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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 June 30, 2010

Index


Combining Condensed Statements of Income and Comprehensive Income for the Month Ended June 30, 2010 and Cumulative Post-Petition Period Ended June 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			6
Note 3: Summary of Significant Accounting Policies			8
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			10
Note 6: Rejected Contracts and Related Matters			11
Note 7: General and Administrative Expenses and Reorganization Items			12

Schedules:

Schedule I Schedule of Combined Condensed Statement of Income and Comprehensive Income for the Month Ended June 30, 2010			13
Schedule II Schedule of Combined Condensed Balance Sheet as of June 30, 2010			14
Schedule III Schedule of Payroll and Payroll Taxes			15
Schedule IV Schedule of Federal, State and Local Taxes			15
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			39

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
	June 30, 2010			June 30, 2010			June 30, 2010			Ended June 30, 2010
	(In thousands, except for
	per share amounts)
Revenues:
Minimum rents	$	8,862		$	127,907		$	136,769		$	2,005,528
Tenant recoveries		2,527			61,167			63,694			898,202
Overage rents		184			2,231			2,415			53,127
Land sales		53,643			—			53,643			61,715
Management fees and other corporate revenues		990			—			990			11,852
Other		881			4,540			5,421			80,163

Total revenues		67,087			195,845			262,932			3,110,587

Expenses:
Real estate taxes		1,495			18,463			19,958			287,870
Property maintenance costs		740			7,052			7,792			123,981
Marketing		132			1,605			1,737			34,715
Ground and other rents		405			778			1,183			17,204
Other property operating costs		3,204			32,564			35,768			513,381
Land sales operations		50,831			—			50,831			132,148
Provision for doubtful accounts		320			826			1,146			27,720
Property management and other costs		5,153			8,727			13,880			121,380
General and administrative		(32	)		19			(13	)		60,619
Provisions for impairment		20			19,716			19,736			830,328
Depreciation and amortization		4,539			44,408			48,947			724,835

Total expenses		66,807			134,158			200,965			2,874,181

Operating income		280			61,687			61,967			236,406

Interest (expense) income, net		(31,487	)		(32,286	)		(63,773	)		(1,379,559	)

Income (loss) before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(31,207	)		29,401			(1,806	)		(1,143,153	)
Provision for income taxes		(11,231	)		(179	)		(11,410	)		(22,119	)
Equity in income of Real Estate Affiliates		22,021			—			22,021			118,376
Reorganization items		(1,854	)		(36,583	)		(38,437	)		155,491

Net loss		(22,271	)		(7,361	)		(29,632	)		(891,405	)
Allocation to noncontrolling interests		(536	)		—			(536	)		5,677

Net loss attributable to common stockholders	$	(22,807	)	$	(7,361	)	$	(30,168	)	$	(885,728	)


Basic and Diluted Loss Per Share:	$	(0.07	)	$	(0.02	)	$	(0.09	)	$	(2.82	)
Dividends declared per share	$	—		$	—		$	—		$	0.19

Comprehensive (Loss) Income, Net:
Net loss attributable to common stockholders	$	(22,807	)	$	(7,361	)	$	(30,168	)	$	(885,728	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		1,727			—			1,727			23,666
Accrued pension adjustment		(103	)		—			(103	)		743
Foreign currency translation		(404	)		—			(404	)		39,655
Unrealized (losses) gains on available-for-sale securities		(3	)		—			(3	)		83

Other comprehensive income, net		1,217			—			1,217			64,147

Comprehensive loss attributable to common stockholders	$	(21,590	)	$	(7,361	)	$	(28,951	)	$	(821,581	)

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
	June 30, 2010			June 30, 2010			June 30, 2010
	(Dollars in thousands)
Assets:
Investment in real estate:
Land	$	216,426		$	2,687,209		$	2,903,635
Buildings and equipment		1,070,844			17,791,747			18,862,591
Less accumulated depreciation		(271,039	)		(3,709,663	)		(3,980,702	)
Developments in progress		249,894			122,173			372,067

Net property and equipment		1,266,125			16,891,466			18,157,591
Investment in and loans to/from Unconsolidated Real Estate Affiliates		376,711			6,403			383,114
Investment property and property held for development and sale		1,344,361			—			1,344,361
Investment in controlled non-debtor entities		3,811,563			58,889			3,870,452

Net investment in real estate		6,798,760			16,956,758			23,755,518
Cash and cash equivalents		495,204			5,606			500,810
Accounts and notes receivable, net		20,547			289,042			309,589
Goodwill		199,664			—			199,664
Deferred expenses, net		35,543			161,307			196,850
Prepaid expenses and other assets		271,581			297,296			568,877

Total assets	$	7,821,299		$	17,710,009		$	25,531,308


Liabilities and Equity:
Mortgages, notes and loans payable	$	408,031		$	13,807,692		$	14,215,723
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,552			—			32,552
Deferred tax liabilities		831,438			—			831,438
Accounts payable and accrued expenses		666,811			450,354			1,117,165

Liabilities not subject to compromise		1,938,832			14,258,046			16,196,878
Liabilities subject to compromise		7,669,762			186,495			7,856,257

Total liabilities		9,608,594			14,444,541			24,053,135


Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		97,851			—			97,851

Total redeemable noncontrolling interests		218,607			—			218,607


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, 318,842,829 shares issued as of June 30, 2010		3,188			—			3,188
Additional paid-in capital		4,364,054			(592,887	)		3,771,167
Retained earnings (accumulated deficit)		(6,311,802	)		3,858,343			(2,453,459	)
Accumulated other comprehensive loss		(687	)		12			(675	)
Less common stock in treasury, at cost, 1,449,939 shares as of June 30, 2010		(76,752	)		—			(76,752	)

Total stockholder’s equity		(2,021,999	)		3,265,468			1,243,469
Noncontrolling interests in consolidated real estate affiliates		16,097			—			16,097

Total equity		(2,005,902	)		3,265,468			1,259,566

Total liabilities and equity	$	7,821,299		$	17,710,009		$	25,531,308

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 2009 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.

On May 14, 2009, the Bankruptcy Court issued an order authorizing certain of the Debtors to enter into a Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, UBS AG, Stamford Branch, as agent, and the lenders party thereto (the “DIP Facility”).

The DIP Facility, which closed on May 15, 2009, provided for an aggregate commitment of $400.0 million (the “DIP Term Loan”), which was used to refinance the $215.0 million remaining balance on the short-term secured loan and the remainder of which has been used to provide additional liquidity to the Debtors during the pendency of their Chapter 11 Cases. The DIP Facility provided that principal outstanding on the DIP Term Loan bears interest at an annual rate equal to LIBOR (subject to a minimum LIBOR floor of 1.5%) plus 12%.

On June 22, 2010, the Bankruptcy Court issued an order authorizing certain of the Debtors to enter into a new Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement among the Company, as co-borrower, GGP Limited Partnership, as co-borrower, certain of their subsidiaries, as guarantors, Barclays Capital, as the sole arranger, Barclay and Bank, PLC, as the Administrative Agent and Collateral Agent and the lenders party thereto (the “New DIP Facility”).

The New DIP Facility, which closed on July 23, 2010, provides for an aggregate commitment of $400.0 million (the “New DIP Term Loan”), which was used to refinance the DIP Term Loan.

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

The New DIP Facility provides that principal outstanding on the New DIP Term Loan bears interest at an annual rate equal to 5.5% and matures at the earlier of May 16, 2011 or the effective date of a plan of reorganization of the remaining Debtors.

Subject to certain conditions precedent, the Company has the right to elect to repay all or a portion of the outstanding principal amount of the New DIP Term Loan, plus accrued and unpaid interest thereon by issuing common stock of GGP (“New GGP”) at the date of GGP’s emergence from bankruptcy to the lenders (the “Equity Conversion”). Any Equity Conversion will be limited to the lenders’ receipt of New GGP common stock equaling no more than (1) 8.0% of the New GGP common stock distributed in connection with the Debtors’ plan of reorganization, on a fully-diluted basis, or (2) 9.9% of the New GGP common stock actually distributed in connection with the plan of reorganization on the effective date of such plan, without giving effect to common stock held back for the payment of contingencies. The New DIP Credit Agreement contains customary covenants, representations and warranties, and events of default. The Plan provides for the repayment of the New DIP Term Loan in full, including accrued interest.

