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)
April 29, 2008

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 April 29, 2008, General Growth Properties, Inc. (“GGP”) issued a press release describing its results of operations for its quarter ended March 31, 2008. A copy of the press release (included as pages 4-14 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 April 29, 2008, 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 quarters ended March 31, 2008 and 2007. 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. Announces First Quarter 2008 Results of Operations” dated April 29, 2008 (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.
By:	/s/ Bernard Freibaum
	Bernard Freibaum
	Executive Vice President and Chief Financial Officer

Date: April 29, 2008

EXHIBIT INDEX

Exhibit Number		Name
	99.1	Press Release dated April 29, 2008 entitled “General Growth Properties, Inc. Announces First Quarter 2008 Results of Operations” (furnished herewith).

EX-99.1

Exhibit 99.1

General Growth Properties, Inc.

Supplemental Financial Information

For the Three Months Ended March 31, 2008

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, the retail market, tenant occupancy and tenant bankruptcies, the level of our indebtedness and interest rates, market conditions and land sales in our Master Planned Communities segment and our ability to manage our growth. Readers are referred to the documents filed by General Growth Properties, Inc. with the SEC, specifically the most recent report on Form 10-K (as amended by Amendment No. 1 to such report filed on Form 10-K/A), which further identifies the important risk factors which could cause actual results to differ materially from the forward-looking statements in supplemental financial information. The Company disclaims any obligation to update any forward-looking statements.

Corporate Overview

Supplemental Financial/Operational Data

March 31, 2008

Table of Contents

All information included in this supplemental package is unaudited and is as of March 31, 2008, unless otherwise indicated.

Corporate Overview	1 - 3
Corporate Profile	1
Corporate Overview	1
Stock Listing	1
Calendar of Events	1
Current Dividend	1
Investor Relations	1
Transfer Agent	1
Debt Ratings	1
Ownership Structure	2
Total Market Capitalization	2
Research Coverage	3
First Quarter 2008 Earnings Announcement	4-14
Supplemental Financial Data*	15-34
Summary Retained FFO & Core FFO	15
Tenant Allowances, Straight Line Rent & SFAS #141 & #142	16
Trailing Twelve Month EBITDA and Coverage Ratios	17
Comparable NOI Growth	18
Retail Recovery Summary	19
Master Planned Communities	20-22
Capital Information	23
Changes in Total Common & Equivalent Shares	24
Common Dividend History	25
Debt Maturity and Current Average Interest Rate Summary	26
Summary of Outstanding Debt	27-34
Supplemental Operational Data	35-38
Operating Statistics, Certain Financial Information & Top Tenants	35
Retail Portfolio GLA, Occupancy, Sales & Rent Data	36
Retail and Other Net Operating Income by Geographic Area at Share	37
Lease Expiration Schedule and Lease Termination Income at Share	38
Expansions, Re-developments & New Developments	39-41

* The supplemental financial data should be read in conjunction with the company’s first quarter earnings information (included as pages 4-14 of this supplemental report) as certain disclosures and reconciliations in such announcement have not been included in the supplemental financial data.

Corporate Profile

General Growth Properties, Inc. (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 approximately $39.5 billion in total market capitalization. The Company currently has ownership interest in, or management responsibility for, a portfolio of more than 200 regional shopping malls in 45 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.

Since going public in 1993, GGP has acheived the highest per share Funds From Operations (FFO) growth in the regional mall sector, 15% on a compounded annualized basis through 2007. Average occupancy at March 31, 2008 was 92.7% and sales per square foot were $460. The Bucksbaum family, which founded GGP, is still engaged in the operation of the company’s day-to-day business activities. Assuming conversion of the Operating Partnership units, the Bucksbaum family and senior management own approximately 25% of the Company.

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. The Company provides investors an opportunity to participate in the ownership of high quality income producing real estate while maintaining liquidity. The Company’s primary objective is to provide increasing dividends and capital appreciation for its stockholders.

Stock Listing

Common Stock

NYSE: GGP

Calendar of Events
Quarter End — Second Quarter 2008	June 30, 2008
Earnings Release — After the Market Close	July 30, 2008
Quarterly Conference Call — 8:00 am CST	July 31, 2008

Current Dividend

GGP declared its second dividend for 2008 in the amount of $0.50 per share, payable to common stockholders of record on April 16, 2008, with payment on April 30, 2008. The current dividend represents an increase of 11% over the dividend of $0.45 per share paid for the same period last year. The Company reviews its dividend policy annually, usually prior to the fourth quarter dividend announcement, which is typically made in early October. The Company has, as a result of this review, raised its dividend every year since going public in April of 1993 when the (split-adjusted) initial quarterly dividend was approximately $0.12 per share. These annual increases have allowed GGP to increase its dividend at a compound annual growth rate of 10% since going public.

Investor Relations	Transfer Agent
Tim Goebel	BNY Mellon
Director, Investor Relations	Shareowner Services
General Growth Properties	480 Washington Blvd
110 North Wacker Drive	Jersey City, NJ 07310
Chicago, IL 60606	(888) 395-8037
Phone (312) 960-5199	Foreign Stockholder:
Fax (312) 960-5475	+1 201 680-6578
tgoebel@ggp.com

Debt Ratings
Standard & Poors — Corporate Rating	BB+
Standard & Poors — Senior Debt Rating	BB -
Standard & Poors — TRCLP Bonds Rating	BB -
Moody’s — Senior Debt Rating	Ba2
Moody’s — TRCLP Bonds Rating	Ba2
Please visit the GGP web site for additional information:	www.ggp.com

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Ownership Structure as of March 31, 2008

