorganization (the “Track 1 Plans”). The effectiveness of the plans of reorganization and emergence from bankruptcy of the remaining Track 1 Debtors continued in 2010 and is expected to be completed in the second quarter of 2010. The Chapter 11 Cases for the remaining Debtors (generally, GGP, GGPLP and other holding company or investment subsidiaries (the “TopCo Debtors”) which own certain individual or groups of properties (collectively, the “Remaining Debtors”)) will continue until their respective plans of reorganization are filed with the Bankruptcy Court, approved by the applicable classes of creditors and confirmed by the Bankruptcy Court.

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. Liabilities not subject to compromise include: (1) liabilities held by Non-Debtor and Track 1 Debtor entities that emerged; (2) liabilities incurred after the Petition Date; (3) pre-Petition Date liabilities that the Track 1 Debtors and the Remaining Debtors expect to pay in full, even though certain of these amounts may not be paid until after the applicable Debtor’s plan of reorganization is effective; and (4) liabilities related to pre-petition contracts that affirmatively have not been rejected. 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).

Unsecured liabilities not subject to compromise as of April 30, 2010 with respect to the Track 1 Debtors are reflected at the current estimate of the probable amounts to be paid. However, the amounts of such unsecured liabilities related to the associated liabilities not subject to compromise resolved or allowed by the Bankruptcy Court (and therefore paid at 100% pursuant to the Track 1 Plans) has not yet been determined. In such regard, during February 2010, payments commenced on the Track 1 Debtor claims, a process expected to continue for several months as the amounts to be allowed are confirmed by the Bankruptcy Court. With respect to secured liabilities, GAAP bankruptcy guidance provides that Track 1 Debtor mortgage loans should be recorded at their estimated Fair Value upon emergence. A cumulative discount of approximately $283.1 million was recorded on such $7.41 billion of secured debt that emerged in the first and second quarters of 2010, with the resulting gain classified as a reorganization item. Additional gains are expected to be recorded in the remainder of 2010 with respect to mortgage loans and other debt related to the Remaining Debtors that have emerged or will emerge from bankruptcy in 2010.

Of the Emerged Debtors, we have identified 13 properties (the “Special Consideration Properties”) as underperforming retail assets. Pursuant to the terms of the agreements with the lenders for these properties, the Debtors have until two days following emergence of the TopCo Debtors to determine whether the collateral property for these loans should be deeded to the respective lender or the property should be retained with further modified loan terms. Prior to emergence of the TopCo Debtors, all cash produced by the property is under the control of respective lenders and we are required to pay any operating expense shortfall. In addition, prior to emergence of the TopCo Debtors, the respective lender can change the manager of the property or put the property in receivership and GGP has the right to deed

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

the property to the lender, but no such actions have yet occurred. Generally accepted accounting principles state that an entity may choose to elect the fair value option for an eligible item only on the date of the event that requires Fair Value measurement. As each of the Special Consideration Properties emerged from Bankruptcy, we elected to measure and report the mortgages related these properties at Fair Value from the date of emergence because the Debtor entities of the Special Consideration Properties have the right to return the properties to the lenders in full satisfaction of the related debt. Accordingly, the Fair Value of the mortgage liability should not exceed the Fair Value of the underlying property.

Of the Special Consideration Properties, five of the properties had emerged as of December 31, 2009 for which we recorded a gain in reorganization items of $54.2 million for the year ended December 31, 2009, while the remaining eight properties emerged during the three months ended March 31, 2010 for which we recorded a gain in reorganization items of $69.3 million. Any subsequent changes in the Fair Value of the mortgages related these properties will be recorded in interest expense as these entities have emerged from Bankruptcy.

Combining condensed income statement and balance sheets have been presented as of April 30, 2010 with separate columns for the segregation of entities for which plans of reorganization have been formally confirmed (“Post-Confirmation Entities”) by the Bankruptcy Court versus those that have yet to file consensual or non-consensual plans of reorganization (“Unconfirmed Entities”). With respect to the Unconfirmed Entities, property management and other costs reflect reimbursements of costs allocated to the Post-Confirmation Entities. This presentation does not affect the presentation of other schedules as all original Debtors are included in this separate presentation where denoted. As of April 30, 2010, the Post-Confirmation Entities include 258 Debtors while the Unconfirmed Entities include 130 Debtors.

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 balances 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 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, 2009, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Annual Report”) and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 (the “2010 Interim Report”), as certain footnote disclosures that would substantially duplicate those contained in our Annual Report and such 2010 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 2010 Interim Report.

NOTE 3 Summary of Significant Accounting Policies

See Note 1 “Organization” and Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2009 Annual Report and Note 1 “Organization” in the

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

Notes to Consolidated Financial Statements included in our 2010 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. In addition, the centralized cash management system was incorporated for the Track 1 Debtors that emerged from bankruptcy into their plans of reorganization and secured mortgage loan modifications. Mortgage lenders to the Operating Properties were granted a lien on the centralized GGPLP cash management account. Finally, 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 April 30, 2010, 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, and the aggregate cash balance held by the Debtors upon which the first-lien holders have such lien rights were both approximately $146 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.

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:


	All Debtors as of
	April 30, 2010
	(In thousands)
Below-market ground leases	$	181,471
Prepaid expenses		82,577
Security and escrow deposits		83,894
Real estate tax stabilization agreement		70,299
Receivables — finance leases and bonds		54,291
Special Improvement District receivable		48,681
Above-market tenant leases		20,949
Deferred tax, net of valuation allowances		8,035
Other		15,856

Total prepaid expenses and other assets	$	566,053

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

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


	All Debtors as of
	April 30, 2010
	(In thousands)
Utility and other security deposits	$	34,530
Operating funds — restricted		23,672
Real estate tax escrows		7,517
Construction/major maintenance reserves		4,705
Other miscellaneous escrows		11,561
Collateralized letters of credit and other credit support		1,909

Total security and escrow deposits	$	83,894

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 April 30, 2010, as payment of any of such obligations are limited or precluded by the operation of Chapter 11 (see Schedule X).


	All Debtors as of
	April 30, 2010
	(In thousands)
Accrued interest	$	456,513
Accounts payable and accrued expenses		372,173
Accrued payroll and other employee liabilities		153,019
Uncertain tax position liabilities		129,846
Construction payable		106,638
Deferred gains/income		66,257
Accrued real estate taxes		72,890
Hughes accrued participation		68,644
Below-market tenant leases		49,458
Unapplied cash receipts		42,164
Accounts payable to affiliates		(94,928	)
Other		189,740

Total accounts payable and accrued expenses		1,612,414
Less: amounts not subject to compromise		(1,044,652	)

Total accounts payable and accrued expenses subject to compromise	$	567,762

The following table summarizes the amounts of LSTC (see Note 2) at April 30, 2010:


	(In thousands)
Mortgages and secured notes	$	4,153,621
Unsecured notes		5,614,500
Accounts payable and accrued expenses		567,762

Total liabilities subject to compromise	$	10,335,883

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), no contracts have been rejected relating to the Track 1 Plan. Additional claims related to executory contracts have been recorded by the Debtors based on analysis relating to the emergence of Debtors and compliance with applicable accounting guidance.