Through July 30, 2010, of the total 388 Debtors with approximately $21.83 billion of debt that filed for Chapter 11 protection, 260 Debtors owning 145 properties with $14.79 billion of secured mortgage loans filed consensual plans of reorganization and emerged from bankruptcy (the “Emerged Debtors”). The effectiveness of the plan of reorganization and emergence from bankruptcy of two additional Debtors (owning one property with $95.0 million of debt) is in the process of being finalized. Of the Emerged Debtors, 5 Debtors owning 4 properties emerged during the month of July 2010. During the six months ended June 30, 2010, 142 Debtors owning 91 properties with $10.05 billion of secured mortgage debt emerged from bankruptcy, while 113 Debtors owning 50 properties with $4.66 billion secured debt had emerged from bankruptcy as of December 31, 2009.

GGP, along with the other 126 Debtors still in bankruptcy (the “TopCo Debtors”), filed its plan of reorganization and accompanying disclosure statement (the “TopCo Plan”) on July 13, 2010 and its First Amended TopCo Plan and accompanying disclosure statement on August 2, 2010. The Bankruptcy Court has entered an order extending the Debtors’ exclusive period in which to file the TopCo Plan through October 18, 2010 and its exclusive period to solicit acceptances of the TopCo Plan through December 16, 2010.

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 or registration 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 was, or continues to be, 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

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

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 have emerged from bankruptcy protection; (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 June 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 $319.0 million was recorded on such $10.05 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 the property to the lender. 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 Chapter 11 bankruptcy protection.

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

Combining condensed income statement and balance sheets have been presented as of June 30, 2010 with separate columns for the segregation of Debtors for which plans of reorganization have been approved (“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 June 30, 2010, the Post-Confirmation Entities include 262 Debtors while the Unconfirmed Entities include 126 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. Although the June 30, 2010 information contained in this Monthly Operating Report has been prepared in conjunction with procedures performed to prepare the Company’s second quarter financial information in accordance with GAAP and the rules and regulations of the SEC, such information is unaudited and the financial information contained in this Monthly Operating Report could be subject to changes and such changes could be material. In addition, for the month of June 2010, such quarter end adjustments and changes in estimates led to the reclassification of certain costs between confirmed and unconfirmed Debtors from the amounts previously recorded. Finally, with respect to the presentation of cumulative post-petition period activity, only normal recurring adjustments were made for the routine monthly closing of the Debtors’ books in the prior periods and certain reclassifications, eliminations, accruals, valuations, reserve adjustments and disclosure items may not have made for such purposes of this Monthly Operating Report. Therefore, there can be no assurance that the financial information contained in this Monthly Operating Report for the Debtors is complete and readers are strongly cautioned not to place undue reliance upon this or any previously submitted Monthly Operating Report.

Readers of this Monthly Operating Report should refer to the Company’s audited Consolidated Financial Statements for the year ended December 31, 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 June 30, 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 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

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

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 June 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, were $8.5 million. In addition, as of June 30, 2010, the aggregate cash balance held by the Debtors upon which the first-lien holders have such lien rights was approximately $121.9 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:


	All Debtors as of
	June 30, 2010
	(In thousands)
Below-market ground leases	$	180,942
Security and escrow deposits		98,282
Prepaid expenses		78,963
Real estate tax stabilization agreement		69,645
Receivables — finance leases and bonds		57,557
Special Improvement District receivable		48,765
Above-market tenant leases		19,806
Deferred tax, net of valuation allowances		7,933
Other		6,984

Total prepaid expenses and other assets	$	568,877

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


	All Debtors as of
	June 30, 2010
	(In thousands)
Utility and other security deposits	$	30,973
Operating funds — restricted		24,841
Real estate tax escrows		9,468
Construction/major maintenance reserves		4,638
Collateralized letters of credit and other credit support		1,909
Other miscellaneous escrows		26,453

Total security and escrow deposits	$	98,282

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 June 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
	June 30, 2010
	(In thousands)
Accrued interest	$	495,268
Accounts payable and accrued expenses		379,215
Contingent purchase price liability		245,000
Uncertain tax position liabilities		217,556
Accrued payroll and other employee liabilities		169,608
Construction payable		78,197
Accrued real estate taxes		70,769
Deferred gains/income		70,110
Below-market tenant leases		47,007
Unapplied cash receipts		34,180
Accounts payable to affiliates		(95,030	)
Other		150,538

Total accounts payable and accrued expenses		1,862,418
Less: amounts not subject to compromise		(1,117,165	)

Total accounts payable and accrued expenses subject to compromise	$	745,253

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


	(In thousands)
Mortgages and secured notes	$	1,491,465
Unsecured notes		5,619,539
Accounts payable and accrued expenses		745,253

Total liabilities subject to compromise	$	7,856,257

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 may consider the rejection of certain of such contracts (except for our operating property tenant leases), no contracts have been rejected relating to the Track 1 Plans. 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	June 30, 2010			June 30, 2010
	(In thousands)
Insider compensation	$	800		$	14,747
Public Company expense (1)		206			9,618
Travel, entertainment, insurance and other		(1,019	)		36,254

Total general and administrative	$	(13	)	$	60,619


(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)	June 30, 2010			June 30, 2010
	(In thousands)
Gains on liabilities subject to compromise — vendors ⁽¹⁾	$	1,569		$	15,403
Gains on liabilities subject to compromise — mortgage debt ⁽²⁾		2,038			661,174
Interest income ⁽³⁾		25			124
U.S. Trustee fees ⁽⁴⁾		(275	)		(6,830	)
Restructuring costs — Chapter 11 Retained Professionals ⁽⁵⁾		(10,609	)		(158,104	)
Restructuring costs — including other professional fees ⁽⁶⁾		(31,185	)		(356,276	)

Total reorganization items	$	(38,437	)	$	155,491


(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 June 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 June 30, 2010
							Combined
	Debtors			Eliminations			All Debtors
	(In thousands, except for per share amounts)
Revenues:
Minimum rents	$	136,775		$	(6	)		136,769
Tenant recoveries		63,694			—			63,694
Overage rents		2,415			—			2,415
Land sales		53,643			—			53,643
Management fees and other corporate revenues		990			—			990
Other		5,421			—			5,421

Total revenues		262,938			(6	)		262,932

Expenses:
Real estate taxes		19,958			—			19,958
Property maintenance costs		7,792			—			7,792
Marketing		1,737			—			1,737
Ground and other rents		1,183			—			1,183
Other property operating costs		35,767			1			35,768
Land sales operations		50,831			—			50,831
Provision for doubtful accounts		1,146			—			1,146
Property management and other costs		13,886			(6	)		13,880
General and administrative		(13	)		—			(13	)
Provisions for impairment		19,736			—			19,736
Depreciation and amortization		48,947			—			48,947

Total expenses		200,970			(5	)		200,965

Operating income (loss)		61,968			(1	)		61,967

Interest (expense) income, net		(63,773	)		—			(63,773	)

(Loss) income before income taxes, noncontrolling interests, equity in income of Real Estate Affiliates and reorganization items		(1,805	)		(1	)		(1,806	)
Provision for income taxes		(11,410	)		—			(11,410	)
Equity in income of Real Estate Affiliates		3,689			18,332			22,021
Reorganization items		(38,437	)		—			(38,437	)

Net (loss) income		(47,963	)		18,331			(29,632	)
Allocation to noncontrolling interests		(1,439	)		903			(536	)

Net (loss) income attributable to common stockholders	$	(49,402	)	$	19,234		$	(30,168	)


Basic and Diluted Earnings Per Share:	$	(0.15	)	$	0.06		$	(0.09	)

Comprehensive (Loss) Income, Net:
Net (loss) income attributable to common stockholders	$	(49,402	)	$	19,234		$	(30,168	)
Other comprehensive income, net:
Unrealized gains, net of unrealized losses, on financial instruments		1,727			—			1,727
Accrued pension adjustment		(103	)		—			(103	)

