8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)
October 29, 2010

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 29, 2010, General Growth Properties, Inc. (“GGP”) issued a press release describing its results of operations for the three months ended September 30, 2010. A copy of the press release (included as pages 3-16 of the GGP supplemental information described in 7.01 below) is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

On October 29, 2010, General Growth Properties, Inc. made available on its website, certain supplemental financial information (including the press release described in Item 2.02 above) regarding its operations for the three and nine months ended September 30, 2010 and 2009. A copy of such information is being furnished as Exhibit 99.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.	Description
99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Reports Third Quarter 2010 Operating Results” dated October 29, 2010 (furnished herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC.
 

/s/ Steven J. Douglas  

Steven J. Douglas 

Chief Financial Officer 

Date: October 29, 2010

EXHIBIT INDEX

Exhibit
Number	Name
99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Reports Third Quarter 2010 Operating Results” dated October 29, 2010 (furnished herewith).

EX-99.1

Exhibit 99.1

General Growth Properties, Inc.

Supplemental Financial Information

For the Three and Nine Months Ended September 30, 2010

This presentation contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to successfully complete our plan of reorganization and emerge from bankruptcy, our ability to refinance, extend, restructure or repay our near and intermediate term debt, our substantial level of indebtedness, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

Supplemental Financial/Operational Data
September 30, 2010
Table of Contents

All information included in this supplemental package is unaudited and is as of September 30, 2010, unless otherwise indicated.

Corporate Overview	1 - 2
Corporate Profile	1
Bankruptcy	1
Corporate Overview	1
Stock Listing	1
Common Stock Dividend	1
Investor Relations	1
Transfer Agent	1
Debt Ratings	1
Ownership Structure	2
Total Market Capitalization	2
Third Quarter Earnings Announcement	3-15
Supplemental Financial Data*	16-25
Summary Retained FFO & Core FFO	17
Tenant Allowances, Above- and Below-Market Tenant Leases & Straight Line Rent	18
Master Planned Communities	19-20
Capital Information	21
Changes in Total Common & Equivalent Shares	22
Common Dividend History	23
Summary of Outstanding Debt	24
Third Quarter 2010 Financing Activity	25
Supplemental Operational Data	26-30
Operating Statistics, Certain Financial Information & Top Tenants	27
Retail Portfolio GLA, Occupancy, Sales & Rent Data	28
Retail and Other Net Operating Income by Geographic Area at Share	29
Lease Expiration Schedule, Lease Termination Income at Share	30
Expansions, Redevelopments & New Developments	31-32

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

Corporate Overview

Corporate Profile

GGP and its predecessor companies have been in the shopping center business for over fifty years. GGP is one of the largest U.S.-based publicly traded real estate investment trusts (REIT). At September 30, 2010, the Company has ownership interest in a portfolio of more than 200 regional shopping malls in 43 states, as well as ownership in master planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet and includes over 24,000 retail stores nationwide. Average occupancy at September 30, 2010 was 91.4% and tenant sales per square foot were $426.

Bankruptcy

On April 16, 2009 and April 22, 2009, GGP, approximately 166 regional shopping centers and certain subsidiaries voluntarily sought relief under Chapter 11 of the United States Bankruptcy Code. Certain other subsidiaries, and GGP’s joint ventures, did not file for such bankruptcy protection. As of September 30, 2010, 262 of the 388 subsidiaries which filed for bankruptcy, including 149 regional shopping centers, had emerged from bankruptcy. On October 21, 2010 the plan of reorganization for GGP and the remaining debtors was confirmed. GGP and such companies are expected to emerge from bankruptcy in November 2010.

Corporate Overview

The corporate mission of GGP is to create value and profit by acquiring, developing, renovating, and managing regional malls in major and middle markets throughout the United States.

Stock Listing

Common Stock
NYSE: GGP

Common Stock Dividend

The Company paid a common stock dividend for 2009 of $0.19 consisting of approximately $6.0 million in cash and 4,923,287 shares of common stock on January 28, 2010.

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

Debt Ratings
Standard & Poors — Corporate Rating	NR
Standard & Poors — Senior Debt Rating	NR
Standard & Poors — TRCLP Bonds Rating	NR
Moody’s — Senior Debt Rating		C
Moody’s — TRCLP Bonds Rating		C

Please visit the GGP web site for additional information: www.ggp.com

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Summary Ownership Structure as of September 30, 2010

Total Market Capitalization (dollars in thousands)			September 30, 2010
Total Portfolio Debt (Company consolidated debt plus applicable share from unconsolidated affiliates) (a) (b) (c)			$	27,344,960
Perpetual Preferred Units (d)
Perpetual Preferred Units at 8.25%	$	5,000
Convertible Preferred Units (d)
Convertible Preferred Units at 6.50%		26,637
Convertible Preferred Units at 7.00%		25,133
Convertible Preferred Units at 8.50%		63,986
		115,756
Total Preferred Securities			$	120,756
Other Preferred Stock				476
Common Operating Partnership Units (e)
7.4 million Operating Partnership Units based on an exchange rate of one for 1.0158 per share of common stock as adjusted as a result of common stock issued as a dividend				115,117
Common Stock
317.4 million shares of common stock — outstanding at end of period (e) (f)			$	4,951,317
Total Market Capitalization at end of period			$	32,532,626

(a)	Reflected at carrying value at September 30, 2010 and excludes liabilities to special improvement districts of $64.8 million, noncontrolling interest adjustment of $69.3 million, mark-to-market adjustments of ($584.9 million) and senior notes discount of ($47.7 million).
(b)	Company consolidated debt at September 30, 2010 includes approximately $6.9 billion of mortgage and other notes payable which are currently subject to compromise as certain of our operating entities are operating under Chapter 11 protection. Accordingly, the carrying value for such loans may not reflect the amount which ultimately may be allowed and paid as a result of our chapter 11 cases.
(c)	Due to the Aliansce IPO in Brazil, the GGP share of Aliansce debt — $116.1 million as of Q3 2010 — is excluded. The GGP investment is now in the form of common stock with no obligations for further contributions.
(d)	Reflected at carrying value at September 30, 2010 as the Company adopted accounting principles related to noncontrolling interests in consolidated financial statements and related guidance in the first quarter of 2009 as required.
(e)	Reflects the closing price per share on September 30, 2010 of $15.60.
(f)	Net of 1.4 million treasury shares.

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Third Quarter Earnings Announcement

October 29, 2010

NEWS RELEASE

FOR IMMEDIATE RELEASE

GENERAL GROWTH PROPERTIES REPORTS
THIRD QUARTER 2010 OPERATING RESULTS

Chicago, Illinois, October 29, 2010 — General Growth Properties (NYSE: GGP) today announced operating results for the three months ending September 30, 2010.

For the third quarter of 2010, Retail and Other Segment net operating income (NOI) was $581.8 million compared to $582.9 million for the third quarter of 2009. Loss per share was $0.73 in the third quarter of 2010 compared to a loss of $0.38 in the third quarter of 2009. Core Funds from Operations (Core FFO) were losses of $29.3 million in the third quarter of 2010 compared to a positive $88.9 million in the third quarter of 2009. Decreases in the third quarter of 2010 were primarily the result of net incremental reorganization expense items of approximately $79.9 million and incremental accrued interest expense (related to final consensual plans of reorganization which were approved on October 21, 2010) of approximately $83.7 million. During the quarter, tenant sales at comparable properties increased by 10.2% over the third quarter of 2009, building on the year-over-year sales growth momentum in the first and second quarter of 7.5% and 7.8% respectively.

A schedule showing adjustments and non-comparable income and expense items and their impact on 2010 and 2009 NOI from the Retail and Other Segment is provided with this release. Concurrent with this release, the Company has made available on its website its quarterly package of supplemental financial information, which provides additional operational result detail.

THIRD QUARTER 2010 AND 2009 COMPARABLE RETAIL AND OTHER SEGMENT NOI

	($ in thousands)
	2010			2009
Retail and Other Segment NOI	$	581,829		$	582,852
Adjustments		(15,469	)		(10,498	)
Comparable Retail and Other Segment NOI	$	566,360		$	572,354
Decrease in Comparable Retail and Other Segment NOI		(1.0	%)

“GGP’s underlying operating performance continues to improve. We are particularly pleased with the improving retail sales performance of our malls,” said Adam Metz, chief executive officer of GGP. “Comparable tenant sales rose more than 10 percent in the quarter from the same quarter in 2009, which is evidence that our operational strategy is working. During the restructuring, GGP’s employees remained very focused on maintaining high standards at our properties to ensure that they continue to perform for our shoppers and retailers. I am happy to report that we accomplished that. We expect these sales results to drive rents on a long-term basis, which bodes well for the future performance of ‘new’ GGP once it emerges from bankruptcy early next month. As the next management team takes the helm, I am confident that GGP has a strong financial and operational foundation for a successful future.”

As previously announced on October 28, 2010, Sandeep Mathrani will become the chief executive officer of the “new” GGP at the beginning of 2011. Mr. Metz will step down as CEO at the end of the year.