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:


	All Debtors
			Cumulative Post-
	Month Ended		Petition Period Ended
General and Administrative Expenses	April 30, 2010		April 30, 2010
	(In thousands)
Insider compensation	$	1,326	$	18,270
Public Company expense ⁽¹⁾		342		8,210
Travel, entertainment, insurance and other		920		32,680

Total general and administrative	$	2,588	$	59,160


(1)		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 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:


	All Debtors
				Cumulative Post-
	Month Ended			Petition Period Ended
Reorganization Items income (expense)	April 30, 2010			April 30, 2010
	(In thousands)
Gains on liabilities subject to compromise — vendors ⁽¹⁾	$	37,659		$	47,388
Gains on liabilities subject to compromise — mortgage debt ⁽²⁾		—			625,237
Interest income ⁽³⁾		35			80
U.S. Trustee fees ⁽⁴⁾		(853	)		(6,269	)
Restructuring costs — Chapter 11 Retained Professionals ⁽⁵⁾		(16,404	)		(132,772	)
Restructuring costs — including other professional fees ⁽⁶⁾		(22,203	)		(299,828	)

Total reorganization items	$	(1,766	)	$	233,836


(1)		This amount includes gains from repudiation, rejection or termination of contracts or guarantee of obligations. Such gains reflect agreements reached with certain critical vendors, which were authorized by the Bankruptcy Court and for which payments on an installment basis began in July 2009.

(2)		Such gains include $38.0 million resulting from the write off of existing Fair Value of debt adjustments for the entities that emerged from bankruptcy for the post-petition period ended April 30, 2010.

(3)		Interest income primarily reflects amounts earned on cash accumulated as a result of our Chapter 11 cases.

(4)		Estimate of fees due remain subject to confirmation and review by the Office of the United States Trustee (“U.S. Trustee”).

(5)		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.

(6)		Restructuring costs primarily include professional fees incurred related to the bankruptcy filings and; finance costs incurred by and the write off of unamortized deferred finance costs related to the Emerged Debtors.

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 April 30, 2010
							Combined
	Debtors			Eliminations			All Debtors
	(In thousands, except for per share amounts)
Revenues:
Minimum rents	$	135,486		$	(5	)		135,481
Tenant recoveries		60,057			—			60,057
Overage rents		2,237			—			2,237
Land sales		755			—			755
Management fees and other corporate revenues		1,485			(320	)		1,165
Other		5,662			(40	)		5,622

Total revenues		205,682			(365	)		205,317

Expenses:
Real estate taxes		20,218			—			20,218
Property maintenance costs		14,537			—			14,537
Marketing		1,759			—			1,759
Ground and other rents		1,067			—			1,067
Other property operating costs		27,110			—			27,110
Land sales operations		2,653			—			2,653
Provision for doubtful accounts		782			—			782
Property management and other costs		6,825			(365	)		6,460
General and administrative		2,588			—			2,588
Provisions for impairment		150			—			150
Depreciation and amortization		47,142			—			47,142

Total expenses		124,831			(365	)		124,466

Operating income		80,851			—			80,851

Interest (expense) income, net		(97,965	)		—			(97,965	)

(Loss) income before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(17,114	)		—			(17,114	)
Provision for income taxes		(328	)		—			(328	)
Equity in income of Real Estate Affiliates		1,352			6,907			8,259
Reorganization items		(1,766	)		—			(1,766	)

Net income		(17,856	)		6,907			(10,949	)
Allocation to noncontrolling interests		(1,452	)		369			(1,083	)

Net income attributable to common stockholders	$	(19,308	)	$	7,276		$	(12,032	)


Basic and Diluted Earnings Per Share:	$	(0.06	)	$	0.02		$	(0.04	)

Comprehensive Income (Loss), Net:
Net income attributable to common stockholders	$	(19,308	)	$	7,276		$	(12,032	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		1,243			(248	)		995
Accrued pension adjustment		20			(30	)		(10	)
Foreign currency translation		6,822			261			7,083
Unrealized gains (losses) on available-for-sale securities		—			—			—

Other comprehensive income (loss), net		8,085			(17	)		8,068

Comprehensive loss attributable to common stockholders	$	(11,223	)	$	7,259		$	(3,964	)

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 April 30, 2010
							Combined All
	Debtors			Eliminations			Debtors
	(In thousands)
Assets:
Investment in real estate:
Land	$	2,906,498		$	—		$	2,906,498
Buildings and equipment		18,861,446			—			18,861,446
Less accumulated depreciation		(3,896,803	)		—			(3,896,803	)
Developments in progress		449,142			(74,812	)		374,330

Net property and equipment		18,320,283			(74,812	)		18,245,471
Investment in and loans to/from Unconsolidated Real Estate Affiliates		601,518			(220,117	)		381,401
Investment property and property held for development and sale		1,131,527			74,549			1,206,076
Investment in controlled non-debtor entities		15,669,126			(11,682,732	)		3,986,394

Net investment in real estate		35,722,454			(11,903,112	)		23,819,342
Cash and cash equivalents		484,950			22,161			507,111
Accounts and notes receivable, net		326,611			—			326,611
Goodwill		199,664			—			199,664
Deferred expenses, net		220,321			—			220,321
Prepaid expenses and other assets		954,289			(388,236	)		566,053

Total assets	$	37,908,289		$	(12,269,187	)	$	25,639,102


Liabilities and Equity:
Mortgages, notes and loans payable	$	11,626,560		$	—		$	11,626,560
Investment in and loans to/from Unconsolidated Real Estate Affiliates		33,264			—			33,264
Deferred tax liabilities		903,046			—			903,046
Accounts payable and accrued expenses		1,058,144			(13,492	)		1,044,652

Total liabilities not subject to compromise		13,621,014			(13,492	)		13,607,522
Liabilities subject to compromise		10,733,167			(397,284	)		10,335,883

Total liabilities		24,354,181			(410,776	)		23,943,405


Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		115,855			—			115,855

Total redeemable noncontrolling interests		236,611			—			236,611


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, 318,774,814 shares issued as of April 30, 2010		3,188			—			3,188
Additional paid-in capital		9,538,423			(5,784,425	)		3,753,998
Retained earnings (accumulated deficit)		3,830,627			(6,073,986	)		(2,243,359	)
Accumulated other comprehensive loss		7,149			—			7,149
Less common stock in treasury, at cost, 1,449,939 shares as of April 30, 2010		(76,752	)		—			(76,752	)

Total stockholder’s equity		13,302,635			(11,858,411	)		1,444,224
Noncontrolling interests in consolidated real estate affiliates		14,862			—			14,862

Total equity		13,317,497			(11,858,411	)		1,459,086

Total liabilities and equity	$	37,908,289		$	(12,269,187	)	$	25,639,102

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 April 30, 2010


Gross Wage	Employee Payroll	Employer Payroll
Expense	Taxes Withheld (a)	Taxes Remitted (b)
(In thousands)
$15,909	$3,601	$1,063


(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 April 23, 2010.