Foreign currency translation		(403	)		(1	)		(404	)
Unrealized losses on available-for-sale securities		(3	)		—			(3	)

Other comprehensive income (loss), net		1,218			(1	)		1,217

Comprehensive (loss) income attributable to common stockholders	$	(48,184	)	$	19,233		$	(28,951	)

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 June 30, 2010
							Combined All
	Debtors			Eliminations			Debtors
				(In thousands)
Assets:
Investment in real estate:
Land	$	2,903,635		$	—		$	2,903,635
Buildings and equipment		18,862,591			—			18,862,591
Less accumulated depreciation		(3,980,702	)		—			(3,980,702	)
Developments in progress		399,830			(27,763	)		372,067

Net property and equipment		18,185,354			(27,763	)		18,157,591
Investment in and loans to/from Unconsolidated Real Estate Affiliates		603,231			(220,117	)		383,114
Investment property and property held for development and sale		1,316,862			27,499			1,344,361
Investment in controlled non-debtor entities		15,593,108			(11,722,656	)		3,870,452

Net investment in real estate		35,698,555			(11,943,037	)		23,755,518
Cash and cash equivalents		486,217			14,593			500,810
Accounts and notes receivable, net		309,589			—			309,589
Goodwill		199,664			—			199,664
Deferred expenses, net		196,850			—			196,850
Prepaid expenses and other assets		900,718			(331,841	)		568,877

Total assets	$	37,791,593		$	(12,260,285	)	$	25,531,308


Liabilities and Equity:
Mortgages, notes and loans payable	$	14,215,723		$	—		$	14,215,723
Investment in and loans to/from Unconsolidated Real Estate Affiliates		32,552			—			32,552
Deferred tax liabilities		831,438			—			831,438
Accounts payable and accrued expenses		1,138,370			(21,205	)		1,117,165

Total liabilities not subject to compromise		16,218,083			(21,205	)		16,196,878
Liabilities subject to compromise		8,206,517			(350,260	)		7,856,257

Total liabilities		24,424,600			(371,465	)		24,053,135


Redeemable noncontrolling interests:
Preferred		120,756			—			120,756
Common		97,851			—			97,851

Total redeemable noncontrolling interests		218,607			—			218,607


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, 318,842,829 shares issued as of June 30, 2010		3,188			—			3,188
Additional paid-in capital		14,253,044			(10,481,877	)		3,771,167
Retained earnings (accumulated deficit)		(1,046,517	)		(1,406,942	)		(2,453,459	)
Accumulated other comprehensive loss		(674	)		(1	)		(675	)
Less common stock in treasury, at cost, 1,449,939 shares as of June 30, 2010		(76,752	)		—			(76,752	)

Total stockholder’s equity		13,132,289			(11,888,820	)		1,243,469
Noncontrolling interests in consolidated real estate affiliates		16,097			—			16,097

Total equity		13,148,386			(11,888,820	)		1,259,566

Total liabilities and equity	$	37,791,593		$	(12,260,285	)	$	25,531,308

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 June 30, 2010


Gross Wage	Employee Payroll		Employer Payroll
Expense	Taxes Withheld (a)		Taxes Remitted (b)
	(In thousands)
$15,797	$	3,543	$	973


(a)		Employee Payroll Taxes are withheld each pay period and remitted by the Company, together with the Employer Payroll Taxes, to the appropriate tax authorities.

(b)		Gross Wages are generally paid by the Company on behalf of the Debtors every two weeks, and were last paid in this period, including withholding amounts, on June 18, 2010.

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


			Amounts Paid
	Amount Accrued		Month Ended
	June 30, 2010		June 30, 2010
	(In thousands)
Federal and state income taxes	$	4,114	$	223

State and local taxes:
Property *		70,769		15,683
Sales and use		1,543		1,250
Franchise		947		158
Other		755		15

Total state and local taxes		74,014		17,106

Total taxes	$	78,128	$	17,329


*		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	June 30, 2010		June 30, 2010
	(In thousands)
1551 Hillshire Drive	$	—	$	9
Ala Moana Ctr		3,088		—
Ala Moana Pacific		—		—
Ala Moana Plaza		—		—
Ala Moana Tower		—		—
Alameda Plaza		94		86
Animas Valley		117		—
Apache Mall		—		—
Arizona Center		68		—
Arizona Center Cinem		18		—
Arizona Center Off		35		—
Arizona Center One		224		—
Arizona Center Other		—		—
Arizona Center Parki		71		—
Arizona Center Two		291		—
Arizona Ctr Garden Off		18		—
Arizona Ctr W Prkng Lot		—		—
Augusta Anchor Acq		178		—
Augusta Mall		363		—
Austin Bluffs		28		26
Austin Mall Ltd Part.		—		—
Bailey Hills Village		—		—
Baskin Robbins		3		3
Bay City		—		—
Bayshore		—		—
Beachwood Place		1,981		1,905
Bellis Fair		26		—
Birchwood		382		—
Boise Towne Plaza		118		114
Boise Towne Square		1,011		41
Boise Twne Squ Anch Acq		43		—
Brass Mill Center		—		—
Brass Mill Commons		—		—
Burlington Town Ctr		—		147
Burlington Town Offi		—		26
Cache Valley Mall		128		—
Cache Valley Marktpl		56		—
Calendonian Holding		—		—
Canyon Point		—		—
Capital		149		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2010		June 30, 2010
	(In thousands)
Century		53		—
Chapel Hills		608		591
Chico Mall		—		—
Chula Vista		—		—
Collin Creek		939		—
Collin Creek-Dillards		—		—
Colony Square		195		190
Columbia Mall (MO)		269		—
Columbiana		752		—
Coronado Center		395		—
Corporate Pointe #2		—		—
Corporate Pointe #3		—		—
Cottonwood Mall		146		—
Cottonwood Square		21		—
Country Hills Plaza		69		—
Crossing Bus Ctr #6		—		—
Crossing Bus Ctr #7		—		—
Crossroads Ctr (MN)		—		—
Deerbrook		649		—
Deerbrook Mall Anchor Acq		35		—
Division Crossing		—		—
Eagle Ridge		271		—
Eastridge (CA)		—		—
Eastridge Mall (WY)		132		—
Eastridge Shopping Center LLC		—		—
Eden Prairie		—		—
Faneuil Hall Marketplc		—		—
Fashion Place		618		—
Fashion Place Anchor Acq		46		—
Fashion Show		—		—
Foothills Mall		464		—
Foothills Mall		—		562
Fort Union		34		—
Four Seasons Town Ctr		861		—
Fox River		1,460		—
Fremont Plaza		—		—
Gateway		—		—
Gateway Crossing		100		—
Gateway Overlook		—		—
GGPLP-Shared		1,153		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2010		June 30, 2010
	(In thousands)
Glenbrook Sq Anchor Acq		197		—
Glenbrook Square		4,604		—
Grand Teton Mall		422		409
Grand Teton Plaza		93		87
Grand Traverse		313		—
Greengate Mall, Inc		—		—
Greenwood		244		—
Harborplace		—		—
Hulen Mall		1,053		—
Jordan Creek Town Ctr		4,336		—
Kendall Town Center		369		—
Knollwood		—		—
Lakemoor		—		—
Lakeside Mall		—		—
Lakeview Square		435		—
Landmark		—		264
Lansing Mall		600		—
Lincolnshire Commons		438		—
Lockport		—		—
Lynnhaven Mall		—		—
Mall Bluffs		1,673		—
Mall of Louisiana		617		—
Mall of Louisiana Pwr Ctr		77		—
Mall St Vincent		312		—
Mall St. Matthews		392		—
Market Place		1,700		—
Mayfair		2,310		—
Mayfair Bank		160		—
Mayfair Mall LLC		—		1,846
Mayfair North		167		—
Mayfair Prof		64		—
Mayfair-Aurora Hlth CtrSht		152		—
Moreno		14		—
New Orleans Riverwalk, Ltd		—		—
Newgate		372		—
Newgate Mall Land		—		—
Newpark		—		—
NewPark Mall Anchor Acq		—		—
North Plains Mall		31		—
North Point		1,228		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
				Amount Paid
	Amount Accrued			Month Ended
Operating Property	June 30, 2010			June 30, 2010
	(In thousands)
North Star Mall		1,948			1,907
North Star Mall Anch Acq		176			—
North Temple Shops		—			—
North Town Mall		—			—
Northgate		330			—
Northridge		—			—
Oakwood Mall (WI)		1,221			—
Oakwood Center (LA)		229			—
Oglethorpe		34			218
Orem Plaza Ctr St		37			—
Orem Plaza State St		18			—
Other Hughes Properties		—			—
Oviedo Marketplace		337			—
Owings Mills Mall		—			—
Owings Mills Off Alloc		—			—
Oxmoor Center		376			—
Park City		—			—
Park Meadows		—			—
Park Place		629			—
Park West		558			—
Parking Lot-932		—			—
PDC Holding LLC		—			—
Peachtree Mall		740			—
Pecanland Mall		323			—
Pecanland Mall Anchor Acq		26			—
Piedmont		—			—
Pierre Bossier		117			—
Pine Ridge Mall		237			216
Pioneer Place		—			—
Plaza 9400		76			—
Providence Place		—			—
Provo Plaza		22			—
PTC Motels		—			—
Rascap Realty, Ltd		—			—
Red Cliffs Mall		107			—
Red Cliffs Plaza		30			—
Redlands Promenade		—			—
Regency		681			—
Retail at Residential		(289	)		—
Ridgedale 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	June 30, 2010		June 30, 2010
	(In thousands)
Ridgely Building		—		—
Rio West		106		—
River Falls		796		—
River Hills		1,518		—
River Pointe Plaza		49		—
Riverlands		30		—
Riverside Plaza		78		—
Rivertown		1,162		—
Riverwalk Marketplace-		—		—
Rogue Valley Mall		—		—
Rouse Arizona Center LLC		—		—
Rouse Si Shopping Ctr (Si)		—		5,223
S St. Marketplace Theater		168		—
Saint Louis Galleria		1,993		—
Saint Louis Galleria Anch		40		—
Salem Center		—		—
Seaport Marketplace, Inc		—		—
Sikes Senter		663		—
Silver Lake Mall		105		105
Sooner		206		—
Southlake		562		—
Southland Center		—		—
Southland Mall		—		—
SouthShore		—		—
Southwest Off l		85		—
Southwest Off ll		27		—
Southwest Plaza		1,174		—
Southwest Plaza LLC		—		1,240
Spring Hill		2,178		—
Steeplegate		—		410
Stonestown Galleria		—		—
The Bridges @ Mint Hill		10		—
The Commons Foothills		16		—
The Crossroads (MI)		655		—
The Gallery Harbor-Gar		438		—
The Gallery Harborplace		—		—
The Grand Canal		161		—
The Hughes Corp		—		—
The Maine Mall		—		—
The Mall @ Sierra Vista		224		—