(Total Market Capitalization - As Measured by Stock Price (dollars in thousands)			March 31, 2008
Total Portfolio Debt (Company consolidated debt plus applicable share from unconsolidated affiliates) (a)			$	27,296,577
Perpetual Preferred Units
Perpetual Preferred Units at 8.25%	$	5,000
Convertible Preferred Units
Convertible Preferred Units at 6.50%		26,637
Convertible Preferred Units at 7.00%		25,133
Convertible Preferred Units at 8.50%		64,236
		116,006
Other Preferred Stock		476
Total Preferred Securities			$	121,482
Common Stock and Common Operating Partnership Units
Stock market value of 265.0 million shares of common stock and 51.8 million shares of operating partnership units (which are redeemable for an equal number of shares of common stock) — outstanding at end of period (b)			$	12,091,654
Total Market Capitalization at end of period			$	39,509,713

(a)	Excludes special improvement districts liability of $71.4 million, minority interest adjustment of $71.7 million and purchase accounting mark-to-market adjustments of $63.2 million.
(b)	Net of 1.4 million treasury shares.

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Research Coverage

The following alphabetical list of research coverage by company and related contact information is included for informational purposes only. GGP does not review any third party advice or investment or research report and therefore expressly does not adopt or endorse any such advice or report.

Banc of America Securities	Christy McElroy	(212) 847-5658
Bear, Stearns & Co., Inc.	Ross Smotrich	(212) 272-8046
Citigroup	Jonathan Litt	(212) 816-0231
	Ambika Goel	(212) 816-6981
Credit Suisse First Boston	Michael Gorman	(212) 538-4357
Deutsche Bank	Louis Taylor	(212) 250-4912
	Christeen Kim	(212) 250-6771
Friedman Billings Ramsey	Paul Morgan	(703) 469-1255
	Tom Barry	(703) 875-1401
Goldman, Sachs & Co.	Jay Habermann	(917) 343-4260
	Thomas Baldwin	(212) 902-4736
Green Street Advisors	Jim Sullivan	(949) 640-8780
	Ben Yang	(949) 640-8780
J.P. Morgan Securities Inc.	Michael Mueller	(212) 622-6689
	Joseph Dazio	(212) 622-6416
Lehman Brothers	David B. Harris	(212) 526-1790
	David Toti	(212) 526-2002
Merrill Lynch	Steve Sakwa	(212) 449-0335
	Craig Schmidt	(212) 449-1944
RBC Capital Markets	Richard C. Moore	(216) 378-7625
Stifel Nicolaus	David Fick	(410) 454-5018
	Nate Isbee	(410) 454-4143
UBS	Jeff Spector	(212) 713-6144
Wachovia Capital Markets, LLC	Jeff Donnelly	(617) 603-4262
	Rob Laquaglia	(617) 603-4263

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First Quarter Earnings Announcement

April 29, 2008

News Release	General Growth Properties, Inc. 110 North Wacker Drive Chicago, IL 60606 (312) 960-5000 FAX (312) 960-5475
FOR IMMEDIATE RELEASE	CONTACT:	John Bucksbaum (312) 960-5005
		Bernie Freibaum (312) 960-5252

General Growth Properties, Inc. Announces

First Quarter 2008 Results of Operations

Chicago, Illinois, April 29, 2008 — General Growth Properties, Inc. (NYSE: GGP) (the Company) released today its operating results for the first quarter of 2008. Core Funds From Operations (Core FFO) per fully diluted share were $0.76 for the first quarter of 2008 as compared to $0.65 in the comparable period of 2007. Funds From Operations (FFO) per fully diluted share were $0.75 for the first quarter of 2008, as compared to $1.66 reported in the first quarter of 2007. Earnings per share – diluted (EPS) were $0.03 for the first quarter of 2008 as compared to $0.94 in the comparable 2007 period.

“Strong comparable operating results at our malls demonstrate that our business prospects remain positive,” said Chief Executive Officer of GGP John Bucksbaum. “Despite the challenging economic environment, our malls remain a very attractive venue for our customers to shop, for our retailers to do business, and for our lenders to lend. We remain confident as we look to the future.”

FINANCIAL AND OPERATIONAL HIGHLIGHTS

§ Core FFO is defined as Funds From Operations excluding the Real Estate Property Net Operating Income (NOI) from the Master Planned Communities segment and the (provision for) benefit from income taxes. Core FFO for the first quarter of 2008 was $226.6 million or $0.76 per fully diluted share as compared to $192.4 million or $0.65 per fully diluted share for the first quarter of 2007. Certain non-cash revenues and expenses included in Core FFO resulted in approximately $15.8 million or $0.05 of Core FFO per fully diluted share in the first quarter of 2008 as compared to $29.0 million or $0.10, respectively, for the same period of 2007, representing a decrease of approximately $0.05 of Core FFO per fully diluted share. Minimum rent in the first quarter of 2008 includes approximately $21.0 million of lease termination income compared to approximately $3.7 million of lease termination income for the first quarter of 2007, representing an increase of approximately $0.06 of Core FFO per fully diluted share.

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§ FFO per share was $0.75 in the first quarter of 2008. FFO for the quarter declined to $223.2 million from $491.7 million in the first quarter of 2007. The significant decline in FFO is primarily due to the approximately $298 million, or $1.00 per share, total tax benefit recognized in the first quarter of 2007 attributable to the tax restructuring of certain of our operating subsidiaries. Excluding the effect of such tax benefit, 2008 FFO increased approximately $29.5 million, or approximately 15.2%, from 2007 FFO.

§ EPS for the first quarter of 2008 were $0.03 per share versus $0.94 in the first quarter of 2007. Our first quarter 2007 EPS were significantly impacted by the tax restructuring, which increased net earnings, net of minority interest, by approximately $245 million or approximately $1.00 per share.