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


			Amounts Paid
	Amount Accrued		Month Ended
	April 30, 2010		April 30, 2010
	(In thousands)
Federal and state income taxes	$	5,884	$	146

State and local taxes:
Property *		72,884		15,628
Sales and use		1,548		624
Franchise		1,928		721
Other		737		15

Total state and local taxes		77,097		16,988

Total taxes	$	82,981	$	17,134


*		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	April 30, 2010		April 30, 2010
	(In thousands)
1551 HILLSHIRE DRIVE	$	—	$	8
1635 VILLAGE CTR CIRCLE		—		—
1645 VILLAGE CTR CIRCLE		—		—
20 COLUMBIA CORP CTR		—		—
30 COLUMBIA CORP CTR		—		—
VICTORIA WARD LIMITED		34		—
WARD GATEWAY-INDUSTRIAL-VILLAG		147		—
40 COLUMBIA CORP CTR		—		—
40 COLUMBIA CORP INC		—		—
ALA MOANA CTR		2,140		—
ALA MOANA PACIFIC		—		—
ALA MOANA PLAZA		—		—
ALA MOANA TOWER		—		—
ALAMEDA PLAZA		149		—
ANIMAS VALLEY		191		—
APACHE MALL		572		—
ARIZONA CENTER		45		—
ARIZONA CENTER CINEM		12		8
ARIZONA CENTER OFF		23		—
ARIZONA CENTER ONE		149		16
ARIZONA CENTER OTHER		—		—
ARIZONA CENTER PARKI		47		8
ARIZONA CENTER TWO		194		14
ARIZONA CTR GARDEN OFF		12		—
ARIZONA CTR W PRKNG LOT		—		—
AUGUSTA ANCHOR ACQ		119		—
AUGUSTA MALL		244		—
AUSTIN BLUFFS		45		—
AUSTIN MALL LTD PART.		—		—
BAILEY HILLS VILLAGE		—		—
BASKIN ROBBINS		5		—
BAY CITY		—		—
BAYSHORE		—		—
BEACHWOOD PLACE		3,225		—
BELLIS FAIR		17		199
BIRCHWOOD		255		—
BOISE TOWNE PLAZA		193		—
BOISE TOWNE SQUARE		1,655		—
BOISE TWNE SQU ANCH ACQ		70		—
BRASS MILL 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	April 30, 2010		April 30, 2010
	(In thousands)
BRASS MILL COMMONS		—		—
BURLINGTON TOWN CTR		47		5
BURLINGTON TOWN OFFI		9		—
CACHE VALLEY MALL		85		—
CACHE VALLEY MARKTPL		37		—
CALENDONIAN HOLDING		—		—
CANYON POINT		—		—
CAPITAL		99		—
CENTURY		42		—
CHAPEL HILLS		997		—
CHICO MALL		—		265
CHULA VISTA		—		402
COLLIN CREEK		626		—
COLLIN CREEK-DILLARDS		—		—
COLONY SQUARE		320		—
COLUMBIA		179		—
COLUMBIANA		500		3
CORONADO CENTER		263		382
CORPORATE POINTE #2		—		—
CORPORATE POINTE #3		—		—
COTTONWOOD MALL		97		—
COTTONWOOD SQUARE		14		—
COUNTRY HILLS PLAZA		46		—
CROSSING BUS CTR #6		—		—
CROSSING BUS CTR #7		—		—
CROSSROADS CTR		1,000		—
DEERBROOK		433		—
DEERBROOK MALL ANCHOR ACQ		23		—
DIVISION CROSSING		—		—
EAGLE RIDGE		180		—
EASTRIDGE		—		—
EASTRIDGE MALL		91		134
EDEN PRAIRIE		1,350		—
EDEN PRAIRIE CTR ANCH		75		—
ELK GROVE PROMENADE		—		700
FAIRWOOD DEV CORP SHARE		—		—
FALLBROOK CENTER		—		750
FANEUIL HALL MARKETPLC		—		—
FASHION PLACE		412		—
FASHION PLACE ANCHOR ACQ		31		—

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	April 30, 2010		April 30, 2010
	(In thousands)
FASHION SHOW		2		—
FOOTHILLS MALL		769		—
FORT UNION		23		—
FOUR SEASONS TOWN CTR		574		—
FOUR STATE/TRC OF NEV		—		—
FOX RIVER		1,212		—
FREMONT PLAZA		—		—
GATEWAY		—		—
GATEWAY CROSSING		66		—
GATEWAY OVERLOOK		—		—
GGPLP-SHARED		984		—
GLENBROOK SQ ANCHOR ACQ		175		—
GLENBROOK SQUARE		3,808		2,426
GRAND TETON MALL		690		—
GRAND TETON PLAZA		149		—
GRAND TRAVERSE		209		—
GREENGATE MALL, INC		—		—
GREENWOOD		163		—
HALEKAUWILA BLDG		—		—
HALSEY CROSSING		—		—
HARBORPLACE		—		—
HARBORPLACE ALLOC		—		—
HULEN MALL		702		—
JORDAN CREEK TOWN CTR		3,613		—
JP REALTY		—		—
KAMAKEE BUILDING		—		—
KAMANI BUILDING		—		—
KAPIOLANI PROPERTIES		—		—
KENDALL TOWN CENTER		295		—
KNOLLWOOD		207		—
LAKEMOOR		—		—
LAKESIDE MALL		—		—
LAKEVIEW SQUARE		290		—
LANDMARK		163		—
LANSING MALL		398		—
LINCOLNSHIRE COMMONS		567		—
LOCKPORT		—		—
LYNNHAVEN MALL		871		—
MALL BLUFFS		1,475		—
MALL OF LOUISIANA		411		—
MALL OF LOUISIANA PWR CTR		51		—

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	April 30, 2010		April 30, 2010
	(In thousands)
MALL ST VINCENT		208		—
MALL ST. MATTHEWS		261		—
MARKET PLACE		2,257		—
MAYFAIR		3,035		—
MAYFAIR BANK		210		—
MAYFAIR NORTH		220		—
MAYFAIR PROF		84		—
MAYFAIR-AURORA HLTH CTRSHT		200		—
MORENO		36		394
NATICK RETAIL, LLC		—		—
NEW ORLEANS RIVERWALK, LTD		—		—
NEWGATE		248		—
NEWGATE MALL LAND		—		—
NEWPARK		26		444
NEWPARK MALL ANCHOR ACQ		—		—
NORTH PLAINS MALL		50		—
NORTH POINT		818		—
NORTH STAR MALL		2,996		—
NORTH STAR MALL ANCH ACQ		327		—
NORTH TEMPLE SHOPS		—		—
NORTH TOWN MALL		11		568
NORTHGATE		220		—
NORTHRIDGE		10		1,173
OAKWOOD		1,014		—
OAKWOOD CENTER		152		—
OGLETHORPE		459		—
OREM PLAZA CTR ST		24		—
OREM PLAZA STATE ST		12		—
OTHER HUGHES PROPERTIES		—		—
OVIEDO MARKETPLACE		225		—
OWINGS MILLS MALL		—		—
OWINGS MILLS OFF ALLOC		—		—
OXMOOR CENTER		250		—
PARK CITY		—		—
PARK MEADOWS		—		—
PARK PLACE		442		521
PARK WEST		409		437
PEACHTREE MALL		494		—
PECANLAND MALL		215		—
PECANLAND MALL ANCHOR ACQ		17		—

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	April 30, 2010			April 30, 2010
	(In thousands)
PIEDMONT		76			—
PIERRE BOSSIER		78			—
PINE RIDGE MALL		374			—
PIONEER PLACE		—			—
PLAZA 800		—			—
PLAZA 9400		51			—
POHUKAINA CENTER		—			—
POHUKAINA COURT		—			—
PRICE NT CORP		—			—
PRINCE KUHIO		—			—
PROVIDENCE PLACE		—			—
PROVO PLAZA		15			—
PTC MOTELS		—			—
RASCAP REALTY, LTD		—			—
RED CLIFFS MALL		71			—
RED CLIFFS PLAZA		20			—
REDLANDS PROMENADE		—			48
REGENCY		454			—
RETAIL AT RESIDENTIAL		(289	)		289
RIDGEDALE CENTER		1,234			—
RIDGELY BUILDING		—			—
RIO WEST		71			106
RIVER FALLS		662			392
RIVER HILLS		1,882			—
RIVER POINTE PLAZA		33			—
RIVERLANDS		20			—
RIVERSIDE PLAZA		52			—
RIVERTOWN		804			—
ROCK SPRINGS HOME		—			—
ROGUE VALLEY MALL		—			—
ROUSE CORAL GABLES INC		—			—
S ST. MARKETPLACE THEATER		166			—
SAINT LOUIS GALLERIA		1,329			—
SAINT LOUIS GALLERIA ANCH		27			—
SALEM CENTER		1			—
SEAPORT MARKETPLACE, INC		—			—
SIKES SENTER		442			—
SILVER LAKE MALL		175			—
SOONER		137			—
SOUTH ST SEAPORT SCHEM		—			—