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

SCHEDULE IV — Continued
SCHEDULE OF PROPERTY TAXES
(UNAUDITED)


	Property Tax
			Amount Paid
	Amount Accrued		Month Ended
Operating Property	June 30, 2010		June 30, 2010
	(In thousands)
The Pines		148		—
The Plaza Foothills		38		—
The Shoppes @ Palazzo		75		—
The Shoppes at Detroit Gwy		—		—
The Shops @ Summerlin Ctre		162		—
The Shops Fallen Timbers		1,829		—
The Shops Foothills		61		—
The Village Cr Keys Off		—		—
The Village Cross Keys		—		—
The Village of Redlands		—		—
The Woodlands Anch Acq		52		—
Town East		1,836		—
Tucson 4646 Outparcel		15		—
Tucson 4848 Outparcel		20		—
Tucson Anc Acq		31		—
Tucson Mall		436		—
Twin Falls Crossing		17		17
Tysons Galleria		1,253		—
University Crossing		125		—
Valley Hills		728		—
Village-Jordan Creek		1,139		—
Visalia Mall		—		—
Vista Commons		—		—
Vista Ridge		941		—
Ward Entertainment Ctr-		—		—
Ward Gateway Ctr		—		—
Ward Gateway-Industrial-Villag		—		—
Ward Industrial Ctr		—		—
Ward Plaza		—		—
Ward Village		—		—
Ward Village Shops		—		—
Ward Warehouse		—		—
Washington Park		84		—
West Valley		—		—
Westwood		130		—
White Marsh LP Share		—		—
White Marsh Mall		—		—
White Mountain Mall		56		—
Willowbrook (NJ)		112		—
Woodbridge Center		—		—

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		June 30, 2010
			(In thousands)
South Street Seaport Limited Partnership		09-11963	$	893
Seaport Marketplace, LLC		09-11964		—
Seaport Marketplace Theatre, LLC		09-11965		3
Lockport L.L.C.		09-11966		6
RASCAP Realty, Ltd.		09-11967		—
Bellis Fair Partners		09-11968		735
GGP-Mint Hill L.L.C.		09-11969		—
Pines Mall Partners		09-11970		142
GGP-Grandville L.L.C.		09-11971		1,350
GGP-Grandville II L.L.C.		09-11972		—
GGP-Redlands Mall, L.P.		09-11973		48
La Place Shopping, L.P.		09-11974		16
GGP-Tucson Land L.L.C.		09-11975		5
Tucson Anchor Acquisition, LLC		09-11976		137
General Growth Properties, Inc.		09-11977		—
GGP Limited Partnership		09-11978		50,753
Rouse LLC		09-11979		—
GGP American Properties Inc.		09-11980		—
Caledonian Holding Company, Inc.		09-11981		—
GGPLP L.L.C.		09-11982		13
Rouse Company LP, The		09-11983		121
TRC Co-Issuer, Inc.		09-11984		—
Oakwood Shopping Center Limited Partnership		09-11985		384
Alameda Mall Associates		09-11986		861
Bay Shore Mall Partners		09-11987		513
Chico Mall, L.P.		09-11988		117
Lansing Mall Limited Partnership		09-11989		529
GGP-Pecanland, L.P.		09-11990		525
GGP-Pecanland II, L.P.		09-11991		—
Southland Mall, L.P.		09-11992		641
South Shore Partners, L.P.		09-11993		23
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		474
New Orleans Riverwalk Associates		09-11998		366
New Orleans Riverwalk Limited Partnership		09-11999		—
White Marsh General Partnership		09-12000		484
White Marsh Mall Associates		09-12001		484
White Marsh Phase II Associates		09-12002		484

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		June 30, 2010
			(In thousands)
Parke West, LLC		09-12003		114
GGP-Newpark L.L.C.		09-12004		—
Elk Grove Town Center, L.P.		09-12005		2,992
Baltimore Center Associates Limited Partnership		09-12006		936
Baltimore Center Garage Limited Partnership		09-12007		328
Century Plaza L.L.C.		09-12008		44
Harbor Place Associates Limited Partnership		09-12009		797
Price Development Company, Limited Partnership		09-12010		235
Rouse-Phoenix Theatre Limited Partnership		09-12011		4
Rouse-Arizona Retail Center Limited Partnership		09-12012		389
Rouse-Phoenix Master Limited Partnership		09-12013		—
Saint Louis Land L.L.C.		09-12014		—
Southland Center, LLC		09-12015		347
GGP-North Point Land L.L.C.		09-12016		—
Majestic Partners-Provo, LLC		09-12017		1
GGP-Mall of Louisiana, L.P.		09-12018		1,434
NewPark Anchor Acquisition, LLC		09-12019		6
Parkview Office Building Limited Partnership		09-12020		200
Parkside Limited Partnership		09-12021		237
Park Square Limited Partnership		09-12022		35
Rouse SI Shopping Center, LLC		09-12023		7,876
Augusta Mall, LLC		09-12024		1,434
Burlington Town Center LLC, The		09-12025		533
Fashion Show Mall LLC		09-12026		802
GGP Ala Moana L.L.C.		09-12027		12,066
GGP Jordan Creek L.L.C.		09-12028		1,500
GGP Village at Jordan Creek L.L.C.		09-12029		27
GGP-Four Seasons L.L.C.		09-12030		1,470
Lincolnshire Commons, LLC		09-12031		208
Phase II Mall Subsidiary, LLC		09-12032		1,308
St. Cloud Mall L.L.C.		09-12033		651
Valley Hills Mall L.L.C.		09-12034		592
GGP Holding, Inc.		09-12035		214
The Rouse Company BT, LLC		09-12036		—
Rouse Company Operating Partnership LP, The		09-12037		—
10000 West Charleston Boulevard, LLC		09-12040		180
10190 Covington Cross, LLC		09-12041		41
1120/1140 Town Center Drive, LLC		09-12042		145
1160/1180 Town Center Drive, LLC		09-12043		125
1201-1281 Town Center Drive, LLC		09-12044		31