§ Core FFO per share guidance
Core FFO per share for the full year 2008 is currently expected to be in the range of $3.52 to $3.58 per share. Our Core FFO per share for the full year 2007 was approximately $2.97 per share. As previously reported, full year 2007 Core FFO per share was reduced by certain other significant earnings charges incurred in the fourth quarter of 2007. The increase in full year 2008 Core FFO per share reflects the exclusion of such 2007 items. Full year 2008 Core FFO guidance also reflects the issuance of an additional 23 million shares of common stock sold in the first quarter of 2008.

SEGMENT RESULTS

Retail and Other Segment

§ NOI for the first quarter of 2008 was $632.6 million, an increase of approximately 13.2% over the $558.7 million reported in the first quarter of 2007.

§ Revenues from consolidated properties were $798.3 million for the first quarter of 2008, an increase of 18.3% compared to $674.6 million for the same period in 2007. The majority of this increase is due to the acquisition of our venture partner’s interest in the Homart I properties in July 2007, which resulted in the consolidation of 20 of the 23 properties in that portfolio that were previously reported as unconsolidated in our operating results. Excluding such acquisition, consolidated revenues would have increased by approximately $23.1 million or 3.4%.

§ Revenues from unconsolidated properties, at the Company’s ownership share, declined to $146.6 million or 19.2% compared to $181.4 million in the first quarter of 2007. The decline was due to the acquisition of our venture partner’s interest in the Homart I properties.

§ Total tenant sales increased 0.2% and comparable tenant sales increased 0.9% in 2008, both on a trailing 12 month basis, compared to the same period last year.

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§ Comparable NOI from consolidated properties in the first quarter of 2008 increased by 5.1% compared to the first quarter of 2007.

§ Comparable NOI from unconsolidated properties at the Company’s ownership share in the first quarter of 2008 increased by approximately 7.3% compared to the first quarter of 2007.

§ Retail Center occupancy decreased slightly to 92.7% at March 31, 2008, compared to 92.9% at March 31, 2007.

§ Sales per square foot for first quarter 2008 (on a trailing twelve month basis) were $460 versus $459 in the first quarter of 2007.

Master Planned Communities Segment

§ NOI in the first quarter of 2008 for the Master Planned Communities segment was a loss of $0.9 million for consolidated properties and income of $7.7 million for unconsolidated properties as compared to income of $3.6 million and $5.7 million, respectively, in the first quarter of 2007. The NOI loss in the first quarter of 2008 is due primarily to certain operating expenses which cannot be completely eliminated despite the significant reduction in current sales revenues.

§ Land sale revenues in the first quarter of 2008 were approximately $9.1 million for consolidated properties and approximately $23.1 million for unconsolidated properties, compared to $23.8 million and $13.4 million, respectively, in the first quarter of 2007. Land sales continue to be at a very slow rate in 2008, a trend that is expected to continue into 2009.

CONFERENCE CALL/WEBCAST

General Growth Properties, Inc. will host a live Webcast of its conference call regarding this announcement on our website, www.ggp.com. This Webcast will take place on Wednesday, April 30, 2008, at 9:00 a.m. Eastern Time (8:00 a.m. CDT, 6:00 a.m. PDT). The Webcast can be accessed by selecting the conference call icon on the GGP home page.

The Company is one of the largest U.S.-based publicly traded Real Estate Investment Trusts (REIT). The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 45 states, as well as ownership in 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 is listed on the New York Stock Exchange under the symbol GGP. For more information, please visit the Company website at http://www.ggp.com.

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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 REIT. The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (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, we believe that FFO is a less meaningful supplemental measure of performance for the Master Planned Communities segment of our business. FFO does not facilitate an understanding of the operating performance of the Master Planned Communities segment of our business as our 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 our business is operated within taxable REIT subsidiaries and therefore our 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 Funds From Operations excluding the Real Estate Property Net Operating Income from the Master Planned Communities segment and the provision for income taxes.

In order to provide a better understanding of the relationship between Core FFO, FFO and GAAP net income, a reconciliation of Core FFO and FFO to GAAP net income has been provided. Neither Core FFO nor FFO represent cash flows from operating activities in accordance with GAAP, neither should be considered as an alternative to GAAP net income 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 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.

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

General Growth believes that NOI is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as operating revenues (rental income, land sales, tenant recoveries and other income) less property and related expenses (real estate taxes, land sales operating costs, repairs and maintenance, 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, depreciation and amortization, gains and losses from property dispositions, minority interest in consolidated joint ventures, 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 and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income. 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 as computed in accordance with GAAP has been presented.

Comparable 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

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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.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, including full year 2008 Core FFO per share guidance and expected sales trends in the Master Planned Communities segment. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, the retail market, tenant occupancy and tenant bankruptcies, the level of indebtedness and interest rates, market conditions, land sales in the Master Planned Communities segment, the cost and success of development and re-development projects and ability to successfully manage growth. Readers are referred to the documents filed by General Growth Properties, Inc. with the SEC, specifically the most recent report on Form 10-K (as amended by Amendment No. 1 to such report filed on Form 10-K/A), 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.