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	April 30, 2010		April 30, 2010
	(In thousands)
SOUTH ST SEAPORT SH MAINT		—		—
SOUTH STREET ALLOC		—		—
SOUTH STREET L.P.-PIER		—		—
SOUTH STREET L.P.-TELCO		—		—
SOUTH STREET LP-MUSEUM BLK		—		—
SOUTH STREET SEAPORT		—		—
SOUTHLAKE		374		—
SOUTHLAND CENTER		—		—
SOUTHLAND MALL		—		828
SOUTHSHORE		—		39
SOUTHWEST OFF I		140		—
SOUTHWEST OFF II		44		—
SOUTHWEST PLAZA		1,913		—
SPRING HILL		3,025		—
STATEN ISLAND MALL		—		—
STEEPLEGATE		—		—
STONESTOWN GALLERIA		—		—
STONESTOWN LAND		—		—
STONESTOWN MEDICAL		—		—
SUMMERLIN COMMU ASSETS		—		—
THE BOULEVARD		—		—
THE BRIDGES @ MINT HILL		6		—
THE COMMONS FOOTHILLS		26		—
THE CROSSROADS		437		—
THE GALLERY HARBOR OFF		—		—
THE GALLERY HARBOR OTHR		—		—
THE GALLERY HARBOR-GAR		1,242		—
THE GALLERY HARBORPLACE		—		—
THE GRAND CANAL		—		—
THE HUGHES CORP		—		—
THE MAINE MALL		4		922
THE MALL @ SIERRA VISTA		367		—
THE PINES		131		—
THE PLAZA FOOTHILLS		63		—
THE SHOPPES @ PALAZZO		—		—
THE SHOPPES AT DETROIT GWY		—		—
THE SHOPS @ SUMMERLIN CTRE		—		—
THE SHOPS FALLEN TIMBERS		1,730		—
THE SHOPS FOOTHILLS		102		—
THE VILLAGE CR KEYS OFF		—		—

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	April 30, 2010		April 30, 2010
	(In thousands)
THE VILLAGE CROSS KEYS		—		—
THE VILLAGE OF REDLANDS		—		100
THE WOODLANDS ANCH ACQ		30		—
THHC LAND (WOBU)		—		—
THHC PARTICIPATION		—		—
THREE RIVERS MALL		—		103
TOSHIBA HAWAII, INC		—		—
TOWN EAST		1,224		—
TUCSON 4646 OUTPARCEL		10		—
TUCSON 4848 OUTPARCEL		14		23
TUCSON ANC ACQ		21		—
TUCSON MALL		291		535
TV INVESTMENT INC		—		—
TWC OPERATING HOLD INC		—		—
TWIN FALLS CROSSING		28		—
TYSONS		836		—
UK AMERICAN PROP		—		—
UNCONSOLIDATED JV-ADJ		—		—
UNIVERSITY CROSSING		83		—
VALLEY HILLS		647		—
VALLEY PLAZA MALL		—		—
VICTORIA WARD		—		—
VICTORIA WARD SHR OP		—		—
VILL OF CROSS KEYS QUAD		—		—
VILL SQUARE-RET PH III		—		—
VILL SQUARE-TENNIS BARN		—		—
VILLAGE-JORDAN CREEK		949		—
VISALIA MALL		—		5
VISTA COMMONS		—		—
VISTA RIDGE		726		—
WARD ENTERTAINMENT CTR-		—		—
WARD GATEWAY CTR		—		—
WARD INDUSTRIAL CTR		—		—
WARD PLAZA		—		—
WARD VILLAGE		—		—
WARD VILLAGE SHOPS		—		—
WARD WAREHOUSE		—		—
WASHINGTON PARK		56		—
WEST VALLEY		264		—
WESTWOOD		87		—

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		April 30, 2010
			(In thousands)
South Street Seaport Limited Partnership		09-11963	$	1,636
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		375
GGP-Mint Hill L.L.C.		09-11969		1
Pines Mall Partners		09-11970		74
GGP-Grandville L.L.C.		09-11971		1,402
GGP-Grandville II L.L.C.		09-11972		—
GGP-Redlands Mall, L.P.		09-11973		146
La Place Shopping, L.P.		09-11974		109
GGP-Tucson Land L.L.C.		09-11975		27
Tucson Anchor Acquisition, LLC		09-11976		226
General Growth Properties, Inc.		09-11977		—
GGP Limited Partnership		09-11978		36,310
Rouse LLC		09-11979		—
GGP American Properties Inc.		09-11980		—
Caledonian Holding Company, Inc.		09-11981		—
GGPLP L.L.C.		09-11982		10
Rouse Company LP, The		09-11983		88
TRC Co-Issuer, Inc.		09-11984		—
Oakwood Shopping Center Limited Partnership		09-11985		415
Alameda Mall Associates		09-11986		1,173
Bay Shore Mall Partners		09-11987		447
Chico Mall, L.P.		09-11988		348
Lansing Mall Limited Partnership		09-11989		248
GGP-Pecanland, L.P.		09-11990		11,637
GGP-Pecanland II, L.P.		09-11991		—
Southland Mall, L.P.		09-11992		1,564
South Shore Partners, L.P.		09-11993		73
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		370
New Orleans Riverwalk Associates		09-11998		546
New Orleans Riverwalk Limited Partnership		09-11999		—
White Marsh General Partnership		09-12000		38
White Marsh Mall Associates		09-12001		38
White Marsh Phase II Associates		09-12002		38

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		April 30, 2010
			(In thousands)
Parke West, LLC		09-12003		82
GGP-Newpark L.L.C.		09-12004		400
Elk Grove Town Center, L.P.		09-12005		19
Baltimore Center Associates Limited Partnership		09-12006		1,098
Baltimore Center Garage Limited Partnership		09-12007		131
Century Plaza L.L.C.		09-12008		65
Harbor Place Associates Limited Partnership		09-12009		789
Price Development Company, Limited Partnership		09-12010		83
Rouse-Phoenix Theatre Limited Partnership		09-12011		3
Rouse-Arizona Retail Center Limited Partnership		09-12012		330
Rouse-Phoenix Master Limited Partnership		09-12013		—
Saint Louis Land L.L.C.		09-12014		—
Southland Center, LLC		09-12015		966
GGP-North Point Land L.L.C.		09-12016		—
Majestic Partners-Provo, LLC		09-12017		1
GGP-Mall of Louisiana, L.P.		09-12018		1,425
NewPark Anchor Acquisition, LLC		09-12019		—
Parkview Office Building Limited Partnership		09-12020		118
Parkside Limited Partnership		09-12021		79
Park Square Limited Partnership		09-12022		56
Rouse SI Shopping Center, LLC		09-12023		3,463
Augusta Mall, LLC		09-12024		1,434
Burlington Town Center LLC, The		09-12025		542
Fashion Show Mall LLC		09-12026		4,040
GGP Ala Moana L.L.C.		09-12027		14,053
GGP Jordan Creek L.L.C.		09-12028		4,342
GGP Village at Jordan Creek L.L.C.		09-12029		36
GGP-Four Seasons L.L.C.		09-12030		1,136
Lincolnshire Commons, LLC		09-12031		234
Phase II Mall Subsidiary, LLC		09-12032		1,892
St. Cloud Mall L.L.C.		09-12033		826
Valley Hills Mall L.L.C.		09-12034		585
GGP Holding, Inc.		09-12035		217
The Rouse Company BT, LLC		09-12036		—
Rouse Company Operating Partnership LP, The		09-12037		—
10000 West Charleston Boulevard, LLC		09-12040		177
10190 Covington Cross, LLC		09-12041		38
1120/1140 Town Center Drive, LLC		09-12042		55
1160/1180 Town Center Drive, LLC		09-12043		37
1201-1281 Town Center Drive, LLC		09-12044		40