CORE FFO, FFO AND EPS HIGHLIGHTS

• Core FFO for the third quarter of 2010 was a loss of $29.3 million, or a loss of $0.09 per fully diluted share, compared to a positive $88.9 million, or $0.28 per fully diluted share, for the third

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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quarter of 2009. Core FFO excludes results from the Master Planned Communities segment and the (provision for) benefit from income taxes. FFO was a loss of $27.8 million in the third quarter of 2010 compared to $100.2 million in the third quarter of 2009, a decrease of approximately $128 million. The primary drivers for these quarterly decreases were an increase of approximately $79.9 million in net reorganization expense items in 2010 and the recognition of approximately $83.7 million of incremental accrued interest expense related to loans of debtors which have had their consensual plans of reorganization recently confirmed by the Bankruptcy Court. Such increases were partially offset by a reduction in aggregate provisions for impairment of approximately $56.3 million compared to third quarter 2009.

•

EPS were a loss of $0.73 in the third quarter of 2010 compared to a loss of $0.38 in the third quarter of 2009. A substantial majority of the additional loss in EPS in 2010 was due to the items listed in the attached supplemental comparative schedule of matters affecting NOI, Core FFO and FFO described above.

CAPITAL TRANSACTIONS

During the third quarter of 2010, General Growth Properties, on behalf of certain of its Unconsolidated Joint Ventures, refinanced three individual secured mortgage loans totaling approximately $615 million at a weighted average interest rate of approximately 4.66% and at a weighted average term of approximately 10 years. Total net proceeds, at GGP’s share, were approximately $98.2 million and the weighted average loan to value ratio at closing was approximately 45%. Also during the quarter, General Growth Properties restructured a $260.0 million secured mortgage loan on behalf of another Unconsolidated Joint Venture, at an interest rate of approximately 6.65%. Total net proceeds, at GGP’s share, were approximately ($10.4 million) and the maturity date was extended an additional 5 years.

SEGMENT RESULTS

Retail and Other Segment

§	Comparable tenant sales on a trailing 12 month basis increased to $426 per square foot or 3.6% compared to the same period last year. On a quarterly basis, comparable tenant sales rose a strong 10.2% year-over-year, with first half momentum growing in third quarter.
§	Retail Center occupancy increased to 91.4% at September 30, 2010, from 91.3% at September 30, 2009.
§	NOI in this segment was $581.8 million for the third quarter of 2010 compared to $582.9 million for the third quarter of 2009. Excluding the items detailed in the attached schedule of significant items that impact comparability, NOI for the third quarter of 2010 declined 1.0% year-over-year primarily due to lower temporary tenant revenue and occupancy and lower NOI at GGP’s Special Consideration Properties (the 13 properties identified as underperforming assets as part of our bankruptcy emergence and loan restructuring process). At those properties, aggregate NOI decreased approximately $2.0 million in the third quarter of 2010 compared to the third quarter of 2009.
§	Revenues from consolidated properties declined $1.9 million, or approximately 0.3%, for the third quarter of 2010 to $732.2 million from $734.0 million in the third quarter of 2009.
§	Revenues from unconsolidated properties at the Company’s ownership share were $144.2 million for the third quarter of 2010, a decline from $147.6 million in 2009, primarily due to declines in temporary tenant rents.

Operational Highlights

GGP continues to strengthen its assets and operational performance in order to maximize value over the long term. GGP invests in its properties to enhance their positions in the market and their appeal to shoppers and tenants and is committed to fostering long-lasting relationships with its retail partners. During the third quarter, the company signed 1.8 million square feet of new and renewal leases.

• GGP continues to attract some of the nation’s leading retailers and new concept stores. In the third quarter, Forever 21 opened five new stores totaling more than 393,000 square feet, including three in Texas (Baybrook Mall and The Woodlands in Houston and North Star Mall in San Antonio).

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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Luxury fashion designer Michael Kors opened five new stores at Oakbrook Center, Park Meadows, Towson Town Center, Staten Island Mall, and Tysons Galleria; and Australian-based retailer Cotton On signed leases to open seven new stores at California and Florida-based properties. The company also opened another new Apple store at Boise Towne Square in September.

Master Planned Communities Segment

GGP’s Master Planned Community segment includes The Woodlands and Bridgeland, both in the Houston metropolitan area; Summerlin in Las Vegas; and Columbia and Emerson in Maryland. This segment also includes the Nouvelle at Natick condominium project in Massachusetts. As a result of the confirmation of GGP’s plan of reorganization on October 21, 2010, the projects in this segment will be part of the assets included in The Howard Hughes Corporation (“THHC”), a new company that will be created upon GGP’s emergence from bankruptcy.

• During the quarter, GGP sold 24 units at its Nouvelle Natick condominium project and has executed sales contracts pending for an additional 7 units. Such unit sales yielded recognized revenues of approximately $10.3 million for the third quarter of 2010.

• Land sale revenues for the third quarter of 2010 were $10.0 million for consolidated master planned communities and $10.8 million (at the Company’s ownership share) for The Woodlands, the company’s unconsolidated community, compared to $7.4 million and $7.8 million, respectively, for the third quarter of 2009. Increases in land sale revenues for the consolidated master planned communities were largely a result of the collection of participation amounts on previous sales as lot sales to residential builders continue to reflect continued weak overall demand for individual lots. The increases in revenues at The Woodlands are predominantly due to increases in commercial acreage sold, with 11.3 acres sold in 2010 compared to 0.6 acres sold in 2009.

• NOI from the Master Planned Communities segment for the third quarter of 2010 was $0.5 million for consolidated properties and $2.7 million for the unconsolidated properties, as margins from lot or unit sales did not significantly exceed selling and community/property-specific general and administrative costs, which are largely fixed.

SUMMARY OF BANKRUPTCY EMERGENCE PLANS

On October 21, 2010, the U.S. Bankruptcy Court for the Southern District of New York confirmed the Company’s plan of reorganization. GGP expects to emerge from Chapter 11 restructuring on or around November 8th.

GGP will emerge from its financial restructuring with a strong balance sheet and substantially less debt, providing it with a solid financial foundation on which to execute its growth strategy. Upon emergence, GGP will have a significantly improved capital structure, having secured $6.8 billion in equity commitments from Brookfield Asset Management, Fairholme Funds, Pershing Square Capital Management, and The Teacher Retirement System of Texas (and Blackstone, if it elects, as anticipated, to subscribe to a portion of such $6.8 billion in equity).

As part of its plan of reorganization, GGP will split upon emergence into two separate publicly traded corporations, a reorganized GGP (“New GGP”) and The Howard Hughes Corporation (“THHC”), with current shareholders receiving common stock in both companies. New GGP will remain the second-largest shopping mall owner and operator in the country, with more than 185 regional malls in 43 states, and will focus on largely stable, income-producing shopping malls and other real estate assets. THHC, a spin-off company, will consist of GGP’s portfolio of master planned communities and other strategic real estate development opportunities. The plan of reorganization yields a substantial recovery to current common stockholders of GGP, who will as a group own a majority of the outstanding common stock of THHC and a significant minority of the outstanding common stock of New GGP upon emergence.

All pre-petition GGP creditors will be satisfied in full. The restructured loans provide for the repayment of such restructured secured mortgage debt without any prepayment penalties. In addition, the holders of $1.65 billion of certain corporate bonds have elected to either exchange their holdings for new, longer-dated bonds or be reinstated at existing rates, thereby providing the Company an even more attractive

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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maturity profile while allowing the Company to forgo the more costly standby term debt facility it had arranged.

EQUITY OFFERING

A key feature of the $6.8 billion of new capital to be received pursuant to the investment agreements is a clawback provision that provides GGP with the option to replace up to $2.15 billion of the capital being committed by Fairholme, Pershing Square and Teacher Retirement System of Texas with the proceeds of equity issuances at more advantageous pricing. New GGP has filed a registration statement on Form S-11 with the Securities and Exchange Commission to raise public equity shortly after emergence from Chapter 11.

The offering of equity shortly after emergence from Chapter 11 will be made only by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-11 may be accessed through the Securities and Exchange Commission’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

FUNDS FROM OPERATIONS AND CORE FFO

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

The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties. FFO does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance. However, the Company believes that FFO is a less meaningful supplemental measure for the Master Planned Communities segment of its business. FFO does not facilitate an understanding of the operating performance of the Master Planned Communities segment of its business as its primary strategy in this segment is to develop and sell land in a manner that increases the value of the remaining land. In addition, the Master Planned Communities segment of the Company’s business is operated within taxable REIT subsidiaries and therefore its (provision for) benefit from income tax expense is largely attributable to this segment of the business. To isolate these parts of the Company from the Retail and Other segment, for which FFO is a relevant measure of operating performance, the Company also uses Core FFO as an operating measure. Core FFO is defined as FFO excluding the NOI from the Master Planned Communities segment and the (provision for) benefit from income taxes.