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		June 30, 2010
			(In thousands)
1251 Center Crossing, LLC		09-12045		—
1450 Center Crossing Drive, LLC		09-12046		19
1451 Center Crossing Drive, LLC		09-12047		9
1551 Hillshire Drive, LLC		09-12048		127
1635 Village Centre Circle, LLC		09-12049		19
1645 Village Center Circle, LLC		09-12050		20
9901-9921 Covington Cross, LLC		09-12051		16
9950-9980 Covington Cross, LLC		09-12052		15
Alameda Mall, L.L.C.		09-12053		—
Apache Mall, LLC		09-12054		282
Arizona Center Parking, LLC		09-12055		23
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		—
Austin Mall, LLC		09-12060		—
Bakersfield Mall, Inc.		09-12061		—
Bakersfield Mall LLC		09-12062		1,286
Baltimore Center, LLC		09-12063		—
Bay City Mall Associates L.L.C.		09-12064		181
Bay Shore Mall II L.L.C.		09-12065		—
Bay Shore Mall, Inc.		09-12066		—
Beachwood Place Holding, LLC		09-12067		—
Beachwood Place Mall, LLC		09-12068		3,768
Benson Park Business Trust		09-12069		—
Birchwood Mall, LLC		09-12070		186
Boise Mall, LLC		09-12071		1,013
Boise Town Square Anchor Acquisition, LLC		09-12072		—
Boise Towne Plaza L.L.C.		09-12073		185
Boulevard Associates		09-12074		1,192
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		38
Century Plaza, Inc.		09-12080		—
Champaign Market Place L.L.C.		09-12081		875
Chapel Hills Mall L.L.C.		09-12082		869
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		June 30, 2010
			(In thousands)
Chula Vista Center, LLC		09-12085		144
Collin Creek Anchor Acquisition, LLC		09-12086		—
Collin Creek Mall, LLC		09-12087		946
Colony Square Mall L.L.C.		09-12088		304
Columbia Mall L.L.C.		09-12089		826
Coronado Center L.L.C.		09-12090		1,448
Coronado Center Holding L.L.C.		09-12091		—
Cottonwood Mall, LLC		09-12092		6
Country Hills Plaza, LLC		09-12093		21
Deerbrook Mall, LLC		09-12094		894
DK Burlington Town Center LLC		09-12095		—
Eagle Ridge Mall, Inc.		09-12096		—
Eagle Ridge Mall, L.P.		09-12097		242
Eastridge Shopping Center L.L.C.		09-12098		1,500
Eden Prairie Anchor Building L.L.C.		09-12099		—
Eden Prairie Mall, Inc.		09-12100		—
Eden Prairie Mall L.L.C.		09-12101		864
Elk Grove Town Center L.L.C.		09-12102		—
ER Land Acquisition L.L.C.		09-12103		—
Fallbrook Square Partners Limited Partnership		09-12104		743
Fallbrook Square Partners L.L.C.		09-12105		—
Fallen Timbers Shops, LLC		09-12106		122
Fallen Timbers Shops II, LLC		09-12107		—
Faneuil Hall Marketplace, LLC		09-12108		1,423
Fashion Place, LLC		09-12109		1,437
Fashion Place Anchor Acquisition, LLC		09-12110		—
Fifty Columbia Corporate Center, LLC		09-12111		—
Forty Columbia Corporate Center, LLC		09-12112		—
Fox River Shopping Center, LLC		09-12113		1,787
Franklin Park Mall, LLC		09-12114		—
Franklin Park Mall Company, LLC		09-12115		—
Gateway Crossing L.L.C.		09-12116		97
Gateway Overlook Business Trust		09-12117		565
Gateway Overlook II Business Trust		09-12118		—
GGP Acquisition, L.L.C.		09-12119		—
GGP Ala Moana Holdings L.L.C.		09-12120		—
GGP American Holdings Inc.		09-12121		—
GGP General II, Inc.		09-12122		—
GGP Holding II, Inc.		09-12123		—
GGP Holding Services, Inc.		09-12124		—

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		June 30, 2010
			(In thousands)
GGP Ivanhoe II, Inc.		09-12125		—
GGP Ivanhoe IV Services, Inc.		09-12126		3
GGP Kapiolani Development L.L.C.		09-12127		65
GGP Knollwood Mall, LP		09-12128		289
GGP Natick Residence LLC		09-12129		239
GGP Savannah L.L.C.		09-12130		—
GGP/Homart, Inc.		09-12131		48
GGP/Homart Services, Inc.		09-12132		—
GGP-Bay City One, Inc.		09-12133		—
GGP-Brass Mill, Inc.		09-12134		1,631
GGP-Burlington L.L.C.		09-12135		—
GGP-Canal Shoppes L.L.C.		09-12136		—
GGP-Foothills L.L.C.		09-12137		771
GGP-Glenbrook L.L.C.		09-12138		1,266
GGP-Glenbrook Holding L.L.C.		09-12139		10
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		1,456
GGP-Maine Mall Holding L.L.C.		09-12145		—
GGP-Maine Mall Land L.L.C.		09-12146		—
GGP-Moreno Valley, Inc.		09-12147		495
GGP-Newgate Mall, LLC		09-12148		433
GGP-Newpark, Inc.		09-12149		—
GGP-North Point, Inc.		09-12150		1,640
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		1,008
GGP-Tucson Mall L.L.C.		09-12155		1,436
GGP-UC L.L.C.		09-12156		104
Grand Canal Shops II, LLC		09-12157		4,216
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		June 30, 2010
			(In thousands)
Ho Retail Properties II Limited Partnership		09-12165		190
Hocker Oxmoor, LLC		09-12166		812
Hocker Oxmoor Partners, LLC		09-12167		—
Howard Hughes Canyon Pointe Q4, LLC		09-12168		50
Howard Hughes Corporation, The		09-12169		575
Howard Hughes Properties, Inc.		09-12170		2,092
Howard Hughes Properties, Limited Partnership		09-12171		27
Howard Hughes Properties IV, LLC		09-12172		6
Howard Hughes Properties V, LLC		09-12173		94
HRD Parking, Inc.		09-12174		7
HRD Remainder, Inc.		09-12175		—
Hulen Mall, LLC		09-12176		1,099
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		1,485
Lakeview Square Limited Partnership		09-12183		200
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		567
Lynnhaven Holding L.L.C.		09-12189		—
Lynnhaven Mall L.L.C.		09-12190		2,572
Mall of Louisiana Holding, Inc.		09-12191		—
Mall of Louisiana Land, LP		09-12192		12
Mall of Louisiana Land Holding, LLC		09-12193		—
Mall of the Bluffs, LLC		09-12194		107
Mall St. Matthews Company, LLC		09-12195		—
Mall St. Vincent, Inc.		09-12196		—
Mall St. Vincent, L.P.		09-12197		148
Mayfair Mall, LLC		09-12198		2,979
MSAB Holdings, Inc.		09-12199		—
MSAB Holdings L.L.C.		09-12200		—
MSM Property L.L.C.		09-12201		1,099
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		June 30, 2010
			(In thousands)
North Plains Mall, LLC		09-12205		21
North Star Anchor Acquisition, LLC		09-12206		—
North Star Mall, LLC		09-12207		4,477
North Town Mall, LLC		09-12208		286
Northgate Mall L.L.C.		09-12209		126
NSMJV, LLC		09-12210		—
Oakwood Hills Mall, LLC		09-12211		139
Oglethorpe Mall L.L.C.		09-12212		1,244
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		306
Park Mall, Inc.		09-12218		—
Park Mall L.L.C.		09-12219		1,514
PDC Community Centers L.L.C.		09-12220		412
PDC-Eastridge Mall L.L.C.		09-12221		419
PDC-Red Cliffs Mall L.L.C.		09-12222		197
Peachtree Mall L.L.C.		09-12223		786
Pecanland Anchor Acquisition, LLC		09-12224		—
Piedmont Mall, LLC		09-12225		259
Pierre Bossier Mall, LLC		09-12226		158
Pine Ridge Mall L.L.C.		09-12227		472
Pioneer Office Limited Partnership		09-12228		200
Pioneer Place Limited Partnership		09-12229		294
Price Development TRS, Inc.		09-12230		—
Price-ASG L.L.C.		09-12231		921
Prince Kuhio Plaza, Inc.		09-12232		—
Providence Place Holdings, LLC		09-12233		—
Redlands Land Acquisition Company L.L.C.		09-12234		—
Redlands Land Acquisition Company, L.P.		09-12235		—
Redlands Land Holding L.L.C.		09-12236		—
Ridgedale Center, LLC		09-12237		1,389
Rio West L.L.C.		09-12238		147
River Falls Mall, LLC		09-12239		38
River Hills Land, LLC		09-12240		—
River Hills Mall, LLC		09-12241		654
Rogue Valley Mall L.L.C.		09-12242		499
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		June 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		2,932
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		214
Rouse-Phoenix Cinema, LLC		09-12261		—
Rouse-Phoenix Corporate Center Limited Partnership		09-12262		133
Rouse-Phoenix Development Company, LLC		09-12263		—
Rouse-Portland, LLC		09-12264		—
RS Properties Inc.		09-12265		1,112
Saint Louis Galleria L.L.C.		09-12266		1,855
Saint Louis Galleria Anchor Acquisition, LLC		09-12267		2,206
Saint Louis Galleria Holding L.L.C.		09-12268		—
Sierra Vista Mall, LLC		09-12269		77
Sikes Senter, LLC		09-12270		617
Silver Lake Mall, LLC		09-12271		161
Sixty Columbia Corporate Center, LLC		09-12272		—
Sooner Fashion Mall L.L.C.		09-12273		509
Southlake Mall L.L.C.		09-12274		936
Southland Center Holding, LLC		09-12275		—
Southland Mall, Inc.		09-12276		—
Southwest Denver Land L.L.C.		09-12277		—
Southwest Plaza L.L.C.		09-12278		1,505
Spring Hill Mall L.L.C.		09-12279		198
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		1,744
Summerlin Centre, LLC		09-12284		1,527