###

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

	Three Months Ended
	March 31,
	2008			2007
Funds From Operations (“FFO”)
Company stockholders	$	184,190		$	404,282
Operating Partnership unitholders		39,011			87,385
Operating Partnership	$	223,201		$	491,667
Increase (decrease) in FFO over comparable prior year period		(54.6	)%		116.3	%
FFO per share:
Company stockholders — basic	$	0.75		$	1.66
Operating Partnership — basic		0.75			1.66
Operating Partnership — diluted		0.75			1.66
Increase (decrease) in diluted FFO over comparable prior year period		(54.8	)%		115.6	%
Core Funds From Operations (“Core FFO”)
Core FFO	$	226,626		$	192,412
Core FFO per share — diluted		0.76			0.65
Increase (decrease) in Core FFO over comparable prior year period		17.8	%		(8.0)	%
Dividends
Dividends paid per share	$	0.50		$	0.45
Payout ratio (% of diluted FFO paid out)		66.7	%		27.1	%
Real Estate Property Net Operating Income (“NOI”)
Retail and Other:
Consolidated	$	540,657		$	448,679
Unconsolidated		91,973			110,032
Total Retail and Other		632,630			558,711
Master Planned Communities:
Consolidated		(855	)		3,649
Unconsolidated		7,712			5,666
Total Master Planned Communities		6,857			9,315
Total Real estate property net operating income	$	639,487		$	568,026

	March 31,		December 31,
Selected Balance Sheet Information	2008		2007
Cash and cash equivalents	$	256,462	$	99,534
Investment in real estate:
Net land, buildings and equipment	$	22,877,860	$	22,359,249
Developments in progress		1,058,948		987,936
Net investment in and loans to/from Unconsolidated Real Estate Affiliates		1,772,108		1,803,366
Investment land and land held for development and sale		1,659,878		1,639,372
Net investment in real estate	$	27,368,794	$	26,789,923
Total assets	$	29,519,446	$	28,814,319
Mortgage, notes and loans payable	$	24,365,831	$	24,282,139
Minority interest — Preferred		121,482		121,482
Minority interest — Common		433,293		351,362
Stockholders’ equity		1,984,454		1,456,696
Total capitalization (at cost)	$	26,905,060	$	26,211,679

	Consolidated Properties						Unconsolidated Properties(a)
				Average					Average
	Outstanding			Interest			Outstanding		Interest
Summarized Debt Information	Balance			Rate(d)			Balance		Rate(d)
Fixed rate (c)	$	20,446,116			5.54	%	$	2,874,905		5.66	%
Variable rate (c)		3,713,307			4.81			262,249		6.20
Totals	$	24,159,423	(b)		5.43	%	$	3,137,154		5.70	%

(a)	Reflects the Company’s share of debt relating to the properties owned by the Unconsolidated Real Estate Affiliates.
(b)	Excludes special improvement districts liability of $71.4 million, minority interest adjustment of $71.7 million and purchase accounting mark-to-market adjustments of $63.2 million.
(c)	Includes the effects of interest rate swaps.
(d)	Rates include the effects of deferred finance costs and the effect of a 360 day rate applied over a 365 day period.

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

	Three Months Ended
	March 31,
	2008			2007
Revenues:
Minimum rents	$	524,942		$	436,041
Tenant recoveries		231,632			199,455
Overage rents		13,518			15,580
Land sales		9,066			23,793
Management and other fees		20,239			27,572
Other		30,925			26,347
Total revenues		830,322			728,788
Expenses:
Real estate taxes		68,649			56,860
Repairs and maintenance		62,100			50,972
Marketing		12,276			12,580
Other property operating costs		111,892			100,037
Land sales operations		9,921			20,144
Provision for doubtful accounts		2,709			5,493
Property management and other costs		52,138			53,142
General and administrative		8,098			12,268
Depreciation and amortization		184,259			175,118
Total expenses		512,042			486,614
Operating income		318,280			242,174
Interest income		557			2,034
Interest expense		(319,394	)		(268,348	)
Loss before income taxes, minority interest and equity in income of Unconsolidated Real Estate Affiliates		(557	)		(24,140	)
(Provision for) benefit from income taxes		(9,392	)		288,392
Minority interest		(5,321	)		(54,417	)
Equity in income of Unconsolidated Real Estate Affiliates		23,828			20,359
Net income	$	8,558		$	230,194
Basic Earnings Per Share	$	0.03		$	0.94
Diluted Earnings Per Share		0.03			0.94

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

	Three Months Ended March 31, 2008
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	524,942		$	92,692		$	617,634
Tenant recoveries		231,632			39,091			270,723
Overage rents		13,518			1,312			14,830
Other, including minority interest		28,191			13,541			41,732
Total property revenues		798,283			146,636			944,919
Property operating expenses:
Real estate taxes		68,649			11,591			80,240
Repairs and maintenance		62,100			9,301			71,401
Marketing		12,276			2,188			14,464
Other property operating costs		111,892			31,288			143,180
Provision for doubtful accounts		2,709			295			3,004
Total property operating expenses		257,626			54,663			312,289
Retail and other net operating income		540,657			91,973			632,630
Master Planned Communities
Land sales		9,066			23,118			32,184
Land sales operations		(9,921	)		(15,406	)		(25,327	)
Master Planned Communities net operating income (loss)		(855	)		7,712			6,857
Real estate property net operating income		539,802			99,685		$	639,487
Management and other fees		20,239			5,031
Property management and other costs		(18,423	)		(1,048	)
Headquarters/regional costs		(33,715	)		(8,689	)
General and administrative		(8,098	)		(715	)
Depreciation on non-income producing assets, including headquarters building		(2,795	)		—
Interest income		557			1,708
Interest expense		(319,394	)		(39,110	)
Provision for income taxes		(9,392	)		(890	)
Preferred unit distributions		(2,903	)		—
Other FFO from minority interest		1,321			30
FFO		167,199			56,002
Equity in FFO of Unconsolidated Properties		56,002			(56,002	)
Operating Partnership FFO	$	223,201		$	—