In order to provide a better understanding of the relationship between Core FFO, FFO and GAAP net income (loss), a reconciliation of Core FFO and FFO to GAAP net income (loss) attributable to common stockholders has been provided. Neither Core FFO nor FFO represent cash flow from operating activities in accordance with GAAP, neither should be considered as an alternative to GAAP net income (loss) attributable to common stockholders and neither is necessarily indicative of cash available to fund cash needs. In addition, the Company has presented FFO on a consolidated and unconsolidated basis (at the Company’s

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

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

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

Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to non-controlling interests, reorganization items, strategic initiatives and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates, land values (with respect to the Master Planned Communities) and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

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

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

PROPERTY INFORMATION

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

GGP INFORMATION/WEBSITE

The Company currently has ownership interest in more than 200 regional shopping malls in 43 states and internationally, as well as ownership in master planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company’s common stock is currently traded on the New York Stock Exchange under the symbol GGP. For more information, please visit the Company website at http://www.ggp.com.

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to emerge from bankruptcy pursuant to our approved plan of reorganization, our ability to refinance, extend, restructure or repay our short and intermediate term debt, our substantial level of indebtedness, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

###

CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Funds From Operations (“FFO”)
Company stockholders	$	(27,209	)	$	97,963		$	306,900		$	(7,306	)
Operating Partnership unit holders		(623	)		2,278			7,037			(181	)
Operating Partnership	$	(27,832	)	$	100,241		$	313,937		$	(7,487	)
(Decrease) increase in FFO over comparable prior year period		(127.8)	%		(44.0	)%		4,293.1	%		(101.2	)%
FFO per share:
Company stockholders — basic	$	(0.09	)	$	0.31		$	0.97		$	(0.02	)
Operating Partnership — basic		(0.09	)		0.31			0.97			(0.02	)
Operating Partnership — diluted		(0.09	)		0.31			0.96			(0.02	)
(Decrease) increase in diluted FFO per share over comparable prior year periods		(129.0)	%		(44.6	)%		4,900.0	%		(101.0	)%
Core Funds From Operations (“Core FFO”)
Core FFO	$	(29,320	)	$	88,862		$	327,714		$	90,530
(Decrease) increase in Core FFO over comparable prior year period		(133.0)	%		(55.4	)%		262.0	%		(85.9	)%
Core FFO per share — diluted		(0.09	)		0.28			1.01			0.28
(Decrease) increase in diluted Core FFO per share over comparable prior year periods		(132.1)	%		(54.8	)%		260.7	%		(86.4	)%
Dividends
Dividends paid per share (a)	$	—		$	—		$	0.19		$	—
Payout ratio (% of diluted FFO paid out)		—	%		—	%		19.8	%		—	%
Real Estate Property Net Operating Income (“NOI”)
Retail and Other:
Consolidated	$	486,550		$	486,356		$	1,464,210		$	1,507,480
Unconsolidated		95,279			96,496			294,803			294,165
Total Retail and Other		581,829			582,852			1,759,013			1,801,645
Master Planned Communities:
Consolidated		520			(2,173	)		(3,676	)		(111,893	)
Unconsolidated		2,744			(847	)		9,975			4,172
Total Master Planned Communities		3,264			(3,020	)		6,299			(107,721	)
Total Real estate property net operating income	$	585,093		$	579,832		$	1,765,312		$	1,693,924

	September 30,		December 31,
Selected Balance Sheet Information	2010		2009
Cash and cash equivalents	$	630,014	$	654,396
Investment in real estate:
Net land, buildings and equipment	$	21,271,450	$	21,684,661
Developments in progress		424,616		417,969
Net investment in and loans to/from
Unconsolidated Real Estate Affiliates		1,869,381		1,941,024
Investment property and property held for development and sale		1,906,163		1,753,175
Net investment in real estate	$	25,471,610	$	25,796,829
Total assets	$	27,742,933	$	28,149,774
Mortgages, notes and loans payable not subject to compromise	$	16,927,928	$	7,300,772
Mortgages, notes and loans payable subject to compromise (b)		6,932,135		17,155,245
Redeemable noncontrolling interests — Preferred		120,756		120,756
Redeemable noncontrolling interests — Common		115,117		86,077
Total equity		586,385		847,339
Total capitalization (at cost)	$	24,682,321	$	25,510,189

(a)

Represents 2009 dividend declared in December 2009 that was paid in January 2010 (approximately $6.0 million in cash and 4,923,287 shares of common stock).

(b)

Mortgages, notes and loans payable subject to compromise as of the respective balance sheet dates are for obligations of the Debtors which do not have effective plans of reorganization as of such dates. The contractual principal amount of such mortgages, notes and loans payable reflected as subject to compromise at September 30, 2010, are expected to be $1.86 billion at our projected emergence from bankruptcy on November 8, 2010, as a result of GGP’s confirmed plans of reorganization.

9

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Revenues:
Minimum rents	$	487,433		$	489,472		$	1,464,650		$	1,487,288
Tenant recoveries		217,906			217,040			647,744			674,750
Overage rents		10,333			10,408			28,126			26,214
Land and condominium sales		20,290			7,409			85,325			38,844
Management fees and other corporate revenues		14,075			16,851			48,063			57,569
Other		19,655			19,781			62,337			57,031
Total revenues		769,692			760,961			2,336,245			2,341,696
Expenses:
Real estate taxes		71,339			69,925			214,496			210,443
Property maintenance costs		27,176			28,246			89,207			77,704
Marketing		9,043			7,358			22,374			21,840
Other property operating costs		132,441			136,235			387,713			394,414
Land and condominium sales operations		19,770			9,582			89,001			42,046
Provision for doubtful accounts		5,628			5,925			15,575			25,104
Property management and other costs		41,057			44,876			125,007			130,485
General and administrative		9,401			8,324			22,707			22,436
Strategic Initiatives (a)		—			3,328			—			67,341
Provisions for impairment		4,620			60,940			35,893			474,420
Depreciation and amortization		175,336			185,016			527,956			576,103
Total expenses		495,811			559,755			1,529,929			2,042,336
Operating income		273,881			201,206			806,316			299,360
Interest income		274			523			1,087			1,754
Interest expense		(413,237	)		(326,357	)		(1,050,241	)		(983,198	)
Loss before income taxes, noncontrolling interests, reorganization items, and equity in income of Unconsolidated Real Estate Affiliates		(139,082	)		(124,628	)		(242,838	)		(682,084	)
(Provision for) benefit from income taxes		(1,913	)		14,430			(19,797	)		10,202
Equity in income of Unconsolidated Real Estate Affiliates		9,789			15,341			60,441			39,218
Reorganization items		(102,517	)		(22,597	)		(93,216	)		(47,515	)
Loss from continuing operations		(233,723	)		(117,454	)		(295,410	)		(680,179	)
Discontinued operations — gain (loss) on dispositions		—			29			—			(26	)
Net loss		(233,723	)		(117,425	)		(295,410	)		(680,205	)
Allocation to noncontrolling interests		2,538			(422	)		(1,646	)		7,876
Net loss attributable to common stockholders	$	(231,185	)	$	(117,847	)	$	(297,056	)	$	(672,329	)
Basic and Diluted Loss Per Share:
Continuing operations	$	(0.73	)	$	(0.38	)	$	(0.94	)	$	(2.16	)
Discontinued operations		—			—			—			—
Total basic and diluted loss per share	$	(0.73	)	$	(0.38	)	$	(0.94	)	$	(2.16	)

(a) Reclassified from general and administrative, as presented in the third quarter 2009, to conform to the 2009 audited financial statement presentation.

10

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

	Three Months Ended September 30, 2010
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	487,433		$	94,000		$	581,433
Tenant recoveries		217,906			38,364			256,270
Overage rents		10,333			1,065			11,398
Other, including noncontrolling interests		16,505			10,802			27,307
Total property revenues		732,177			144,231			876,408
Property operating expenses:
Real estate taxes		71,339			11,047			82,386
Property maintenance costs		27,176			4,840			32,016
Marketing		9,043			2,009			11,052
Other property operating costs		132,441			30,118			162,559
Provision for doubtful accounts		5,628			938			6,566
Total property operating expenses		245,627			48,952			294,579
Retail and other net operating income		486,550			95,279			581,829
Master Planned Communities
Land and condominium sales		20,290			10,824			31,114
Land and condominium sales operations		(19,770	)		(8,080	)		(27,850	)
Master Planned Communities net operating income		520			2,744			3,264
Real estate property net operating income	$	487,070		$	98,023		$	585,093
Management fees and other corporate revenues		14,075			4,376
Property management and other costs		(41,057	)		(8,235	)
General and administrative		(9,401	)		(5,095	)
Provisions for impairment		(4,620	)		(20	)
Depreciation on non-income producing assets, including headquarters building		(2,428	)		—
Interest income		274			2,201
Interest expense		(413,237	)		(43,698	)
(Provision for) benefit from income taxes		(1,913	)		137
Preferred unit distributions		(2,336	)		—
Other FFO from noncontrolling interests		528			41
Reorganization items		(102,517	)		—
FFO		(75,562	)		47,730
Equity in FFO of Unconsolidated Properties		47,730			(47,730	)
Operating Partnership FFO	$	(27,832	)	$	—