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		April 30, 2010
			(In thousands)
1251 Center Crossing, LLC		09-12045		—
1450 Center Crossing Drive, LLC		09-12046		14
1451 Center Crossing Drive, LLC		09-12047		11
1551 Hillshire Drive, LLC		09-12048		127
1635 Village Centre Circle, LLC		09-12049		24
1645 Village Center Circle, LLC		09-12050		26
9901-9921 Covington Cross, LLC		09-12051		8
9950-9980 Covington Cross, LLC		09-12052		15
Alameda Mall, L.L.C.		09-12053		—
Apache Mall, LLC		09-12054		269
Arizona Center Parking, LLC		09-12055		87
Augusta Mall Anchor Acquisition, LLC		09-12056		7
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		1,308
Baltimore Center, LLC		09-12063		—
Bay City Mall Associates L.L.C.		09-12064		185
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		1,437
Benson Park Business Trust		09-12069		—
Birchwood Mall, LLC		09-12070		201
Boise Mall, LLC		09-12071		1,240
Boise Town Square Anchor Acquisition, LLC		09-12072		6
Boise Towne Plaza L.L.C.		09-12073		76
Boulevard Associates		09-12074		1,272
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		61
Century Plaza, Inc.		09-12080		—
Champaign Market Place L.L.C.		09-12081		834
Chapel Hills Mall L.L.C.		09-12082		934
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		April 30, 2010
			(In thousands)
Chula Vista Center, LLC		09-12085		956
Collin Creek Anchor Acquisition, LLC		09-12086		—
Collin Creek Mall, LLC		09-12087		856
Colony Square Mall L.L.C.		09-12088		45
Columbia Mall L.L.C.		09-12089		163
Coronado Center L.L.C.		09-12090		1,938
Coronado Center Holding L.L.C.		09-12091		—
Cottonwood Mall, LLC		09-12092		5
Country Hills Plaza, LLC		09-12093		43
Deerbrook Mall, LLC		09-12094		664
DK Burlington Town Center LLC		09-12095		—
Eagle Ridge Mall, Inc.		09-12096		—
Eagle Ridge Mall, L.P.		09-12097		234
Eastridge Shopping Center L.L.C.		09-12098		2,126
Eden Prairie Anchor Building L.L.C.		09-12099		1
Eden Prairie Mall, Inc.		09-12100		—
Eden Prairie Mall L.L.C.		09-12101		738
Elk Grove Town Center L.L.C.		09-12102		—
ER Land Acquisition L.L.C.		09-12103		—
Fallbrook Square Partners Limited Partnership		09-12104		1,156
Fallbrook Square Partners L.L.C.		09-12105		—
Fallen Timbers Shops, LLC		09-12106		106
Fallen Timbers Shops II, LLC		09-12107		—
Faneuil Hall Marketplace, LLC		09-12108		1,384
Fashion Place, LLC		09-12109		1,179
Fashion Place Anchor Acquisition, LLC		09-12110		2
Fifty Columbia Corporate Center, LLC		09-12111		—
Forty Columbia Corporate Center, LLC		09-12112		—
Fox River Shopping Center, LLC		09-12113		1,504
Franklin Park Mall, LLC		09-12114		—
Franklin Park Mall Company, LLC		09-12115		—
Gateway Crossing L.L.C.		09-12116		8
Gateway Overlook Business Trust		09-12117		620
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		8
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		April 30, 2010
			(In thousands)
GGP Ivanhoe II, Inc.		09-12125		—
GGP Ivanhoe IV Services, Inc.		09-12126		—
GGP Kapiolani Development L.L.C.		09-12127		42
GGP Knollwood Mall, LP		09-12128		284
GGP Natick Residence LLC		09-12129		617
GGP Savannah L.L.C.		09-12130		—
GGP/Homart, Inc.		09-12131		1,732
GGP/Homart Services, Inc.		09-12132		—
GGP-Bay City One, Inc.		09-12133		—
GGP-Brass Mill, Inc.		09-12134		1,248
GGP-Burlington L.L.C.		09-12135		—
GGP-Canal Shoppes L.L.C.		09-12136		—
GGP-Foothills L.L.C.		09-12137		205
GGP-Glenbrook L.L.C.		09-12138		3,609
GGP-Glenbrook Holding L.L.C.		09-12139		2
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		2,327
GGP-Maine Mall Holding L.L.C.		09-12145		—
GGP-Maine Mall Land L.L.C.		09-12146		—
GGP-Moreno Valley, Inc.		09-12147		1,504
GGP-Newgate Mall, LLC		09-12148		343
GGP-Newpark, Inc.		09-12149		—
GGP-North Point, Inc.		09-12150		1,503
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		1,025
GGP-Tucson Mall L.L.C.		09-12155		1,938
GGP-UC L.L.C.		09-12156		37
Grand Canal Shops II, LLC		09-12157		3,577
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		April 30, 2010
			(In thousands)
Ho Retail Properties II Limited Partnership		09-12165		158
Hocker Oxmoor, LLC		09-12166		719
Hocker Oxmoor Partners, LLC		09-12167		—
Howard Hughes Canyon Pointe Q4, LLC		09-12168		32
Howard Hughes Corporation, The		09-12169		165
Howard Hughes Properties, Inc.		09-12170		528
Howard Hughes Properties, Limited Partnership		09-12171		23
Howard Hughes Properties IV, LLC		09-12172		12
Howard Hughes Properties V, LLC		09-12173		15
HRD Parking, Inc.		09-12174		12
HRD Remainder, Inc.		09-12175		39
Hulen Mall, LLC		09-12176		894
Hughes Corporation, The		09-12177		1
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		1,460
Lakeview Square Limited Partnership		09-12183		147
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		231
Lynnhaven Holding L.L.C.		09-12189		—
Lynnhaven Mall L.L.C.		09-12190		1,722
Mall of Louisiana Holding, Inc.		09-12191		—
Mall of Louisiana Land, LP		09-12192		7
Mall of Louisiana Land Holding, LLC		09-12193		—
Mall of the Bluffs, LLC		09-12194		63
Mall St. Matthews Company, LLC		09-12195		—
Mall St. Vincent, Inc.		09-12196		—
Mall St. Vincent, L.P.		09-12197		97
Mayfair Mall, LLC		09-12198		386
MSAB Holdings, Inc.		09-12199		—
MSAB Holdings L.L.C.		09-12200		—
MSM Property L.L.C.		09-12201		982
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		April 30, 2010
			(In thousands)
North Plains Mall, LLC		09-12205		15
North Star Anchor Acquisition, LLC		09-12206		24
North Star Mall, LLC		09-12207		1,763
North Town Mall, LLC		09-12208		749
Northgate Mall L.L.C.		09-12209		326
NSMJV, LLC		09-12210		—
Oakwood Hills Mall, LLC		09-12211		90
Oglethorpe Mall L.L.C.		09-12212		975
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		92
Park Mall, Inc.		09-12218		—
Park Mall L.L.C.		09-12219		1,835
PDC Community Centers L.L.C.		09-12220		119
PDC-Eastridge Mall L.L.C.		09-12221		234
PDC-Red Cliffs Mall L.L.C.		09-12222		30
Peachtree Mall L.L.C.		09-12223		667
Pecanland Anchor Acquisition, LLC		09-12224		—
Piedmont Mall, LLC		09-12225		310
Pierre Bossier Mall, LLC		09-12226		110
Pine Ridge Mall L.L.C.		09-12227		57
Pioneer Office Limited Partnership		09-12228		117
Pioneer Place Limited Partnership		09-12229		617
Price Development TRS, Inc.		09-12230		—
Price-ASG L.L.C.		09-12231		259
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		50
Ridgedale Center, LLC		09-12237		1,294
Rio West L.L.C.		09-12238		194
River Falls Mall, LLC		09-12239		419
River Hills Land, LLC		09-12240		—
River Hills Mall, LLC		09-12241		91
Rogue Valley Mall L.L.C.		09-12242		290
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		April 30, 2010
			(In thousands)
Rouse Company of Florida, LLC, The		09-12245		—
The Rouse Company of Louisiana, LLC		09-12246		—
The Rouse Company of Michigan, LLC		09-12247		—
The Rouse Company of Minnesota, LLC		09-12248		—
The Rouse Company of Ohio, LLC		09-12249		—
Rouse F.S., LLC		09-12250		—
Rouse Office Management of Arizona, LLC		09-12251		—
Rouse Providence LLC		09-12252		2,610
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		2
Rouse-New Orleans, LLC		09-12258		—
Rouse-Oakwood Shopping Center, LLC		09-12259		—
Rouse-Orlando, LLC		09-12260		174
Rouse-Phoenix Cinema, LLC		09-12261		—
Rouse-Phoenix Corporate Center Limited Partnership		09-12262		119
Rouse-Phoenix Development Company, LLC		09-12263		—
Rouse-Portland, LLC		09-12264		—
RS Properties Inc.		09-12265		926
Saint Louis Galleria L.L.C.		09-12266		1,824
Saint Louis Galleria Anchor Acquisition, LLC		09-12267		1,053
Saint Louis Galleria Holding L.L.C.		09-12268		—
Sierra Vista Mall, LLC		09-12269		73
Sikes Senter, LLC		09-12270		718
Silver Lake Mall, LLC		09-12271		35
Sixty Columbia Corporate Center, LLC		09-12272		—
Sooner Fashion Mall L.L.C.		09-12273		74
Southlake Mall L.L.C.		09-12274		843
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		241
Spring Hill Mall L.L.C.		09-12279		123
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		3,459
Summerlin Centre, LLC		09-12284		1,574