	Three Months Ended March 31, 2007
	Consolidated			Unconsolidated			Segment
Retail and Other	Properties			Properties			Basis
Property revenues:
Minimum rents	$	436,041		$	109,166		$	545,207
Tenant recoveries		199,455			48,261			247,716
Overage rents		15,580			2,467			18,047
Other, including minority interest		23,545			21,458			45,003
Total property revenues		674,621			181,352			855,973
Property operating expenses:
Real estate taxes		56,860			15,129			71,989
Repairs and maintenance		50,972			11,121			62,093
Marketing		12,580			3,372			15,952
Other property operating costs		100,037			40,847			140,884
Provision for doubtful accounts		5,493			851			6,344
Total property operating expenses		225,942			71,320			297,262
Retail and other net operating income		448,679			110,032			558,711
Master Planned Communities
Land sales		23,793			13,361			37,154
Land sales operations		(20,144	)		(7,695	)		(27,839	)
Master Planned Communities net operating income		3,649			5,666			9,315
Real estate property net operating income		452,328			115,698		$	568,026
Management and other fees		27,572			4,089
Property management and other costs		(26,559	)		(799	)
Headquarters/regional costs		(26,583	)		(11,126	)
General and administrative		(12,268	)		(135	)
Depreciation on non-income producing assets, including headquarters building		(3,115	)		—
Interest income		2,034			3,677
Interest expense		(268,348	)		(52,084	)
Benefit from income taxes		288,392			1,548
Preferred unit distributions		(4,059	)		—
Other FFO from minority interest		1,405			—
FFO		430,799			60,868
Equity in FFO of Unconsolidated Properties		60,868			(60,868	)
Operating Partnership FFO	$	491,667		$	—

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
	March 31, 2008						March 31, 2007
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	5,936		$	2,136		$	9,539		$	2,367
Straight-line rent		11,942			2,799			9,408			2,979
Other property operating costs:
Non-cash ground rent expense		(1,736	)		(231	)		(1,589	)		(193	)
Real estate taxes:
Real estate tax stabilization agreement		(981	)		—			(981	)		—
Interest expense:
Mark-to-market adjustments on debt		4,166			712			10,506			994
Amortization of deferred finance costs		(8,740	)		(380	)		(3,531	)		(452	)
Debt extinguishment costs:
Write-off of deferred finance costs		208			—			—			—
Totals	$	10,795		$	5,036		$	23,352		$	5,695

WEIGHTED AVERAGE SHARES
(In thousands)

	Three Months Ended
	March 31,
	2008		2007
Basic		244,765		243,653
Diluted		244,918		244,407
Assuming full conversion of Operating Partnership units:
Basic		296,605		296,318
Diluted		296,758		297,072

13

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

	Three Months Ended
	March 31,
	2008			2007
Reconciliation of Real Estate Property Net Operating Income (“NOI”) to GAAP Operating Income
Real estate property net operating income:
Segment basis	$	639,487		$	568,026
Unconsolidated Properties		(99,685	)		(115,698	)
Consolidated Properties		539,802			452,328
Management and other fees		20,239			27,572
Property management and other costs		(18,423	)		(26,559	)
Headquarters/regional costs		(33,715	)		(26,583	)
General and administrative		(8,098	)		(12,268	)
Depreciation and amortization		(184,259	)		(175,118	)
Minority interest in NOI of Consolidated Properties and other		2,734			2,802
Operating income	$	318,280		$	242,174
Reconciliation of Core FFO to Funds From Operations (“FFO”) and to GAAP Net Income
Core FFO	$	226,626		$	192,412
Master Planned Communities net operating income		6,857			9,315
(Provision for) benefit from income taxes		(10,282	)		289,940
Funds From Operations — Operating Partnership		223,201			491,667
Depreciation and amortization of capitalized real estate costs		(213,655	)		(212,510	)
Minority interest in depreciation of Consolidated Properties and other		825			793
Minority interest to Operating Partnership unitholders		(1,813	)		(49,756	)
Net income	$	8,558		$	230,194
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Affiliates
Equity in Unconsolidated Properties:
NOI	$	99,685		$	115,698
Net property management fees and costs		3,983			3,290
Net interest expense		(37,402	)		(48,407	)
Headquarters, general and administrative, income taxes and minority interest in FFO		(10,264	)		(9,713	)
FFO of unconsolidated properties		56,002			60,868
Depreciation and amortization of capitalized real estate costs		(32,191	)		(40,507	)
Other		17			(2	)
Equity in income of unconsolidated real estate affiliates	$	23,828		$	20,359
Reconciliation of Weighted Average Shares Outstanding
Basic:
Weighted average number of shares outstanding — FFO per share		296,605			296,318
Conversion of Operating Partnership units		(51,840	)		(52,665	)
Weighted average number of Company shares outstanding — GAAP EPS		244,765			243,653
Diluted:
Weighted average number of shares outstanding — FFO per share		296,758			297,072
Conversion of Operating Partnership units		(51,840	)		(52,665	)
Weighted average number of Company shares outstanding — GAAP EPS		244,918			244,407

14

Supplemental Financial Data

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

	Three Months
	Ended
	March 31, 2008
Cash From Recurring Operations
FFO — Operating Partnership	$	223,201
Plus (Less):
Non-FFO cash from Master Planned Communities		(30,685	)
Deferred income taxes		1,529
Tenant allowances and capitalized leasing costs (a)		(32,307	)
Above and below-market tenant leases, net		(8,072	)
Straight-line rent adjustment		(14,741	)
Non-cash ground rent expense		1,967
Real estate tax stabilization agreement		981
Mark-to-market adjustments on debt		(4,878	)
Amortization of deferred finance costs		9,120
Debt extinguishment costs:
Write-off of deferred finance costs		(208	)
Cash From Recurring Operations — Operating Partnership	$	145,907
Retained Funds From Recurring Operations
Cash From Recurring Operations — Operating Partnership (from above)	$	145,907
Less common dividends/distributions paid		(147,966	)
Retained Funds From Recurring Operations — Operating Partnership	$	(2,059	)

(a) Reflects only recurring tenant allowances; allowances that relate to new and re-development projects are excluded.