	Three Months Ended September 30, 2009
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	489,472		$	94,264		$	583,736
Tenant recoveries		217,040			39,718			256,758
Overage rents		10,408			1,442			11,850
Other, including noncontrolling interests (a)		17,125			12,172			29,297
Total property revenues		734,045			147,596			881,641
Property operating expenses:
Real estate taxes		69,925			11,775			81,700
Property maintenance costs (b)		28,246			5,024			33,270
Marketing		7,358			1,484			8,842
Other property operating costs (b)		136,235			31,278			167,513
Provision for doubtful accounts		5,925			1,539			7,464
Total property operating expenses		247,689			51,100			298,789
Retail and other net operating income		486,356			96,496			582,852
Master Planned Communities
Land and condominium sales		7,409			7,800			15,209
Land and condominium sales operations		(9,582	)		(8,647	)		(18,229	)
Master Planned Communities net operating (loss) income		(2,173	)		(847	)		(3,020	)
Real estate property net operating income	$	484,183		$	95,649		$	579,832
Management fees and other corporate revenues		16,851			4,267
Property management and other costs		(44,876	)		(8,660	)
General and administrative		(8,324	)		(1,390	)
Strategic initiatives (c)		(3,328	)		—
Provisions for impairment		(60,940	)		—
Depreciation on non-income producing assets, including headquarters building		(2,328	)		—
Interest income		523			1,040
Interest expense		(326,357	)		(36,811	)
Benefit from (provision for) income taxes		14,430			(31	)
Preferred unit distributions		(2,336	)		—
Other FFO from noncontrolling interests		1,246			30
Reorganization items		(22,597	)		—
FFO		46,147			54,094
Equity in FFO of Unconsolidated Properties		54,094			(54,094	)
Operating Partnership FFO	$	100,241		$	—

(a)	2009 NOI was reduced by $2.4 million of other revenue, which represents joint venture asset management fees that were
	reclassified to management fees and other corporate revenues to conform to the 2010 presentation.
(b)	Other property operating costs were increased by $32.0 million of expenses primarily related to cleaning and janitorial costs that
	were reclassified from property maintenance costs to conform to the 2010 presentation.
(c)	Reclassified from general and administrative, as presented in the third quarter 2009, to conform to the 2009 audited financial
	statement presentation.

11

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

	Nine Months Ended September 30, 2010
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	1,464,650		$	288,606		$	1,753,256
Tenant recoveries		647,744			115,135			762,879
Overage rents		28,126			3,251			31,377
Other, including noncontrolling interests		53,055			33,143			86,198
Total property revenues		2,193,575			440,135			2,633,710
Property operating expenses:
Real estate taxes		214,496			35,711			250,207
Property maintenance costs		89,207			14,721			103,928
Marketing		22,374			4,637			27,011
Other property operating costs		387,713			87,198			474,911
Provision for doubtful accounts		15,575			3,065			18,640
Total property operating expenses		729,365			145,332			874,697
Retail and other net operating income		1,464,210			294,803			1,759,013
Master Planned Communities
Land and condominium sales		85,325			36,796			122,121
Land and condominium sales operations		(89,001	)		(26,821	)		(115,822	)
Master Planned Communities net operating income		(3,676	)		9,975			6,299
Real estate property net operating income		1,460,534			304,778		$	1,765,312
Management fees and other corporate revenues		48,063			14,069
Property management and other costs		(125,007	)		(27,106	)
General and administrative		(22,707	)		(4,572	)
Provisions for impairment		(35,893	)		(441	)
Depreciation on non-income producing assets, including headquarters building		(7,221	)		—
Interest income		1,087			5,361
Interest expense		(1,050,241	)		(129,432	)
Provision for income taxes		(19,797	)		(279	)
Preferred unit distributions		(7,006	)		—
Other FFO from noncontrolling interests		2,865			98
Reorganization items		(93,216	)		—
FFO		151,461			162,476
Equity in FFO of Unconsolidated Properties		162,476			(162,476	)
Operating Partnership FFO	$	313,937		$	—

	Nine Months Ended September 30, 2009
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	1,487,288		$	288,698		$	1,775,986
Tenant recoveries		674,750			119,259			794,009
Overage rents		26,214			3,632			29,846
Other, including noncontrolling interests (a)		48,733			37,813			86,546
Total property revenues		2,236,985			449,402			2,686,387
Property operating expenses:
Real estate taxes		210,443			36,620			247,063
Property maintenance costs (b)		77,705			14,023			91,728
Marketing		21,840			4,234			26,074
Other property operating costs (b)		394,413			95,768			490,181
Provision for doubtful accounts		25,104			4,592			29,696
Total property operating expenses		729,505			155,237			884,742
Retail and other net operating income		1,507,480			294,165			1,801,645
Master Planned Communities
Land and condominium sales		38,844			26,320			65,164
Land and condominium sales operations		(42,046	)		(22,148	)		(64,194	)
Master Planned Communities net operating income		(3,202	)		4,172			970
Provision for impairment		(108,691	)		—			(108,691	)
Master Planned Communities net operating (loss) income		(111,893	)		4,172			(107,721	)
Real estate property net operating income		1,395,587			298,337		$	1,693,924
Management fees and other corporate revenues		57,569			12,195
Property management and other costs		(130,485	)		(26,960	)
General and administrative		(22,436	)		(8,133	)
Strategic initiatives (c)		(67,341	)		—
Provisions for impairment		(365,729	)		(3,206	)
Depreciation on non-income producing assets, including headquarters building		(7,201	)		—
Interest income		1,754			2,972
Interest expense		(983,198	)		(120,395	)
Benefit from (provision for) income taxes		10,202			(498	)
Preferred unit distributions		(7,007	)		—
Other FFO from noncontrolling interests		3,912			89
Reorganization items		(47,515	)		—
FFO		(161,888	)		154,401
Equity in FFO of Unconsolidated Properties		154,401			(154,401	)
Operating Partnership FFO	$	(7,487	)	$	—

(a)	2009 NOI was reduced by $8.0 million of other revenue, which represents joint venture asset management fees that were reclassified to management fees and other corporate revenues to conform to the 2010 presentation.
(b)	Other property operating costs were increased by $95.7 million of expenses primarily related to cleaning and janitorial costs that were reclassified from property maintenance costs to conform to the 2010 presentation.
(c)	Reclassified from general and administrative, as presented in the third quarter 2009, to conform to the 2009 audited financial statement presentation.

12

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

	Three Months Ended						Three Months Ended
	September 30, 2010						September 30, 2009
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	1,318		$	(127	)	$	2,737		$	384
Straight-line rent		8,035			3,067			8,480			2,998
Real estate taxes:
Real estate tax stabilization agreement		(981	)		—			(981	)		—
Other property operating costs:
Non-cash ground rent expense		(1,570	)		(249	)		(1,576	)		(247	)
Provisions for impairment		(4,620	)		(20	)		(60,940	)		—
Interest expense:
Mark-to-market adjustments on debt		(18,734	)		2,071			3,294			155
Amortization of deferred finance costs		(2,528	)		(523	)		(9,916	)		(396	)
Amortization of discount on exchangeable notes		(7,329	)		—			(6,897	)		—
Termination of interest rate swaps		(596	)		—			(4,519	)		—
Debt extinguishment costs		(8,850	)		(31	)		—			—
Non-cash reorganization items		(71,132	)		—			7,062			—
Totals	$	(106,987	)	$	4,188		$	(63,256	)	$	2,894

	Nine Months Ended						Nine Months Ended
	September 30, 2010						September 30, 2009
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	4,403		$	(42	)	$	6,094		$	3,317
Straight-line rent		27,153			8,117			27,173			9,523
Real estate taxes:
Real estate tax stabilization agreement		(2,943	)		—			(2,943	)		—
Other property operating costs:
Non-cash ground rent expense		(4,702	)		(642	)		(4,740	)		(927	)
Provisions for impairment		(35,893	)		(441	)		(474,420	)		(3,206	)
Interest expense:
Mark-to-market adjustments on debt		(9,912	)		2,284			9,357			1,486
Amortization of deferred finance costs		(18,880	)		(1,361	)		(35,889	)		(1,221	)
Amortization of discount on exchangeable notes		(21,619	)		—			(20,347	)		—
Termination of interest rate swaps		(9,636	)		—			14,156			—
Debt extinguishment costs		(9,007	)		(31	)		(578	)		—
Non-cash reorganization items		127,401			—			(24,114	)		—
Totals	$	46,365		$	7,884		$	(506,251	)	$	8,972

SUPPLEMENTAL SCHEDULE OF MANAGEMENT AND ADMINISTRATIVE COSTS, NET
(In thousands)

	Three Months Ended						Three Months Ended
	September 30, 2010						September 30, 2009
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Management fees and other corporate revenues, net (a)	$	8,434		$	4,376		$	11,210		$	4,267
Property management and other costs		(41,057	)		(2,594	)		(44,876	)		(3,019	)
General and administrative		(9,401	)		(5,095	)		(8,324	)		(1,390	)
Total management and administrative costs, net	$	(42,024	)	$	(3,313	)	$	(41,990	)	$	(142	)

	Nine Months Ended						Nine Months Ended
	September 30, 2010						September 30, 2009
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Management fees and other corporate revenues, net (a)	$	30,737		$	14,069		$	40,076		$	12,195
Property management and other costs		(125,007	)		(9,780	)		(130,485	)		(9,467	)
General and administrative		(22,707	)		(4,572	)		(22,436	)		(8,133	)
Total management and administrative costs, net	$	(116,977	)	$	(283	)	$	(112,845	)	$	(5,405	)

(a) Management and other fees are net of property management fee expense incurred by the unconsolidated properties, at our ownership share, which are reflected as a component of property management and other costs in unconsolidated properties. Such amounts are $5.6 million for the three months ended September 30, 2010, $5.6 million for the three months ended September 30, 2009, $17.3 million for the nine months ended September 30, 2010, and $17.5 million for the nine months ended September 30, 2009.