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		June 30, 2010
			(In thousands)
Summerlin Corporation		09-12285		—
Three Rivers Mall L.L.C.		09-12286		182
Three Willow Company, LLC		09-12287		—
Town East Mall, LLC		09-12288		1,404
Tracy Mall, Inc.		09-12289		—
Tracy Mall Partners, L.P.		09-12290		688
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		101
Two Willow Company, LLC		09-12296		—
Tysons Galleria L.L.C.		09-12297		1,867
U.K.-American Properties, Inc.		09-12298		1,348
Valley Hills Mall, Inc.		09-12299		—
Valley Plaza Anchor Acquisition, LLC		09-12300		—
VCK Business Trust		09-12301		413
Victoria Ward Center L.L.C.		09-12302		159
Victoria Ward Entertainment Center L.L.C.		09-12303		111
Victoria Ward, Limited		09-12304		1,547
Victoria Ward Services, Inc.		09-12305		—
Village of Cross Keys, LLC, The		09-12306		57
Visalia Mall L.L.C.		09-12307		—
Vista Commons, LLC		09-12308		19
Visalia Mall, L.P.		09-12309		416
Vista Ridge Mall, LLC		09-12310		1,233
VW Condominium Development, LLC		09-12311		—
Ward Gateway-Industrial-Village, LLC		09-12312		169
Ward Plaza-Warehouse, LLC		09-12313		208
Weeping Willow RNA, LLC		09-12314		—
West Kendall Holdings, LLC		09-12315		669
Westwood Mall, LLC		09-12316		119
White Marsh Mall, LLC		09-12317		—
White Mountain Mall, LLC		09-12318		50
Willow SPE, LLC		09-12319		—
Willowbrook II, LLC		09-12320		—
Willowbrook Mall, LLC		09-12321		1,657
Woodbridge Center Property, LLC		09-12322		1,725
Woodlands Mall Associates, LLC, The		09-12323		1,886
10000 Covington Cross, LLC		09-12324		2

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		June 30, 2010
			(In thousands)
10 CCC Business Trust		09-12457		26
20 CCC Business Trust		09-12458		30
30 CCC Business Trust		09-12459		175
Capital Mall L.L.C.		09-12462		309
GGP-Columbiana Trust		09-12464		157
GGP-Gateway Mall L.L.C.		09-12467		577
Grand Traverse Mall Partners, LP		09-12469		223
Greenwood Mall L.L.C.		09-12471		729
Kalamazoo Mall L.L.C.		09-12472		585
Lancaster Trust		09-12473		1,254
Mondawmin Business Trust		09-12474		411
Running Brook Business Trust		09-12475		2
Town Center East Business Trust		09-12476		54
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		—

			$	201,397

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)			Month Ended June 30		June 30 (b)
						(Dollars in thousands)
Fixed Rate Loans
Secured Asset Loans:
10000 West Charleston		3/1/2011		7.88	%	$	21,772	$	143
1160/80 Town Center		1/13/2017		6.99	%		8,183		48
Ala Moana A1		6/30/2018		5.68	%		1,178,027		5,500
Ala Moana A2		6/30/2018		5.60	%		297,665		1,370
Augusta Mall		11/10/2017		5.56	%		173,889		795
Baltimore Center Garage Ltd Partnership		6/1/2018		6.05	%		14,503		73
Bay City		12/2/2013		5.38	%		23,581		104
Bayshore		8/31/2016		7.13	%		30,321		180
Beachwood Place		10/7/2017		5.68	%		235,872		1,101
Bellis Fair		2/14/2018		7.34	%		59,325		363
Boise Towne Plaza		7/9/2015		4.76	%		10,645		42
Boise Towne Square		8/11/2017		6.73	%		69,146		383
Brass Mill		4/10/2016		4.61	%		119,189		452
Burlington		7/1/2015		5.10	%		25,819		108
Burlington 2 (*)		7/1/2010		6.39	%		5,500		29
Capital		10/1/2014		7.38	%		19,889		121
Chapel Hills		10/11/2010		5.10	%		113,274		475
Chico Mall		2/11/2009		4.80	%		55,913		220
Collin Creek Mall		7/9/2016		6.87	%		65,580		370
Columbia Mall (MO)		5/3/2017		6.13	%		89,567		451
Coronado		12/6/2016		5.15	%		165,270		699
Corporate Pointe 2 (10650 W. Charleston)		3/12/2016		6.92	%		4,440		25
Corporate Pointe 3 (10750 W. Charleston)		3/12/2016		6.92	%		4,440		25
Country Hills		6/1/2016		6.12	%		13,305		67
Crossroads Center (MN)		1/30/2014		4.79	%		82,329		324
Deerbrook		1/1/2014		3.51	%		70,558		203
Eagle Ridge		10/12/2015		5.49	%		46,726		210
Eastridge (CA) Note A		8/31/2017		6.00	%		132,840		655
Eastridge (CA) Note B		8/31/2017		5.39	%		36,297		161
Eastridge (WY )		12/4/2016		5.15	%		38,315		162
Eden Prairie		9/30/2014		4.73	%		77,895		303
Fallbrook		1/3/2018		6.22	%		84,598		433
Faneuil Hall		9/30/2016		5.65	%		92,425		429
Fashion Place		4/5/2014		5.38	%		141,647		626
Four Seasons		6/11/2017		5.68	%		97,266		454
Fox River		9/3/2016		6.04	%		193,603		962
Gallery at Harborplace 1 (Baltimore Center Land, Garage & Office)		6/1/2014		8.00	%		63,405		434
Gateway		10/1/2014		7.38	%		38,979		236
Gateway Overlook		8/30/2016		5.86	%		54,720		263
Glenbrook		12/30/2016		4.98	%		173,449		710
Grand Canal Shoppes		5/1/2014		4.85	%		384,495		1,532
Grand Traverse		10/1/2012		5.09	%		83,541		349
Greenwood		10/1/2014		7.38	%		43,762		265
Harborplace		4/5/2016		5.87	%		49,702		240
Homart I (*)		2/28/2013		6.03	%		245,115		1,215
Hulen Mall		6/7/2015		5.10	%		110,556		463
Ivanhoe Capital (*)		12/3/2012		5.82	%		93,713		448
Jordan Creek		3/2/2014		4.63	%		181,286		690
JP Comm Jr. Gateway Crossing		1/7/2014		4.76	%		14,848		58
JP Comm Jr. Univ. Crossing		1/7/2014		4.76	%		11,085		43
JP Comm Sr. Austin Bluffs		1/1/2014		4.46	%		2,200		8
JP Comm Sr. Division Crossing		1/1/2014		4.46	%		5,071		19
JP Comm Sr. Fort Union		1/1/2014		4.46	%		2,647		10
JP Comm Sr. Halsey Crossing		1/1/2014		4.46	%		2,482		9
JP Comm Sr. Orem Plaza Center St		1/1/2014		4.46	%		2,366		9
JP Comm Sr. Orem Plaza State St		1/1/2014		4.46	%		1,464		5
JP Comm Sr. Riverpointe Plaza		1/1/2014		4.46	%		3,664		13
JP Comm Sr. Riverside Plaza		1/1/2014		4.46	%		5,244		19
JP Comm Sr. Woodlands Village		1/1/2014		4.46	%		6,700		25
Knollwood		10/10/2017		5.43	%		39,165		175
Lakeside Mall		6/1/2016		4.34	%		175,852		627
Lakeview Square		3/1/2016		5.89	%		40,618		197
Lansing I		1/1/2014		9.48	%		22,780		175
Lincolnshire Commons		9/30/2016		6.06	%		27,863		139
Lynnhaven		7/6/2015		5.12	%		232,043		977
Maine		12/10/2016		4.90	%		211,585		853
Mall of Louisiana Mezz (*)		9/30/2017		6.49	%		60,022		320