	Three Months Ended
	March 31,
	2008			2007
Core FFO
Operating Partnership FFO	$	223,201		$	491,667
Exclusions, at the Company’s share:
Master Planned Communities net operating income		(6,857	)		(9,315	)
Provision for (benefit from) income taxes		10,282			(289,940	)
Core FFO	$	226,626		$	192,412
Weighted average shares assuming full conversion of Operating Partnership units — diluted		296,758			297,072
Core FFO — per share	$	0.76		$	0.65

15

GENERAL GROWTH PROPERTIES, INC.
TENANT ALLOWANCES, STRAIGHT LINE RENT & SFAS #141 & #142
(dollars in thousands)

(a) Reflects only recurring tenant allowances; allowances that relate to new and redevelopment projects are excluded.

16

GENERAL GROWTH PROPERTIES, INC.
TRAILING TWELVE MONTH EBITDA AND COVERAGE RATIOS (a)
(dollars in thousands)

	Twelve Months Ended
	03/31/2008			12/31/2007			9/30/2007			6/30/2007
Pro Rata EBITDA (a)
GAAP Net Income	$	65,540		$	287,954		$	299,460		$	300,658
Loss from Discontinued Operations, net of Minority Interest		—			—			823			823
Income Allocated to Minority Interest		27,951			77,012			82,489			85,401
Interest Expense		1,360,346			1,327,203			1,296,416			1,281,319
Income Taxes		9,634			(289,430	)		(207,490	)		(210,884	)
Amortization of Deferred Finance Costs		25,710			20,574			18,838			18,314
Debt Extinguishment Costs		(1,883	)		(1,675	)		3,653			4,162
Interest Income		(18,225	)		(21,575	)		(24,732	)		(29,483	)
Depreciation and Amortization		809,966			809,161			863,909			846,788
Pro Rata EBITDA	$	2,279,039		$	2,209,224		$	2,333,366		$	2,297,098
Net Interest (a)
Amortization of Deferred Finance Costs		(25,710	)		(20,574	)		(18,838	)		(18,314	)
Debt Extinguishment Costs		1,883			1,675			(3,653	)		(4,162	)
Interest Expense		(1,360,346	)		(1,327,203	)		(1,296,416	)		(1,281,319	)
Interest Income		18,225			21,575			24,732			29,483
Net Interest	$	(1,365,948	)	$	(1,324,527	)	$	(1,294,175	)	$	(1,274,312	)
Interest Coverage Ratio		1.67			1.67			1.80			1.80
Fixed Charges (b)
Net Interest	$	(1,365,948	)	$	(1,324,527	)	$	(1,294,175	)	$	(1,274,312	)
Preferred Unit Distributions		(11,808	)		(12,963	)		(14,142	)		(15,748	)
Fixed Charges	$	(1,377,756	)	$	(1,337,490	)	$	(1,308,317	)	$	(1,290,060	)
Ratio of Pro Rata EBITDA to Fixed Charges		1.65			1.65			1.78			1.78
Fixed Charges & Common Dividend
Fixed Charges	$	(1,377,756	)	$	(1,337,490	)	$	(1,308,317	)	$	(1,290,060	)
Common Dividend/Distributions		(562,839	)		(547,788	)		(532,093	)		(519,077	)
Fixed Charges & Common Dividend	$	(1,940,595	)	$	(1,885,278	)	$	(1,840,410	)	$	(1,809,137	)
Ratio of Pro Rata EBITDA to Fixed Charges & Common Dividend		1.17			1.17			1.27			1.27

Certain amounts have been reclassified to conform to the current period presentation.

(a)	Includes operations of the Unconsolidated Real Estate Affiliates at the Company’s share.
(b)	Excludes principal amortization payments.

17

GENERAL GROWTH PROPERTIES, INC.
COMPARABLE NOI GROWTH
(dollars in thousands)

	Three Months Ended
	March 31,
	2008			2007
Comparable NOI Growth
Total Retail and Other NOI	$	632,630		$	558,711
NOI from noncomparable properties		(15,790	)		(6,996	)
Corporate and other (a)		(6,054	)		27,694
Comparable NOI (b)	$	610,786		$	579,409
Increase in Comparable NOI		5.4	%

Certain amounts have been reclassified to conform to the current period presentation.

(a)

Represents international and items that are included in the Total Retail and Other NOI line item that are not specifically related to operations. In addition, due to the acquisition of our partner’s 50% interest in GGP/Homart I in July 2007 and, since GGP owned an interest in and managed the GGP/Homart I properties throughout 2007 and 2008, this amount includes an adjustment to reflect such additional 50% interest for all periods in the comparable NOI presentation.

(b)

Comparable properties are those properties that have been owned and operated for the entire time during the compared accounting periods, excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties, and includes insurance proceeds received for business interruption claims for lost rent.