13

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Retail and other net operating income	$	581,829		$	582,852		$	1,759,013		$	1,801,645
Retail and other net operating income adjustments:
Net operating income from noncomparable properties		(10,401	)		(9,855	)		(31,810	)		(33,937	)
Corporate and other		(773	)		3,216			(624	)		3,963
Termination income		(4,295	)		(3,859	)		(25,127	)		(24,053	)
Total Retail and other net operating income adjustments		(15,469	)		(10,498	)		(57,561	)		(54,027	)
Comparable retail and other net operating income	$	566,360		$	572,354		$	1,701,452		$	1,747,618
Core FFO	$	(29,320	)	$	88,862		$	327,714		$	90,530
Core FFO adjustments:
Retail and other net operating income adjustments		(15,469	)		(10,498	)		(57,561	)		(54,027	)
Provisions for impairment:
Operating properties		4,516			18,161			35,290			139,583
Non-recoverable development and pre-development costs		124			36,496			1,044			94,318
Goodwill		—			6,283			—			135,034
Core FFO provisions for impairment		4,640			60,940			36,334			368,935
Reorganization items (b)
Gains on liabilities subject to compromise — vendors		188			(2,670	)		(6,687	)		(5,049	)
Gains on liabilities subject to compromise — mortgage debt		(4,309	)		—			(323,319	)		—
Restructuring costs		105,287			23,864			419,125			50,071
Interest income		(72	)		(16	)		(162	)		(23	)
U.S. Trustee fees		1,423			1,419			4,259			2,516
Total reorganization items		102,517			22,597			93,216			47,515
Strategic initiatives (c)		—			3,328			—			67,341
Termination of interest rate swaps		—			—			—			34,813
Accrued interest expense related to the plan		83,739			—			83,739			—
Total Core FFO adjustments		175,427			76,367			155,728			464,577
Comparable Core FFO	$	146,107		$	165,229		$	483,442		$	555,107
Comparable Core FFO per share — diluted	$	0.45		$	0.52		$	1.48		$	1.74

(a)	Includes consolidated and unconsolidated properties.
(b)	Reorganization items reflect bankruptcy-related activity, including gains on liabilities subject to compromise, interest income, U.S. Trustee fees, and other restructuring costs, incurred after filing for Chapter 11 protection on April 16, 2009.
(c)	Strategic initiatives include fees and expenses incurred for various consultants and advisors who assisted in the development of strategic alternatives prior to filing for Chapter 11 protection.

14

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Reconciliation of Real Estate Property Net Operating Income (“NOI”) to GAAP Operating Income (Loss)
Real estate property net operating income:
Segment basis	$	585,093		$	579,832		$	1,765,312		$	1,693,924
Unconsolidated Properties		(98,023	)		(95,649	)		(304,778	)		(298,337	)
Consolidated Properties		487,070			484,183			1,460,534			1,395,587
Management fees and other corporate revenues		14,075			16,851			48,063			57,569
Property management and other costs		(41,057	)		(44,876	)		(125,007	)		(130,485	)
General and administrative		(9,401	)		(8,324	)		(22,707	)		(22,436	)
Strategic Inititaives		—			(3,328	)		—			(67,341	)
Provisions for impairment		(4,620	)		(60,940	)		(35,893	)		(365,729	)
Depreciation and amortization		(175,336	)		(185,016	)		(527,956	)		(576,103	)
Noncontrolling interest in NOI of Consolidated Properties and other		3,150			2,656			9,282			8,298
Operating income	$	273,881		$	201,206		$	806,316		$	299,360
Reconciliation of Core FFO to Funds From Operations (“FFO”) and to GAAP Net Income (Loss) Attributable to Common Stockholders
Core FFO	$	(29,320	)	$	88,862		$	327,714		$	90,530
Master Planned Communities net operating loss		3,264			(3,020	)		6,299			(107,721	)
Provision for income taxes		(1,776	)		14,399			(20,076	)		9,704
Funds From Operations — Operating Partnership		(27,832	)		100,241			313,937			(7,487	)
Depreciation and amortization of capitalized real estate costs		(211,169	)		(221,460	)		(634,208	)		(684,142	)
Gains (losses) on sales of investment properties (a)		757			29			12,683			(26	)
Noncontrolling interests in depreciation of Consolidated Properties and other		1,734			862			3,696			2,629
Redeemable noncontrolling interests		5,325			2,481			6,836			16,697
Net loss attributable to common stockholders	$	(231,185	)	$	(117,847	)	$	(297,056	)	$	(672,329	)
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates
Equity in Unconsolidated Properties:
NOI	$	98,023		$	95,649		$	304,778		$	298,337
Net property management fees and costs		(3,859	)		(4,393	)		(13,037	)		(14,765	)
Net interest expense		(41,497	)		(35,771	)		(124,071	)		(117,423	)
General and administrative, provisions for impairment, income taxes and noncontrolling interest in FFO		(4,937	)		(1,391	)		(5,194	)		(11,748	)
FFO of unconsolidated properties		47,730			54,094			162,476			154,401
Depreciation and amortization of capitalized real estate costs		(38,261	)		(38,770	)		(113,473	)		(115,239	)
Other, including gains on sales of investment properties (a)		320			17			11,438			56
Equity in income of Unconsolidated Real Estate Affiliates	$	9,789		$	15,341		$	60,441		$	39,218
Reconciliation of Weighted Average Shares Outstanding
Basic:
Weighted average number of shares outstanding — FFO per share		324,658			319,628			324,114			319,606
Conversion of Operating Partnership units		(7,265	)		(7,265	)		(7,265	)		(7,745	)
Weighted average number of Company shares outstanding — GAAP EPS		317,393			312,363			316,849			311,861
Diluted:
Weighted average number of shares outstanding — FFO per share		326,137			319,628			325,567			319,606
Conversion of Operating Partnership units		(7,265	)		(7,265	)		(7,265	)		(7,745	)
Effect of dilutive securities — options		(1,479	)		—			(1,453	)		—
Weighted average number of Company shares outstanding — GAAP EPS		317,393			312,363			316,849			311,861

(a) Included in such amounts for the nine months ended September 30, 2010 is $9.7 million of gain, which is recognized because our Brazilian joint venture issued common stock with an issue price in excess of our carrying value per share of our investment in such venture.

15

Supplemental Financial Data

16

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Cash From Recurring Operations
FFO — Operating Partnership	$	(27,832	)	$	100,241		$	313,937		$	(7,487	)
Plus (Less):
Master Planned Communities non-cash adjustment		(483	)		(949	)		(5,747	)		9,552
Land development expenditures, net of related financing		(3,795	)		(1,384	)		(18,626	)		(17,576	)
Deferred income taxes		(2,538	)		(1,531	)		1,358			(11,328	)
Tenant allowances and capitalized leasing costs (a) (b) (c)		(23,499	)		(20,116	)		(61,885	)		(75,672	)
Capital expenditures (d)		(24,276	)		(3,362	)		(50,931	)		(9,997	)
Above- and below-market tenant leases, net		(1,191	)		(3,121	)		(4,361	)		(9,411	)
Straight-line rent adjustment		(11,102	)		(11,478	)		(35,270	)		(36,696	)
Real estate tax stabilization agreement		981			981			2,943			2,943
Non-cash ground rent expense		1,819			1,823			5,344			5,667
Provisions for impairment		4,640			60,940			36,334			477,626
Mark-to-market adjustments on debt		16,663			(3,449	)		7,628			(10,843	)
Amortization of deferred finance costs		3,051			10,312			20,241			37,110
Amortization of discount on exchangeable notes		7,329			6,897			21,619			20,347
Termination of interest rate swaps		596			4,519			9,636			(14,156	)
Debt extinguishment costs		8,881			—			9,038			578
Non-cash reorganization items		71,132			(7,062	)		(127,401	)		24,114
Cash From Recurring Operations — Operating Partnership	$	20,376		$	133,261		$	123,857		$	384,771
Retained Funds From Recurring Operations
Cash From Recurring Operations — Operating Partnership (from above)	$	20,376		$	133,261		$	123,857		$	384,771
Less common and preferred dividends/distributions paid (e)		(379	)		(102	)		(60,166	)		(982	)
Retained Funds From Recurring Operations — Operating Partnership	$	19,997		$	133,159		$	63,691		$	383,789

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Core FFO
Operating Partnership FFO	$	(27,832	)	$	100,241		$	313,937		$	(7,487	)
Exclusions, at the Company’s share:
Master Planned Communities net operating loss (income)		(3,264	)		3,020			(6,299	)		107,721
Provision for (benefit from) income taxes		1,776			(14,399	)		20,076			(9,704	)
Core FFO	$	(29,320	)	$	88,862		$	327,714		$	90,530
Weighted average shares assuming full conversion of Operating Partnership Units — diluted		326,137			319,628			325,567			319,606
Core FFO — per share	$	(0.09	)	$	0.28		$	1.01		$	0.28

(a)	Certain prior period amounts have been reclassified to conform to the current period presentation.
(b)	Reflects only tenant allowances on currently operating properties or projects; allowances that relate to new and redevelopment projects are excluded (see Expansions, Redevelopments and New Developments Section).
(c)	Prior period tenant allowances and leasing costs have been restated to cash basis from accrual.
(d)	Reflects only non-tenant operating capital expenditures; tenant allowances (per (b) above) and capital expenditures that relate to new and redevelopment/renovation projects are excluded. Certain prior period amounts have been reclassified to conform to the current period presentation.
(e)	Includes common stock issued as a dividend.