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		April 30, 2010
			(In thousands)
Summerlin Corporation		09-12285		—
Three Rivers Mall L.L.C.		09-12286		154
Three Willow Company, LLC		09-12287		—
Town East Mall, LLC		09-12288		923
Tracy Mall, Inc.		09-12289		—
Tracy Mall Partners, L.P.		09-12290		546
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		86
Two Willow Company, LLC		09-12296		—
Tysons Galleria L.L.C.		09-12297		1,652
U.K.-American Properties, Inc.		09-12298		2,397
Valley Hills Mall, Inc.		09-12299		—
Valley Plaza Anchor Acquisition, LLC		09-12300		1
VCK Business Trust		09-12301		182
Victoria Ward Center L.L.C.		09-12302		127
Victoria Ward Entertainment Center L.L.C.		09-12303		92
Victoria Ward, Limited		09-12304		420
Victoria Ward Services, Inc.		09-12305		—
Village of Cross Keys, LLC, The		09-12306		44
Visalia Mall L.L.C.		09-12307		—
Vista Commons, LLC		09-12308		23
Visalia Mall, L.P.		09-12309		402
Vista Ridge Mall, LLC		09-12310		881
VW Condominium Development, LLC		09-12311		—
Ward Gateway-Industrial-Village, LLC		09-12312		139
Ward Plaza-Warehouse, LLC		09-12313		192
Weeping Willow RNA, LLC		09-12314		—
West Kendall Holdings, LLC		09-12315		374
Westwood Mall, LLC		09-12316		91
White Marsh Mall, LLC		09-12317		—
White Mountain Mall, LLC		09-12318		43
Willow SPE, LLC		09-12319		—
Willowbrook II, LLC		09-12320		—
Willowbrook Mall, LLC		09-12321		4,570
Woodbridge Center Property, LLC		09-12322		3,259
Woodlands Mall Associates, LLC, The		09-12323		1,698
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		April 30, 2010
			(In thousands)
10 CCC Business Trust		09-12457		46
20 CCC Business Trust		09-12458		44
30 CCC Business Trust		09-12459		60
Capital Mall L.L.C.		09-12462		70
GGP-Columbiana Trust		09-12464		108
GGP-Gateway Mall L.L.C.		09-12467		120
Grand Traverse Mall Partners, LP		09-12469		203
Greenwood Mall L.L.C.		09-12471		193
Kalamazoo Mall L.L.C.		09-12472		504
Lancaster Trust		09-12473		1,123
Mondawmin Business Trust		09-12474		403
Running Brook Business Trust		09-12475		1
Town Center East Business Trust		09-12476		31
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		—