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)			Month Ended June 30		June 30 (b)
						(Dollars in thousands)
Mall of Louisiana Note A		9/30/2017		6.49	%		116,575		531
Mall of Louisiana Note B		9/30/2017		6.49	%		53,569		264
Mall St Matthews Ltd Partnership		1/1/2014		4.87	%		141,308		566
Mall St Vincent		7/7/2014		6.39	%		49,000		257
Market Place		5/3/2017		6.13	%		105,490		532
Moreno Valley		9/11/2013		6.04	%		86,171		428
Newgate		4/1/2014		4.91	%		39,992		161
Newpark		8/2/2014		7.55	%		66,854		415
North Point		2/29/2016		5.56	%		211,716		967
North Star		1/4/2015		4.49	%		226,968		838
Northgate		9/1/2016		5.97	%		44,332		217
Northridge Fashion		12/30/2014		7.24	%		123,615		746
Oglethorpe		7/2/2015		4.96	%		138,343		564
Oviedo		5/7/2012		5.19	%		50,813		216
Oxmoor		12/2/2016		6.95	%		55,912		319
Park City Note A		4/1/2014		4.80	%		117,055		462
Park City Note B		4/1/2014		7.19	%		28,724		170
Park Place		1/11/2015		5.22	%		172,563		741
Peachtree		6/1/2015		5.15	%		87,719		371
Pecanland		1/1/2014		4.34	%		55,696		198
Piedmont		9/6/2016		6.06	%		33,361		166
Pine Ridge		12/4/2016		5.15	%		25,833		109
Prince Kuhio		1/1/2014		3.50	%		36,647		105
Providence Place 2		3/11/2015		5.09	%		248,134		1,039
Providence Place 3 (*)		3/11/2015		5.19	%		52,256		223
Providence Place 4 (*)		3/11/2015		6.02	%		34,299		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		5.15	%		24,553		104
Regency Square		7/1/2015		3.64	%		90,982		272
Ridgedale		9/30/2016		4.93	%		174,287		706
River Hills		1/3/2018		6.22	%		79,622		407
RiverTown Junior Loan (*)		12/30/2014		8.36	%		15,515		108
RiverTown Senior Loan		12/30/2014		7.29	%		99,874		607
Rogue Valley		7/1/2014		7.96	%		25,862		169
Sikes Senter		6/1/2017		5.27	%		60,126		261
Sooner Fashion		1/3/2018		6.22	%		59,716		305
Southlake		12/1/2019		6.53	%		99,555		534
Southland		1/1/2014		3.67	%		78,827		238
Southland (RSE)		3/5/2010		5.04	%		106,599		441
St. Louis Galleria		1/3/2017		4.92	%		232,289		940
Staten Island 1		10/1/2015		5.16	%		84,706		354
Staten Island 2		10/1/2015		8.26	%		68,130		456
Staten Island 3		10/1/2015		5.61	%		124,596		582
Steeplegate Note A		8/1/2014		4.81	%		61,842		245
Steeplegate Note B		8/1/2014		5.86	%		14,283		69
Stonestown Note A		9/1/2017		5.93	%		155,306		757
Stonestown Note B		9/1/2017		5.73	%		59,881		282
The Boulevard		7/1/2018		4.33	%		104,717		373
The Crossroads (MI)		1/1/2014		7.50	%		38,877		240
The Woodlands Note A		6/12/2016		6.00	%		183,924		906
The Woodlands Note B		6/12/2016		6.00	%		54,680		269
Three Rivers		12/4/2016		5.15	%		21,032		89
Town East		1/1/2014		3.51	%		102,113		295
Tucson Mall		1/1/2014		4.32	%		114,084		405
Tucson Mall — Hyper Am		1/1/2014		4.32	%		3,901		14
Tysons Galleria — Note A		9/11/2017		5.76	%		222,137		1,052
Tysons Galleria — Note B		9/11/2017		6.08	%		31,320		157
Valley Hills		3/4/2016		4.79	%		55,480		219
Valley Plaza		1/10/2016		3.95	%		92,542		301
Victoria Ward (Village/Industrial/Gateway)		9/30/2016		5.69	%		87,952		411
Victoria Ward (Warehouse/Plaza)		10/6/2011		5.60	%		68,500		315
Village of Cross Keys		1/1/2014		7.04	%		9,497		56
Visalia		1/1/2014		3.83	%		39,882		126
Vista Ridge		4/10/2016		6.87	%		78,449		449
Ward Centre & Ward Entertainment		1/1/2014		4.39	%		56,868		205
Washington Park		3/31/2016		5.43	%		11,837		53
West Valley		1/1/2014		3.48	%		54,021		154
White Marsh		9/1/2017		5.62	%		186,397		873

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)			Month Ended June 30			June 30 (b)
						(Dollars in thousands)
Willowbrook Mall		6/30/2016		6.92	%		155,259			883
Woodbridge Corporation		6/1/2014		4.30	%		202,773			717
Unsecured Asset Loans:
GGPLP/GGPLPLLC Exchangable Debt (*)		2/24/2010		1.58	%		1,550,000			5,141
Public Indenture — Company Debt (*)		3/16/2009		3.63	%		400,000			2,400
Public Indenture — Senior Bond (*)		11/26/2013		5.38	%		395,000			1,193
Public Indenture 100 (*)		11/26/2013		5.38	%		100,000			448
Public Indenture 350 (*)		4/30/2009		8.00	%		350,000			1,568
Public Indenture Senior Note (*)		5/1/2013		6.75	%		200,000			1,333
Rouse Senior Notes (*)		5/1/2013		6.75	%		800,000			4,500