17

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

     

     

     

(a)	Reflects only tenant allowances on currently operating properties or projects; allowances that relate to new and redevelopment projects are excluded (see Expansions, Redevelopments and New Developments Section).
(b)	Prior period tenant allowances and leasing costs have been restated to cash basis from accrual.

18

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

															Unconsolidated
	Consolidated Properties														Property @ Share			Company Portfolio
	Maryland Properties			Summerlin			Bridgeland		Nouvelle at Natick			Total Consolidated			The Woodlands			Total MPC Segment
Three Months Ended
September 30, 2010
Land and Condominium Sales (b) (c)	$	2,482		$	3,110		$	4,442	$	10,256		$	20,290		$	10,824		$	31,114
Land and Condominium Sales Operations (c) (d) (e)		2,861			4,109			3,183		9,617			19,770			8,080			27,850
Net Operating Income (Loss)	$	(379	)	$	(999	)	$	1,259	$	639		$	520		$	2,744		$	3,264
September 30, 2009
Land and Condominium Sales (b)	$	1,114		$	2,035		$	4,260	$	—		$	7,409		$	7,800		$	15,209
Land Sales Operations (d) (e)		1,001			4,317			2,812		1,452			9,582			8,647			18,229
Net Operating Income (Loss) before provision for impairment	$	113		$	(2,282	)	$	1,448	$	(1,452	)	$	(2,173	)	$	(847	)	$	(3,020	)
Nine Months Ended
September 30, 2010
Land and Condominium Sales (b) (c)	$	4,847		$	6,116		$	11,178	$	63,184		$	85,325		$	36,796		$	122,121
Land and Condominium Sales Operations (c) (d) (e)		5,182			17,827			7,755		58,237			89,001			26,821			115,822
Net Operating Income (Loss) before provision for impairment (f)	$	(335	)	$	(11,711	)	$	3,423	$	4,947		$	(3,676	)	$	9,975		$	6,299
September 30, 2009
Land and Condominium Sales (b)	$	20,289		$	9,421		$	9,134	$	—		$	38,844		$	26,320		$	65,164
Land and Condominium Sales Operations (d) (e)		17,991			15,766			6,838		1,452			42,046			22,148			64,194
Net Operating Income (Loss) before provision for impairment	$	2,298		$	(6,345	)	$	2,296	$	(1,452	)	$	(3,202	)	$	4,172		$	970
Net Cash Flow Generated (e)

	Nine Months ended September 30,
	2010			2009
Net Operating Income	$	1,352		$	2,422
Cost of Land Sales		7,089		$	20,148
The Woodlands NOI (f)		(9,975	)	$	(4,172	)
Other Adjustments to Derive Cash Generated (g)		(2,861	)	$	(6,424	)
Non-cash Adjustments		(5,747	)	$	9,552
Total Cash Generated		(4,394	)	$	11,974
Land Development Expenditures, Net of Related Financing		(18,626	)	$	(17,576	)
Estimated Net Cash Flow from Master Planned Communities (h)	$	(23,020	)	$	(5,602	)

(a)	For the Master Planned Community segment, Net Operating Income presented above is equivalent to earnings before interest, taxes, and depreciation (“EBITDA”) related to the segment, as adjusted for our applicable share of The Woodlands EBITDA.
(b)	Includes builder price participation.
(c)	The increase in land sales operations in 2010 was primarily the result of the recognition of $63.2 million of deferred revenue and $58.2 million of associated costs of sales related to condominium unit sales at the Nouvelle at Natick that surpassed the the threshold of sold units in order to recognize revenue.
(d)	Land Sales Operations includes selling and general and administrative expenses.
(e)	Land Sales Operations for Summerlin for 2009 includes quarterly accruals for semi-annual distributions pursuant to the Contingent Stock Agreement (“CSA”).
(f)	Since The Woodlands partnership retains all funds until the end of the year, The Woodlands NOI is excluded from the Estimated Net Cash Flow generated by Master Planned Communities segment. The Woodlands partnership did not distribute any cash during 2010.
(g)	Includes a collections of builder notes receivable, deposits on future sales, conversion of accrual basis expenses to a cash basis including semi-annual distributions pursuant to the CSA in 2009, builder price participation and other miscellaneous items.
(h)	For 2009, estimated net cash flow used excludes any additional payments under the CSA. It also excludes any provision for income taxes on the earnings of the Master Planned Communities segment which is operated through taxable REIT subsidiaries.

19

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

		Lot Sales and Pricing (b)				Acreage (c)
		Nine Months Ended				Total			Remaining
		September 30th				Gross			Saleable
		2010		2009		Acres			Acres
Maryland Properties (d)
Residential	- Acres Sold		—		247.4					12
	- Average Price/Acre	$	—	$	73
Commercial	- Acres Sold		—		—					291
	- Average Price/Acre	$	—	$	—
Maryland Properties Acreage							16,450	(e)		303
Summerlin (f)
Residential	- Acres Sold		1.0		—					6,558
	- Average Price/Acre	$	1,418	$	—
Commercial	- Acres Sold		—		4.4					625
	- Average Price/Acre	$	—	$	999
Summerlin Acreage							22,500			7,183
Bridgeland
Residential	- Acres Sold		41.3		13.2					3,964
	- Average Price/Acre	$	252	$	248
Commercial	- Acres Sold		—		14.80					1,246
	- Average Price/Acre	$	—	$	50
Bridgeland Acreage							11,400			5,210	(e)
The Woodlands (g)
Residential	- Acres Sold		144.2		61.6					1,048
	- Average Price/Acre	$	362	$	423
Commercial	- Acres Sold		36.02		15.3					1,000
	- Average Price/Acre	$	417	$	370
The Woodlands Acreage							28,400			2,048

(a)	Excludes operations from our residential condominium project, although Nouvelle has 63 remaining units to be sold.
(b)	Lot Sales and Pricing — This is the aggregate contract price paid for all parcels sold in that community of that property type, divided by the relevant acres sold in that period and is based on sales closed. This average price can fluctuate widely, depending on location of the parcels within a community and the unit price and density of what is sold. Note also that the price indicated does not include payments received under builders’ price participation agreements, where the Company may receive additional proceeds post-sale and record those revenues at that later date, based on the final selling price of the home. In some cases, these payments have been significant with respect to the initial lot price. In addition, there will be other timing differences between lot sales and reported revenue, due to financial statement revenue recognition limitations. The above pricing data also does not reflect the impact of income tax, which can have a material impact on valuation. Due to the possibility of wide fluctuations in any given period, drawing broad conclusions based on any given quarter’s data is not recommended.
	Reference is made to other disclosures in our filings on Forms 10-Q and 10-K, as well as in this supplemental financial information for a discussion of the valuation of this segment of our business.
(c)	Acreage:
	Residential - This includes standard, custom, and high density residential land parcels. Standard residential lots are designated for detached and attached single- and multi-family homes, of a broad range, from entry-level to luxury homes. At Summerlin, we have designated certain residential parcels as custom lots as their premium price reflects their larger size and other distinguishing features — such as being within a gated community, having golf course access, or being located at higher elevations. High density residential includes townhomes, apartments, and condominiums.
	Commercial - Designated for retail, office, services, and other for-profit activities, as well as those parcels allocated for use by government, schools, houses of worship, and other not-for-profit entities.
	Gross Acres - Encompasses all of the land located within the borders of the master planned community, including parcels already sold, saleable parcels, and non-saleable areas, such as roads, parks, and recreation and conservation areas.
	Remaining Saleable Acres - Includes only parcels that are intended for sale. Excludes non-saleable acres as defined above. The mix of intended use, as well as the amount of remaining saleable acres, are primarily based on assumptions regarding entitlements and zoning of the remaining project and are likely to change over time as the master plan is refined.
(d)	Maryland Properties include Columbia, Gateway, Emerson and Fairwood.
(e)	Amount has been adjusted for current estimates of Total Gross Acres and Remaining Saleable Acres
(f)	Summerlin — Average price per acre includes assumption of special improvement district financing.
(g)	The Woodlands — Shown at 100% for context. GGP’s economic share of The Woodlands is 52.5%.