			$	191,489

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)			April 30, 2010		April 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		1/13/2017		6.99	%		8,275		48
Ala Moana A1		6/30/2018		5.60	%		1,181,544		5,517
Ala Moana A2		6/30/2018		5.52	%		298,566		1,374
Augusta Mall		11/10/2017		5.49	%		174,254		797
Baltimore Center Garage Ltd Partnership		6/1/2018		6.05	%		14,737		74
Bay City		12/2/2013		5.30	%		23,745		105
Bayshore		8/31/2016		7.13	%		30,423		181
Beachwood Place		10/7/2017		5.60	%		236,500		1,103
Bellis Fair		2/14/2018		7.34	%		59,660		365
Boise Towne Plaza		7/9/2015		4.70	%		10,685		42
Boise Towne Square		8/11/2017		6.64	%		69,379		384
Brass Mill		4/10/2016		4.55	%		119,831		454
Burlington		7/1/2015		5.03	%		25,879		108
Burlington 2 (*)		7/1/2010		6.30	%		5,500		29
Capital		10/1/2014		7.28	%		19,948		121
Chapel Hills		10/11/2010		5.04	%		113,785		477
Chico Mall		2/11/2009		4.74	%		55,913		220
Collin Creek Mall		7/9/2016		6.78	%		65,788		371
Columbia Mall (MO)		5/3/2017		6.05	%		89,732		452
Coronado		12/6/2016		5.08	%		165,784		701
Corporate Pointe 2 (10650 W. Charleston)		3/12/2016		6.83	%		4,452		25
Corporate Pointe 3 (10750 W. Charleston)		3/12/2016		6.83	%		4,452		25
Country Hills		6/1/2016		6.04	%		13,337		67
Crossroads Center (MN)		1/30/2014		4.73	%		82,616		325
Deerbrook		1/1/2014		3.46	%		70,990		205
Eagle Ridge		10/12/2015		5.41	%		46,942		211
Eastridge (CA)		8/31/2017		5.79	%		169,469		817
Eastridge (WY )		12/4/2016		5.08	%		38,439		163
Eden Prairie		9/30/2014		4.67	%		78,177		304
Fallbrook		1/3/2018		6.14	%		84,751		433
Faneuil Hall		9/30/2016		5.57	%		92,672		430
Fashion Place		4/5/2014		5.30	%		142,060		628
Four Seasons		6/11/2017		5.60	%		97,728		456
Fox River		9/3/2016		5.96	%		194,147		965
Gallery at Harborplace 1 (Baltimore Center Land, Garage & Office)		6/1/2014		7.89	%		63,580		434
Gateway		10/1/2014		7.28	%		39,094		237
Gateway Overlook		8/30/2016		5.78	%		54,828		264
Glenbrook		12/30/2016		4.91	%		174,000		713
Grand Canal Shoppes		5/1/2014		4.78	%		385,843		1,537
Grand Traverse		10/1/2012		5.02	%		83,797		350
Greenwood		10/1/2014		7.28	%		43,892		266
Harborplace		4/5/2016		5.79	%		49,799		240
Homart I (*)		2/28/2013		5.95	%		245,115		1,215
Hulen Mall		6/7/2015		5.03	%		110,915		465
Ivanhoe Capital (*)		12/3/2012		5.74	%		93,713		448
Jordan Creek		3/2/2014		4.57	%		181,922		692
JP Comm Jr. Gateway Crossing		1/7/2014		4.70	%		14,904		58
JP Comm Jr. Univ. Crossing		1/7/2014		4.70	%		11,127		44
JP Comm Sr. Austin Bluffs		1/1/2014		4.40	%		2,213		8
JP Comm Sr. Division Crossing		1/1/2014		4.40	%		5,100		19
JP Comm Sr. Fort Union		1/1/2014		4.40	%		2,662		10
JP Comm Sr. Halsey Crossing		1/1/2014		4.40	%		2,496		9
JP Comm Sr. Orem Plaza Center St		1/1/2014		4.40	%		2,380		9
JP Comm Sr. Orem Plaza State St		1/1/2014		4.40	%		1,473		5
JP Comm Sr. Riverpointe Plaza		1/1/2014		4.40	%		3,686		14
JP Comm Sr. Riverside Plaza		1/1/2014		4.40	%		5,275		19
JP Comm Sr. Woodlands Village		1/1/2014		4.40	%		6,739		25
Knollwood		10/10/2017		5.35	%		39,278		175
Lakeside Mall		6/1/2016		4.28	%		176,499		630
Lakeview Square		3/1/2016		5.81	%		40,722		197
Lansing I		1/1/2014		9.35	%		22,983		177
Lincolnshire Commons		9/30/2016		5.98	%		27,916		139
Lynnhaven		7/6/2015		5.05	%		232,763		980
Maine		12/10/2016		4.84	%		212,270		855
Mall of Louisiana Mezz (*)		4/1/2011		6.40	%		62,343		333
Mall of Louisiana Note A		4/1/2011		5.46	%		118,469		539

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)			April 30, 2010		April 30 (b)
						(Dollars in thousands)
Mall of Louisiana Note B		4/1/2011		5.92	%		54,362		268
Mall St Matthews Ltd Partnership		1/1/2014		4.81	%		141,782		568
Mall St Vincent		7/7/2014		6.30	%		49,000		257
Market Place		5/3/2017		6.05	%		105,685		533
Moreno Valley		9/11/2013		5.96	%		86,432		429
Newgate		4/1/2014		4.84	%		40,137		162
Newpark		8/2/2014		7.45	%		67,052		416
North Point		2/29/2016		5.48	%		212,295		970
North Star		1/4/2015		4.43	%		227,783		841
Northgate		9/1/2016		5.88	%		44,390		218
Northridge Fashion		12/30/2014		7.24	%		124,028		748
Oglethorpe		7/2/2015		4.89	%		138,784		566
Oviedo		5/7/2012		5.12	%		51,066		217
Oxmoor		12/2/2016		6.85	%		56,060		320
Park City Note A		4/1/2014		4.74	%		117,488		464
Park City Note B		4/1/2014		7.10	%		28,795		170
Park Place		1/11/2015		5.15	%		173,129		743
Peachtree		6/1/2015		5.08	%		87,992		372
Pecanland		1/1/2014		4.28	%		56,007		200
Piedmont		9/6/2016		5.98	%		33,441		167
Pine Ridge		12/4/2016		5.08	%		25,916		110
Prince Kuhio		1/1/2014		3.45	%		36,807		106
Providence Place 2		3/11/2015		5.03	%		248,908		1,042
Providence Place 3 (*)		3/11/2015		5.12	%		52,431		224
Providence Place 4 (*)		3/11/2015		5.93	%		34,400		170
Providence Place Pilot A1		7/1/2016		7.75	%		22,338		144
Providence Place Pilot A2		6/30/2028		7.75	%		23,116		149
Red Cliffs		12/4/2016		5.08	%		24,632		104
Regency Square		7/1/2015		3.59	%		91,390		274
Ridgedale		9/30/2016		4.86	%		174,856		708
River Hills		1/3/2018		6.14	%		79,766		408
RiverTown Junior Loan (*)		12/30/2014		8.36	%		15,557		108
RiverTown Senior Loan		12/30/2014		7.29	%		100,205		609
Rogue Valley		7/1/2014		7.85	%		25,933		170
Sikes Senter		6/1/2017		5.20	%		60,308		261
Sooner Fashion		1/3/2018		6.14	%		59,825		306
Southlake		12/1/2019		6.44	%		99,724		535
Southland		1/1/2014		3.62	%		79,162		239
Southland (RSE)		3/5/2010		4.97	%		106,777		442
St. Louis Galleria		1/3/2017		4.86	%		233,035		943
Staten Island 1		10/1/2015		5.09	%		84,801		355
Staten Island 2		10/1/2015		8.15	%		68,307		459
Staten Island 3		10/1/2015		5.61	%		124,731		584
Steeplegate		8/1/2014		4.94	%		76,383		315
Stonestown Note A		9/1/2017		5.85	%		155,600		759
Stonestown Note B		9/1/2017		5.65	%		60,000		283
The Boulevard		7/1/2018		4.27	%		105,140		374
The Crossroads (MI)		1/1/2014		7.40	%		39,012		241
The Woodlands Note A		6/12/2016		5.91	%		184,276		908
The Woodlands Note B		6/12/2016		5.91	%		54,785		270
Three Rivers		12/4/2016		5.08	%		21,100		89
Town East		1/1/2014		3.46	%		102,558		296
Tucson Mall		1/1/2014		4.26	%		114,538		407
Tucson Mall — Hyper Am		1/1/2014		4.26	%		3,911		14
Tysons Galleria		9/11/2017		5.72	%		253,963		1,212
Valley Hills		3/4/2016		4.73	%		55,680		219
Valley Plaza		1/10/2016		3.90	%		92,937		302
Victoria Ward (Village/Industrial/Gateway)		9/30/2016		5.61	%		88,132		412
Victoria Ward (Warehouse/Plaza)		10/6/2011		5.52	%		68,500		315
Village of Cross Keys		7/31/2009		7.04	%		10,257		60
Visalia		1/1/2014		3.78	%		40,131		126
Vista Ridge		4/10/2016		6.87	%		78,730		451
Ward Centre & Ward Entertainment		1/1/2014		4.33	%		57,075		206
Washington Park		3/31/2016		5.35	%		11,875		53
West Valley		1/1/2014		3.43	%		54,371		155
White Marsh		9/1/2017		5.62	%		186,800		875
Willowbrook Mall		6/30/2016		6.82	%		155,489		885
Woodbridge Corporation		6/1/2014		4.24	%		203,523		720

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)			April 30, 2010			April 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			1,333
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						$	16,268,127		$	72,975