18

GENERAL GROWTH PROPERTIES, INC.
RETAIL RECOVERY SUMMARY*
(dollars in thousands)

	Three Months Ended
	3/31/2008			12/31/2007			9/30/2007			6/30/2007			3/31/2007
Consolidated Properties
Tenant recoveries*	$	228,480		$	230,325		$	228,397		$	192,432		$	195,688
Recoverable operating expenses:
Real estate taxes		65,530			61,459			64,950			52,444			53,524
Repairs and maintenance		56,726			57,735			47,306			42,662			45,866
Marketing		12,315			19,152			12,277			10,824			12,740
Other property operating costs		93,886			89,290			97,761			79,086			82,243
Total recoverable operating expenses*		228,457			227,636			222,294			185,016			194,373
Recovery Ratio		100.0	%		101.2	%		102.7	%		104.0	%		100.7	%
Unconsolidated Properties
Tenant recoveries*	$	38,675		$	38,547		$	37,959		$	47,259		$	47,829
Recoverable operating expenses:
Real estate taxes		10,521			8,713			10,280			13,786			14,275
Repairs and maintenance		8,402			9,362			7,491			9,658			10,067
Marketing		2,184			3,609			2,379			2,877			3,373
Other property operating costs		14,073			14,059			14,306			17,815			18,088
Total recoverable operating expenses*		35,180			35,743			34,456			44,136			45,803
Recovery Ratio		109.9	%		107.8	%		110.2	%		107.1	%		104.4	%

* Excludes office tenant recoveries and office property expenses, as well as other nonrecoverable operating expenses such as ground rent, parking, storage and other non-direct property related expenses.

19

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

	Consolidated Properties											Unconsolidated		Company Portfolio
	Maryland								Total			Property @ Share		Total MPC
	Properties (a)			Summerlin			Bridgeland		Consolidated			The Woodlands		Segment
	Three Months Ended
March 31, 2008
Land Sales (b)	$	234		$	5,634		$	3,198	$	9,066		$	23,118	$	32,184
Land Sales Operations (c) (d)		863			6,210			2,848		9,921			15,406		25,327
Net Operating Income (Loss)	$	(629	)	$	(576	)	$	350	$	(855	)	$	7,712	$	6,857
March 31, 2007
Land Sales (b)	$	3,520		$	15,113		$	5,160	$	23,793		$	13,361	$	37,154
Land Sales Operations (c)		3,559			13,111			3,474		20,144			7,695		27,839
Net Operating Income (Loss)	$	(39	)	$	2,002		$	1,686	$	3,649		$	5,666	$	9,315

(a)	Maryland Properties include Columbia and Fairwood.
(b)	Includes builder price participation.
(c)	Land Sales Operations includes selling and general and administrative expenses.
(d)	Land Sales Operations for Summerlin includes quarterly accruals for semi-annual distributions pursuant to the Contingent Stock Agreement (“CSA”).

20

GENERAL GROWTH PROPERTIES, INC.
MASTER PLANNED COMMUNITIES — VALUATION AND NET CASH FLOW GENERATED
(dollars in thousands)

VALUATION

Investment Land and Land Held for Development and Sale:
Net Book Value — Balance Sheet as of March 31, 2008 (a)	$	1,659,878
Estimated Value of Assets as of December 31, 2007 (b)		3,280,178

NET CASH FLOW GENERATED

	Three Months Ended March 31,
	2008			2007
Net Operating Income	$	6,857		$	9,315
Cost of Land Sales		1,082			7,887
The Woodlands Operations (c)		(7,712	)		(5,666	)
The Woodlands Cash Distribution for 2007 (c)		—			5,250
Other Adjustments to Derive Cash Generated (d)		2,666			10,464
Total Cash Generated		2,893			27,250
Land Development Expenditures, Net of Related Financing		(26,721	)		(29,716	)
Estimated Net Cash Flow generated by Master Planned Communities Segment (e)	$	(23,828	)	$	(2,466	)

(a)	The net book value reflects the recorded carrying amount of the assets in the Company’s financial statements excluding the Company’s share of The Woodlands Operations.
(b)	The estimated value reflects management’s valuation of the gross assets, including the Company’s share of The Woodlands, based upon a number of assumptions including historical sales rates and historical price appreciation. The estimated value is not based on any third party purchase offers and does not reflect any reduction for the final Summerlin distribution to be made in the first quarter of 2010 pursuant to the CSA.
(c)	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 partnership cash distribution is based on the final cash earned by The Woodlands and generally occurs at the end of each year. In 2007, $70.8 million was distributed in the fourth quarter.
(d)	Includes 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, builder price participation and other miscellaneous items.
(e)	Estimated net cash flow excludes the estimated semi-annual distributions to be paid pursuant to the CSA. It does not, however, include any provision for income taxes on the earnings of the Master Planned Communities segment which is operated through taxable REIT subsidiaries.

21

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

		Lot Sales and Pricing (a)				Acreage (b)
		Three Months Ended				Total		Remaining
		March 31,				Gross		Saleable
		2008		2007		Acres		Acres
Maryland Properties (c)
Residential	- Acres Sold		—		—				263
	- Average Price/Acre	$	—	$	—
Commercial	- Acres Sold		—		9.0				325
	- Average Price/Acre	$	—	$	291
Maryland Properties Acreage							19,100		588
Summerlin (d)
Residential	- Acres Sold		—		3.4				6,815
	- Average Price/Acre	$	—	$	1,743
Commercial	- Acres Sold		—		3.2				867
	- Average Price/Acre	$	—	$	1,167
Summerlin Acreage							22,500		7,682
Bridgeland
Residential	- Acres Sold		10.7		18.8				6,015
	- Average Price/Acre	$	257	$	250
Commercial	- Acres Sold		—		—				1,261
	- Average Price/Acre	$	—	$	—
Bridgeland Acreage							11,400		7,276
The Woodlands (f)
Residential	- Acres Sold		100.5		53.5				1,954
	- Average Price/Acre	$	361	$	365
Commercial	- Acres Sold		8.6		6.7				1,112
	- Average Price/Acre	$	717	$	261
The Woodlands Acreage							28,446		3,066

(a)	Average Price per Acre — 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 we 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 and the CSA, 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/A, as well as page 23 of this supplemental financial information for a discussion of the valuation of this segment of our business.
(b)	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.
(c)	Maryland Properties include Columbia and Fairwood.
(d)	Summerlin — Does not reflect impact of CSA. Please refer to most recent Form 10-K/A for more information. Average price per acre includes assumption of special improvement district financing.
(e)	The Woodlands — Shown at 100% for context. GGP Share of The Woodlands is 52.5%.