20

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

	9/30/2010			12/31/2009			12/31/2008			12/31/2007
Capital Information
Closing common stock price per share	$	15.60		$	11.56		$	1.29		$	41.18
52 Week High (a)		18.15			13.24			44.23			67.43
52 Week Low (a)		3.57			0.32			0.24			39.31
Total Return — Trailing Twelve Months (share depreciation/appreciation and dividend)		225.6	%		-16.8	%		-93.2	%		-17.6	%
Common Shares and Common Units outstanding at end of period		324,656,923	(b)		319,646,263	(b)		319,576,582	(b)		295,749,082
Portfolio Capitalization Data
Total Portfolio Debt (d)
Fixed	$	21,896,801		$	21,738,116		$	23,070,699		$	23,580,449
Variable		5,448,159			6,076,744			4,755,927			3,546,063
Total Preferred Securities		121,232			121,232			121,232			121,482
Common stock and Operating Partnership units outstanding at end of period (e)		5,066,434			3,695,111			412,254			12,178,947
Total Market Capitalization at end of period (f)	$	32,532,626		$	31,631,203		$	28,360,112		$	39,426,941
Leverage Ratio (%)		84.1	%		87.9	%		98.1	%		68.8	%

(a)	52-week pricing information includes intra-day highs and lows.
(b)	Net of 1.4 million treasury shares; assumes conversion of Operating Partnership units.
(c)	Excludes liabilities to special improvement districts, noncontrolling interest adjustment and mark-to-market adjustments and includes the effect of interest rate swaps.
(d)	Company consolidated debt at September 30, 2010 includes approximately $6.9 billion of mortgage and other notes payable which are currently subject to compromise as certain of our operating entities are operating under chapter 11 protection. The contractual principal amount of such mortgages, notes, and loans payable reflected as subject to compromise at September 30, 2010, are expected to be $1.86 billion at our projected emergence from bankruptcy in November 2010, as a result of GGP’s confirmed plans of reorganization.
(e)	Reflects the closing price per share on September 30, 2010 of $15.60.
(f)	Excludes shares of common stock issuable on any exchange of the 3.98% Exchangeable Notes due 2027, as such notes are not currently exchangeable as of the period presented.

21

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

	Operating		Company					Total Common
	Partnership		Common		Treasury			& Equivalent
	Units		Shares		Stock			Shares
Common Shares and Operating Partnership Units (“OP Units”) Outstanding at December 31, 2009		7,264,791		313,831,411		(1,449,939	)		319,646,263
Common Stock Issued as a dividend		—		4,923,287		—			4,923,287
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised		—		87,373		—			87,373
Common Shares and OP Units Outstanding at September 30, 2010		7,264,791		318,842,071		(1,449,939	)		324,656,923
Net number of common shares issuable assuming exercise of dilutive stock options at September 30, 2010									1,907,382
Diluted Common Shares and OP Units Outstanding at September 30, 2010									326,564,305
Weighted average common shares and OP Units outstanding for the nine months ended September 30, 2010 (Basic)									324,113,401
Weighted average net number of common shares issuable assuming exercise of dilutive stock options and exchange of operating partnership units									1,453,754
Fully Diluted Weighted Average Common Shares and OP Units Outstanding for the nine months ended September 30, 2010 (a)									325,567,155

(a) Excludes shares of common stock issuable on any exchange of the 3.98% Senior Exchangeable Notes due 2027, as such notes are not currently exchangeable due to our bankruptcy filing as of the period ended September 30, 2010.

22

GENERAL GROWTH PROPERTIES, INC.
COMMON DIVIDEND HISTORY

(a)	1993 annualized.
(b)	Dividend was suspended October 2008.
(c)	In December 2009, the Company declared a common stock dividend of $0.19 (payable 10% in cash and 90% in stock), paid in January 2010 to satisfy its 2009 REIT distribution requirements.

(d) Based on FFO definitions that existed during the specified reporting period. As noted above, the Company paid a dividend for the fourth quarter of 2009, 10% in cash and 90% in stock, to satisfy its 2009 REIT distribution requirements.

23

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

(a) Rates, in the case of Debtors currently operating under chapter 11 protection, are non-default contract rates and all rates include the effects of deferred finance costs, interest rate swaps and the effect of a 360 day rate applied over a 365 day period.

24

GENERAL GROWTH PROPERTIES, INC.
THIRD QUARTER 2010 FINANCING ACTIVITY
(dollars in thousands)

	Fixed Rate			Floating Rate			Total Debt
June 30, 2010 (a)	$	21,431,579		$	5,909,364		$	27,340,943
New Funding:
Property Related		—			4,157			4,157
Non-Property Related		—			—			—
Refinancings:
Property Related		72,302			15,500			87,802
Non-Property Related		400,000			(400,000	)		—
Interest rate SWAP activity		63,000			(63,000	)		—
Revolver Borrowings		—			—			—
Other Property Related (b)		(70,080	)		(17,862	)		(87,942	)
Net Change		465,222			(461,205	)		4,017
September 30, 2010 (a)	$	21,896,801		$	5,448,159		$	27,344,960

(a)	Includes Company’s share of debt Unconsolidated Real Estate Affiliates. Excludes special improvement districts liability of $64.8 million, minority interest adjustment of $69.3 million, debt mark-to-market adjustments of $584.9 million and the discount on senior notes of ($47.7 million)
(b)	Includes 10000 W. Charleston loan paydown that was paid in conjunction with the approximately $184.6 million of secured debt modifications and extensions that were obtained concurrently with the July-September 2010 emergence from bankruptcy of certain Debtors and other amortization paydowns.

25

Supplemental Operational Data

26

GENERAL GROWTH PROPERTIES, INC.
OPERATING STATISTICS, CERTAIN FINANCIAL INFORMATION & TOP TENANTS (a)
AS OF SEPTEMBER 30, 2010

	Consolidated			Unconsolidated			Company
	Retail			Retail			Retail
OPERATING STATISTICS (a)	Properties			Properties			Portfolio (b)
Occupancy		90.4	%		94.8	%		91.4	%
Trailing 12 month total tenant sales per sq. ft.	$	408		$	482		$	426
% change in total sales		3.1	%		5.5	%		3.8	%
% change in comparable sales		3.9	%		2.2	%		3.6	%
Mall and freestanding GLA (in sq. ft.)		50,711,737			14,290,320			65,002,057
CERTAIN FINANCIAL INFORMATION
Average annualized in place sum of rent and recoverable common area costs per sq. ft. (c) (d)	$	46.75		$	55.87
Average sum of rent and recoverable common area costs per sq. ft. for new/renewal leases (excludes current year acquisitions) (c) (d)	$	30.42		$	39.16
Average sum of rent and recoverable common area costs per sq. ft. for leases expiring in current year (excludes current year acquisitions) (c) (d)	$	34.35		$	43.46

	Percent of Minimum
	Rents, Tenant
	Recoveries and
TOP TEN LARGEST TENANTS (COMPANY RETAIL PORTFOLIO)	Other
THE GAP, INC.	3.0%
LIMITED BRANDS, INC	2.8
FOOT LOCKER, INC	2.3
ABERCROMBIE & FITCH STORES, INC	2.2
GOLDEN GATE CAPITAL	1.7
AMERICAN EAGLE OUTFITTERS, INC	1.5
FOREVER 21, INC	1.4
LUXOTTICA RETAIL NORTH AMERICA INC	1.2
MACY’S INC.	1.2
ZALES CORPORATION	1.2

(a)	Data is for 100% of the mall and freestanding GLA in each portfolio, including those properties that are owned by Unconsolidated Real Estate Affiliates. Data excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.
(b)	Data presented in the column “Company Retail Portfolio” are weighted average amounts.
(c)	Represents the sum of rent and recoverable common area costs.
(d)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one year or less. Rents and recoverable common area costs related to these short-term leases are typically much lower than those related to long-term leases. Excluding such leases, for Consolidated Properties, the year to date rates for new and renewal leases is $43.34 per square foot and the full year rate of expirations is $48.12 per square foot. For Unconsolidated Properties, such rates are $52.17 per square foot and $59.74 per square foot respectively.