Variable Rate Loans
Secured Asset Loans:
Bank Note — Animas Valley		7/11/2013		2.50	%		35,054			73
Bank Note — Birchwood Mall		7/11/2013		2.50	%		44,308			92
Bank Note — Cache Valley		7/11/2013		2.50	%		28,043			58
Bank Note — Colony Square		7/11/2013		2.50	%		25,239			53
Bank Note — Columbiana		7/11/2013		2.50	%		105,441			220
Bank Note — Fallen Timbers		7/11/2013		2.50	%		42,401			88
Bank Note — Foothills		7/11/2013		2.50	%		50,758			106
Bank Note — Grand Teton		7/11/2013		2.50	%		48,795			102
Bank Note — Mall at Sierra Vista		7/11/2013		2.50	%		23,556			49
Bank Note — Mall of the Bluffs		7/11/2013		2.50	%		35,951			75
Bank Note — Mayfair		7/11/2013		2.50	%		274,932			573
Bank Note — Mondawmin		7/11/2013		2.50	%		84,689			176
Bank Note — North Plains		7/11/2013		2.50	%		10,656			22
Bank Note — North Town Mall		7/11/2013		2.50	%		114,976			239
Bank Note — Oakwood		7/11/2013		2.50	%		75,772			158
Bank Note — Owings Mills		7/11/2013		2.50	%		53,281			111
Bank Note — Pierre Bossiere		7/11/2013		2.50	%		40,382			84
Bank Note — Pioneer Place		7/11/2013		2.50	%		156,764			326
Bank Note — Salem Center		7/11/2013		2.50	%		41,728			87
Bank Note — Silver Lake Mall		7/11/2013		2.50	%		18,228			38
Bank Note — Southwest Plaza		7/11/2013		2.50	%		96,187			200
Bank Note — Spring Hill		7/11/2013		2.50	%		68,088			142
Bank Note — Westwood Mall		7/11/2013		2.50	%		24,117			50
Bank Note — White Mountain		7/11/2013		2.50	%		10,656			22
Fashion Show		3/15/2009		6.25	%		645,918			3,360
Oakwood Center		3/16/2009		1.75	%		95,000			138
Palazzo		3/15/2009		6.25	%		249,623			1,299
Unsecured Asset Loans:
DIP (c)		3/16/2011		13.50	%		400,000			4,500
GGPLP/GGPLPLLC Revolver (*)		2/24/2010		1.50	%		590,000			735
GGPLP/GGPLPLLC Senior Term (*)		2/24/2010		1.50	%		1,987,500			2,476
TRUPS (*)(d)		4/30/2036		1.70	%		206,200			292

Variable Rate Debt							5,684,243			15,944



Total Debt — All Debtors						$	21,952,370	(e)	$	88,919


(a)		Reflects the variable contract rate as of April 30, 2010

(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 Exchangeable Debt, adjustments related to emergence from bankruptcy 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	April 30, 2010		April 30, 2010		April 30, 2010		April 30, 2010
					(In thousands)
Akin Gump Strauss Hauer & Feld, LLP	$	1,385	$	607	$	13,693	$	7,982
AlixPartners, LLP		1,170		1,097		17,610		10,146
Assessment Technologies		—		—		29		25
Baker & Daniels LLP		—		—		—		—
Bracewell Giuliani		154		—		1,857		902
Calvo & Clark LLP		—		—		—		—
Cushman & Wakefield		39		71		1,800		1,455
Deloitte & Touche LLP		332		548		4,856		2,336
Deloitte Tax LLP		74		42		700		425
Epiq Solutions		1		0		18		15
Ernst & Young LLP		77		84		1,037		660
FTI Consulting		270		189		3,231		2,037
Grant Thornton		2		—		24		12
Halperin Battaglia Raicht LLP		20		38		203		128
Hewitt Associates		—		—		586		—
Houlihan Lokey		1,101		221		10,445		2,130
Hughes Hubbard & Reed LLP		126		—		296		—
Jenner & Block		49		70		1,644		1,141
Kirkland & Ellis LLP⁽¹⁾		1,897		3,208		24,342		15,924
KPMG LLP		—		60		70		60
Kurtzman Carson Consultants LLC		220		216		4,618		3,818
Miller Buckfire & Co LLC⁽¹⁾		1,738		289		16,177		5,342
PricewaterhouseCoopers		12		20		160		94
Saul Ewing LLP		290		814		2,237		1,333
Silverstein & Pomerantz LLP		—		—		—		—
UBS Securities		2,980		—		3,450		—
Weil, Gotshal & Manges LLP⁽¹⁾		5,088		2,199		35,811		16,009

Total	$	17,025	$	9,773	$	144,894	$	71,974

Professional Fees Summary (See Note 7)
Restructuring costs	$	16,404	$	9,134	$	132,772	$	65,624
General & administrative		547		179		9,827		3,069
Other⁽²⁾		74		460		2,295		3,281

Total	$	17,025	$	9,773	$	144,894	$	71,974


(1)		The amount paid to Miller Buckfire & Co LLC (“Miller Buckfire”) includes $4.0 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, Kirkland & Ellis, and Weil to GGP of $1.3 million, $0.6 million, and $0.6 million from each Firm, respectively, 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 APRIL 30, 2010


		Date and Transaction
Debtor	Property	Description	Counterparty	Consideration
				(In thousands)
GGP Natick Residence LLC	Condominium Unit #822 Natick, MA	Condominium Unit Sale 4/06/10	Leslee and Roy Halleran Recoverable Trusts	$	390
GGP Natick Residence LLC	Condominium Unit #1045 Natick, MA	Condominium Unit Sale 4/08/10	Madeleine Elie, et al.	$	615
GGP Natick Residence LLC	Condominium Unit #931 Natick, MA	Condominium Unit Sale 4/28/10	Nicholas and Elaine Krommydas	$	413
GGP Natick Residence LLC	Condominium Unit #644 Natick, MA	Condominium Unit Sale 4/29/10	Bryan McAllister	$	331
GGP Natick Residence LLC	Condominium Unit #703 Natick, MA	Condominium Unit Sale 04/28/10	Sungki and Kristin Lee	$	272
GGP Natick Residence LLC	Condominium Unit - 2 Village Way #1 Natick, MA	Condominium Unit Sale 4/20/10	Jennifer Mehlman	$	135
GGP Natick Residence LLC	Condominium Unit - 55 Village Brook Lane #1 Natick, MA	Condominium Unit Sale 4/27/10	Vanessa Smalley	$	135
GGP Natick Residence LLC	Condominium Unit 8, Village Rock Lane #6 Natick, MA	Condominium Unit Sale 4/27/10	Anthony Q. Ferretti	$	135
GGP Natick Residence LLC	Condominium Unit 3, Village Way #4 Natick, MA	Condominium Unit Sale 4/27/10	Benjamin Lee	$	100
Saint Louis Land L.L.C.	Saint Louis Galleria Southern Parcel	Temporary right of entry for repairs to sanitary sewer line 4/08/10	Metropolitan Sewer District of St. Louis, Missouri	$	0

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

Reporting Period: April 30, 2010

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
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⁽³⁾
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 $3.2 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 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 $4.66 million.

(3)		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)

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 April 30, 2010, 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 April 30, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.


	GENERAL GROWTH PROPERTIES, INC.
Date: June 1, 2010	by:	/s/ Edmund Hoyt
		Edmund Hoyt
		Chief Financial Officer


	April 30, 2010
	(In thousands)
Current	$	(28,120)	*
31 - 60 days		6,969
61 - 90 days		4,367
91 - 120 days		4,656
Over 120 days		49,184

Gross Amount	$	37,056