Fixed Rate Debt							16,226,228			72,642

Secured Asset Loans:
Bank Note — Animas Valley		7/11/2016		3.60	%		44,904			133
Bank Note — Birchwood Mall		7/11/2016		3.60	%		48,493			144
Bank Note — Cache Valley		7/11/2016		3.60	%		29,580			88
Bank Note — Colony Square		7/11/2016		3.60	%		29,155			86
Bank Note — Columbiana		7/11/2016		3.60	%		107,270			318
Bank Note — Fallen Timbers		7/11/2016		3.60	%		48,563			144
Bank Note — Foothills		7/11/2016		3.60	%		39,975			118
Bank Note — Grand Teton		7/11/2016		3.60	%		52,429			155
Bank Note — Mall at Sierra Vista		7/11/2016		3.60	%		24,115			71
Bank Note — Mall of the Bluffs		7/11/2016		3.60	%		26,775			79
Bank Note — Mayfair		7/11/2016		3.60	%		306,997			909
Bank Note — Mondawmin		7/11/2016		3.60	%		74,982			222
Bank Note — North Plains		7/11/2016		3.60	%		13,600			40
Bank Note — North Town Mall		7/11/2016		3.60	%		92,559			274
Bank Note — Oakwood		7/11/2016		3.60	%		84,319			250
Bank Note — Owings Mills		7/11/2016		3.60	%		25,035			74
Bank Note — Pierre Bossiere		7/11/2016		3.60	%		42,825			127
Bank Note — Pioneer Place		7/11/2016		3.60	%		163,068			483
Bank Note — Salem Center		7/11/2016		3.60	%		38,667			115
Bank Note — Silver Lake Mall		7/11/2016		3.60	%		13,515			40
Bank Note — Southwest Plaza		7/11/2016		3.60	%		109,931			326
Bank Note — Spring Hill		7/11/2016		3.60	%		54,370			161
Bank Note — Westwood Mall		7/11/2016		3.60	%		27,923			83
Bank Note — White Mountain		7/11/2016		3.60	%		10,950			32
Fashion Show		5/5/2017		3.35	%		644,830			1,776
Oakwood Center		6/1/2014		3.60	%		95,000			281
Palazzo		5/5/2017		3.35	%		249,202			686
Unsecured Asset Loans:
DIP (c)		3/16/2011		13.69	%	$	400,000			4,500
GGPLP/GGPLPLLC Revolver (*)		2/24/2010		1.58	%		590,000			764
GGPLP/GGPLPLLC Senior Term (*)		2/24/2010		1.58	%		1,987,500			2,574
TRUPS (*)(d)		4/30/2036		1.80	%		206,200			305

Variable Rate Debt							5,682,732			15,358



Total Debt — All Debtors							21,908,960	(e)		88,000


(a)		Reflects the variable contract rate as of June 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	June 30, 2010		June 30, 2010		June 30, 2010		June 30, 2010
	(In thousands)
Akin Gump Strauss Hauer & Feld, LLP	$	—	$	774	$	14,495	$	9,962
AlixPartners, LLP		1,904		2,371		21,074		13,517
Assessment Technologies		—		—		29		25
Baker & Daniels LLP		—		—		—		—
Bracewell Giuliani		—		—		2,012		1,278
Calvo & Clark LLP		—		—		—		—
Cushman & Wakefield		1,677		39		3,542		1,662
Deloitte & Touche LLP		—		—		5,184		2,336
Deloitte Tax LLP		—		—		742		422
Epiq Solutions		—		—		18		15
Ernst & Young LLP		—		16		1,099		735
FTI Consulting		—		166		3,484		2,376
Grant Thornton		—		—		26		16
Halperin Battaglia Raicht LLP		6		20		235		168
Hewitt Associates		—		—		586		—
Houlihan Lokey		488		237		12,031		2,616
Hughes Hubbard & Reed LLP		—		39		310		132
Jenner & Block		—		43		1,702		1,206
Kirkland & Ellis LLP⁽¹⁾		—		1,452		26,093		17,376
KPMG LLP		—		—		70		60
Kurtzman Carson Consultants LLC		—		417		4,984		4,670
Miller Buckfire & Co LLC⁽¹⁾		552		305		18,489		5,935
PricewaterhouseCoopers		78		2		288		98
Saul Ewing LLP		628		340		3,320		1,673
Silverstein & Pomerantz LLP		—		—		—		—
UBS Securities		2,515		—		8,944		—
Weil, Gotshal & Manges LLP⁽¹⁾		2,830		5,047		42,318		24,221
Weitzman Group		88		—		88		—

Total	$	10,766	$	11,268	$	171,163	$	90,499

Professional Fees Summary (See Note 7)
Restructuring costs	$	10,609	$	11,114	$	158,104	$	83,519
General & administrative		157		43		10,722		3,132
Other⁽²⁾		—		111		2,337		3,848

Total	$	10,766	$	11,268	$	171,163	$	90,499


⁽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 JUNE 30, 2010


Debtor	Property	Date and Transaction Description	Counterparty	Consideration
				(In thousands)
Mall of the Bluffs, LLC	Vacant Parcel, Council Bluffs, Iowa	Vacant Parcel Sale (4.97 acres) 06/25/10	City of Council Bluffs, Iowa	$	68
GGP Natick Residence LLC	Condominium Unit #809 Natick, MA	Condominium Unit Sale 06/02/10	Daniel and Kathy Goodman	$	379
GGP Natick Residence LLC	Condominium Unit #1042 Natick, MA	Condominium Unit Sale 06/04/10	Vijaya and Narayana Swamy	$	479
GGP Natick Residence LLC	Condominium Unit #209 Natick, MA	Condominium Unit Sale 06/04/10	Melissa Bateman	$	339
GGP Natick Residence LLC	Condominium Unit #413 Natick, MA	Condominium Unit Sale 06/01/10	Richard and Ellen Blocker	$	440
GGP Natick Residence LLC	Condominium Unit #511 Natick, MA	Condominium Unit Sale 06/04/10	Joon-Seok Oh	$	374
GGP Natick Residence LLC	Condominium Unit #1013 Natick, MA	Condominium Unit Sale 06/11/10	John Horne	$	520
GGP Natick Residence LLC	Condominium Unit #309 Natick, MA	Condominium Unit Sale 06/16/10	David Zizik and Karen Baker	$	392
GGP Natick Residence LLC	Condominium Unit #725 Natick, MA	Condominium Unit Sale 06/18/10	Tania Gonzalez	$	425
GGP Natick Residence LLC	Condominium Unit #145 Natick, MA	Condominium Unit Sale 06/18/10	Frances Jimenez and Praveen Kumar	$	300
GGP Natick Residence LLC	Condominium Unit #247 Natick, MA	Condominium Unit Sale 06/25/10	Kourosh Hessamfar, et al.	$	280
GGP Natick Residence LLC	Condominium Unit #728 Natick, MA	Condominium Unit Sale 06/23/10	Abdelouahed Soufiane	$	395
GGP Natick Residence LLC	Condominium Unit #723 Natick, MA	Condominium Unit Sale 06/25/10	Vincent Lee	$	389
GGP Natick Residence LLC	Condominium Unit #441 Natick, MA	Condominium Unit Sale 06/28/10	Khodarahm Khodarahmi	$	551
GGP Natick Residence LLC	Condominium Unit #707 Natick, MA	Condominium Unit Sale 06/28/10	Zhaoqing Zhou	$	403
GGP Natick Residence LLC	Condominium Unit #825 Natick, MA	Condominium Unit Sale 06/30/10	Alicia Frascione	$	442
GGP Natick Residence LLC	Condominium Unit #621 Natick, MA	Condominium Unit Sale 06/29/10	Steven Liberfarb, et al.	$	432

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

Reporting Period: June 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 $7.8 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 $3.2 million.

(3)		As previously described in Note 6 of the May 2009 MOR, which description is incorporated into this response by reference, the DIP Term Loan of $400 million was funded on May 15, 2009. On June 22, 2010, the Bankruptcy Court issued an order authorizing certain Debtors to enter into the New DIP Facility which closed on July 23, 2010.


Delaware	1-11656	42-1283895

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

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

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

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

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


Exhibit No.		Description
99.1		Monthly Operating Report for the month ended June 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
Date: August 9, 2010		Chief Financial Officer


Exhibit
Number		Name
99.1		Monthly Operating Report for the month ended June 30, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.


	June 30, 2010
	(In thousands)
Current	$	(27,682	)
31 - 60 days		6,438
61 - 90 days		3,456
91 - 120 days		1,067
Over 120 days		42,888

Gross Amount	$	26,167