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

GLA as of September 30, 2010

			Total Mall/	Avg. Mall/
	Total Anchor GLA	Avg. Anchor GLA	Freestanding GLA	Freestanding GLA	Total GLA
Consolidated	78,701,738	514,390	50,711,737	331,449		129,413,475
Unconsolidated	21,931,118	626,603	14,290,320	408,295		36,221,438
Company	100,632,856	535,281	65,002,057	345,756		165,634,913
% of Total	60.8%		39.2%			100.0	%

Occupancy History

	Consolidated	Unconsolidated	Company
9/30/2010	90.4%	94.8%	91.4%
9/30/2009	90.6%	93.6%	91.3%
12/31/2009	91.0%	93.8%	91.6%
12/31/2008	92.1%	93.9%	92.5%
12/31/2007	93.4%	94.9%	93.8%
12/31/2006	93.4%	94.2%	93.6%

Trailing 12 Month Total Tenant Sales per Square Foot

	Consolidated		Unconsolidated		Company
9/30/2010	$	408	$	482	$	426
9/30/2009		397		447		409
12/31/2009		393		447		406
12/31/2008		423		489		438
12/31/2007 (b)		444		521		462
12/31/2006 (b)		443		473		453

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

	Consolidated		Unconsolidated
9/30/2010	$	46.75	$	55.87
9/30/2009		46.57		54.44
12/31/2009		47.09		54.98
12/31/2008		46.31		56.44
12/31/2007		44.90		53.35

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

	Year to Date		Full Year		Rent
	New/Renewals		Expirations		Spread
Consolidated
9/30/2010	$	30.42	$	34.35		-$3.93
9/30/2009		31.29		35.43		-4.14
12/31/2009		32.02		35.43		-3.41
12/31/2008		38.92		33.68		5.24
12/31/2007		39.64		31.38		8.26
Unconsolidated
9/30/2010	$	39.16	$	43.46		-$4.30
9/30/2009		42.23		47.05		-4.82
12/31/2009		43.31		47.05		-3.74
12/31/2008		56.02		47.51		8.51
12/31/2007		50.17		37.95		12.22

Occupancy Cost as a % of Sales

	Consolidated	Unconsolidated	Company
9/30/2010	14.0%	14.4%	14.1%
9/30/2009	14.5%	14.9%	14.6%
12/31/2009	14.6%	14.8%	14.7%
12/31/2008 (b)	13.3%	13.1%	13.3%
12/31/2007 (b)	12.5%	12.5%	12.5%
12/31/2006 (b)	12.6%	12.4%	12.5%

(a)	Excludes all international operations which combined represent approximately 2% of segment basis real estate property net operating income. Also excludes community centers.
(b)	As reported, due to tenant sales reporting timelines, data is presented one month behind reporting date.
(c)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one year or less. Rents and recoverable common area costs related to these short-term leases are typically much lower than those related to long-term leases. Excluding such leases, for Consolidated Properties, the year to date rates for new and renewal leases is $43.34 per square foot and the full year rate of expirations is $48.12 per square foot. For Unconsolidated Properties, such rates are $52.17 per square foot and $59.74 per square foot respectively.

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

	Nine Months Ended					Nine Months Ended
	September 30,					September 30,
	2010		% of Total			2009			% of Total
West
Alaska, Arizona, California, Colorado, Hawaii,	$	614,164		34.9	%	$	642,427			35.6	%
Idaho, Montana, Nevada, New Mexico,
Oregon, Utah, Washington, Wyoming
North Central
Illinois, Iowa, Kansas, Minnesota, Missouri,		221,241		12.6	%		226,634			12.6	%
Nebraska, North Dakota, South Dakota,
Wisconsin
South Central
Arkansas, Louisiana, Oklahoma, Texas		230,314		13.1	%		229,993			12.8	%
Northeast
Connecticut, Delaware, Indiana, Kentucky,		453,011		25.8	%		463,294			25.7	%
Maine, Maryland, Massachusetts, Michigan,
New Hampshire, New Jersey, New York, Ohio,
Pennsylvania, Rhode Island, Vermont,
Virginia, West Virginia
Southeast
Alabama, Florida, Georgia, Mississippi,		209,903		11.9	%		217,809			12.1	%
North Carolina, South Carolina, Tennessee
International		29,766		1.7	%		25,451			1.4	%
Corporate and Other (a)		614		0.0	%		(3,963	)		-0.2	%
TOTAL	$	1,759,013		100.0	%	$	1,801,645			100.0	%

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

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GENERAL GROWTH PROPERTIES, INC.
LEASE EXPIRATION SCHEDULE AND LEASE TERMINATION INCOME AT SHARE
AS OF SEPTEMBER 30, 2010
(in thousands)

  Lease Expiration Schedule (a) (b)

							Unconsolidated at Share (c)
	Consolidated						Sum of Rent				Sum of Rent
	Sum of Rent and				Sum of Rent and		And				and
	Recoverable				Recoverable		Recoverable				Recoverable
	Common Area		Square		Common Area		Common Area		Square		Common Area
	Costs		Footage		Costs/Sq. Ft.		Costs		Footage		Costs/Sq. Ft.
2010		56,543		1,065		53.09		7,304		101		72.32
2011		175,259		3,743		46.82		26,251		457		57.44
2012		236,580		4,568		51.79		29,850		489		61.04
2013		194,382		3,819		50.90		29,687		464		63.98
2014		208,934		3,794		55.07		27,409		404		67.84
2015		214,943		3,598		59.74		40,184		608		66.09
2016		197,555		2,954		66.88		47,241		668		70.72
2017		202,147		2,967		68.13		53,970		694		77.77
2018		228,914		3,083		74.25		55,431		701		79.07
2019		168,166		2,205		76.27		41,154		507		81.17
Subsequent		172,551		2,694		64.05		45,158		688		65.64
Specialty Leasing w/ terms in excess of 12 months		64,617		3,997		16.17		8,125		370		21.96
Total at Share	$	2,120,591		38,487	$	55.10	$	411,764		6,151	$	66.94
All Expirations	$	2,120,591		38,487	$	55.10	$	850,047		12,566	$	67.65

(a)	Excludes leases on anchors of 30,000 square feet or more and tenants paying percentage rent in lieu of base minimum rent.
(b)	Excludes all international operations which combined represent approximately 2% of segment basis real estate property net operating income. Also excludes community centers.
(c)	Unconsolidated at Share reflect the Company’s interest in the properties owned by the Unconsolidated Real Estate Affiliates.

  Retail Lease Termination Income at Share

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Consolidated	$	2,460	$	3,617	$	18,623	$	20,248
Unconsolidated		1,856		242		6,702		4,164
Total Termination Income at Share	$	4,316	$	3,859	$	25,325	$	24,412

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Expansions, Redevelopments & New Developments

31

GENERAL GROWTH PROPERTIES, INC.
FORECASTED DEVELOPMENT COST SUMMARY (a)
AS OF SEPTEMBER 30, 2010
(in millions at share)

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

  EXPANSIONS AND REDEVELOPMENTS

							Expenditures		Forecasted Cost to
Property	Description	Ownership %			Forecasted Total Cost		through 9/30/2010		Complete		Projected Opening
Christiana Mall Newark, DE	Addition of Nordstrom and Target, interior mall renovation, and lifestyle center expansion		50	%	$	94.7	$	84.9	$	9.8		Q1 2011	(b)
Fashion Place Murray, UT	Nordstrom, mall shop and streetscape GLA expansion, and interior mall renovation		100	%		110.4		66.1		44.3		Q4 2012	(c)
Saint Louis Galleria Saint Louis, MO	Addition of Nordstrom and mall shop GLA		100	%		56.3		33.5		22.8		Q4 2011
Ward Centers Honolulu, HI	Addition of a two level 65,000 sf retail space, parking structure and other retail space		100	%		165.3		113.7		51.6	Deferred (d)
Current forecasted cost of other expansion and redevelopment projects not yet open (e)						39.0		21.2		17.8
Total expansion and redevelopment projects not yet open					$	465.7	$	319.4	$	146.3
Current forecasted additional costs to be incurred on recently opened projects (f)										17.5
Grand Total Forecasted Cost to Complete on Expansions and Redevelopment Projects									$	163.8

NEW DEVELOPMENTS

					Forecasted Total			Expenditures		Forecasted Cost to
Property	Description	Ownership %			Cost			through 9/30/2010		Complete		Projected Opening
Natick Natick, MA	Nouvelle at Natick - luxury condominiums		100	%	$	179.9	(g)	$	176.5	$	3.4		(h	)
Current forecasted cost of other new retail development projects not yet open (e)						57.6			54.0		3.6
Total new development projects not yet open					$	237.5		$	230.5	$	7.0
Current forecasted additional costs to be incurred on recently opened projects (f)											0.0
Grand Total Forecasted Cost to Complete on New Development Projects										$	7.0

  GRAND TOTAL FUTURE DEVELOPMENT SPENDING

	2010		2011		Beyond		Total
Grand Total Future Development Spending (i)	$	42.4	$	94.0	$	34.4	$	170.8

(a)	Excludes international projects.
(b)	Interior mall renovation and lifestyle expansion were completed Q4 2009. Target expected to open Q4 2010. Nordstrom expected to open Q1 2011.
(c)	Nordstrom and interior mall renovation completed Q1 2009. Remainder of project expected to be completed in phases by Q4 2012.
(d)	Construction of the parking garage component of the project resumed in 2010. Construction of the garage is now anticipated to be fully complete Q1 2011.
(e)	Additional costs to be incurred on other redevelopment and new development projects are primarily construction related.
(f)	Additional costs to be incurred on recently opened projects are primarily tenant related.
(g)	Excludes all provisions for impairment and residential sales.
(h)	Sales period began Q2 2007.
(i)	Inactive projects have been excluded. As of September 30, 2010, we had incurred $3.2M of development costs associated with inactive redevelopments. Any decision to abandon these projects would potentially result in a write off of a substantial portion of the costs incurred to date. Our inactive new developments have a carrying value net of impairments of $112.0M. There can be no assurance that these projects will not create additional impairment provisions.

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