22

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

	3/31/2008			12/31/2007			12/31/2006			12/31/2005
Capital Information
Closing common stock price per share	$	38.17		$	41.18		$	52.23		$	46.99
52 Week High (a)		65.89			67.43			55.70			48.27
52 Week Low (a)		30.20			39.31			42.36			31.38
Total Return — Trailing Twelve Months (share appreciation and dividend)		-37.9	%		-17.6	%		14.7	%		34.1	%
Common Shares and Common Units outstanding at end of period		316,784,235	(b)		295,749,082			294,957,220			292,258,544
Portfolio Capitalization Data
Total Portfolio Debt (c)
Fixed	$	23,321,021		$	23,580,449		$	21,172,774		$	17,293,150
Variable		3,975,556			3,546,063			2,980,055			6,085,638
Total Preferred Securities		121,482			121,482			182,828			205,944
Stock market value of common stock and Operating Partnership units outstanding at end of period		12,091,654			12,178,947			15,405,616			13,733,229
Total Market Capitalization at end of period	$	39,509,713	(d)	$	39,426,941		$	39,741,273		$	37,317,961
Leverage Ratio (%)		69.1	%		68.8	%		60.8	%		62.6	%

(a)	52-week pricing information includes intra-day highs and lows.
(b)	Net of 1.4 million treasury shares.
(c)	Excludes special improvement districts liability, minority interest adjustment and purchase accounting mark-to-market adjustments.
(d)	Excludes shares of common stock issuable on any exchange of the 3.98% Senior Exchangeable Notes due 2027, as the conditions for such exchange were not satisfied as of the period ended March 31, 2008.

23

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, 2007		51,850,986			245,704,746		(1,806,650	)		295,749,082
Direct stock purchase and dividend reinvestment plan		—			22,300		—			22,300
Employee stock purchase plan		—			15		—			15
Redemption of OP Units into common shares		(18,495	)		18,495		—			—
Common stock offering (a)		—			20,302,895		—			20,302,895
Issuance of stock for stock option exercises and restricted stock grants, including stock option exercises satisfied from treasury		—			353,232		50			353,282
Issuance of stock, including from treasury, pursuant to the contingent stock agreement		—			—		356,661			356,661
Common Shares and OP Units Outstanding at March 31, 2008		51,832,491			266,401,683		(1,449,939	)		316,784,235
Net number of common shares issuable assuming exercise of dilutive stock options at March 31, 2008										200,883
Diluted Common Shares and OP Units Outstanding at March 31, 2008										316,985,118
Weighted average common shares and OP Units outstanding for the three months ended March 31, 2008 (Basic)										296,604,716
Weighted average net number of common shares issuable assuming exercise of dilutive stock options										153,176
Fully Diluted Weighted Average Common Shares and OP Units Outstanding for the three months ended March 31, 2008 (b)										296,757,892

(a)	Remainder of shares of common stock sold in the offering (2,526,460 shares) were issued in April 2008.
(b)	Excludes shares of common stock issuable on any exchange of the 3.98% senior exchangeable notes due 2027, as the conditions for such exchange were not satisfied as of the period ended March 31, 2008.

24

GENERAL GROWTH PROPERTIES, INC.
COMMON DIVIDEND HISTORY

(a) 1993 annualized

(b) Based on FFO definitions that existed during the specified reporting period.

25

GENERAL GROWTH PROPERTIES, INC.
DEBT MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY
AS OF MARCH 31, 2008
(dollars in thousands)

	Consolidated						Unconsolidated					Company
	Properties						Properties (a)					Portfolio
				Current					Current					Current
				Average					Average					Average
	Maturing			Interest			Maturing		Interest			Maturing		Interest
Year	Amount (b)			Rate (c)			Amount (b)		Rate (c)			Amount (b)		Rate (c)
2008	$	2,651,514			5.29	%	$	115,851		7.00	%	$	2,767,365		5.36	%
2009		3,081,817			5.34	%		252,976		5.61	%		3,334,793		5.36	%
2010		3,897,968			5.18	%		635,991		5.17	%		4,533,959		5.18	%
2011		6,702,418			5.57	%		1,167,731		5.99	%		7,870,149		5.63	%
2012		3,908,031			5.15	%		775,015		5.50	%		4,683,046		5.21	%
2013		2,863,044			5.96	%		123,232		5.19	%		2,986,276		5.93	%
2014		254,405			5.11	%		3,996		11.81	%		258,401		5.21	%
2015		195,018			5.21	%		887		11.36	%		195,905		5.24	%
2016		226,941			6.61	%		—		0.00	%		226,941		6.61	%
2017		104,624			6.54	%		50,263		6.70	%		154,887		6.59	%
Subsequent		273,643			5.35	%		11,212		7.99	%		284,855		5.45	%
Totals	$	24,159,423	(d)		5.43	%	$	3,137,154		5.70	%	$	27,296,577		5.46	%
Fixed Rate (e)		20,446,116			5.54	%		2,874,905		5.66	%		23,321,021		5.56	%
Variable Rate (e)		3,713,307			4.81	%		262,249		6.20	%		3,975,556		4.90	%
Totals	$	24,159,423	(d)		5.43	%(f)	$	3,137,154		5.70	%(f)	$	27,296,577		5.46	%(f)

	Average Years to Maturity
Fixed Rate Debt	4.02 years	4.13 years	4.04 years
Variable Rate Debt	4.19 years	2.50 years	4.08 years
All GGP Debt	4.05 years	3.99 years	4.04 years

(a)	Reflects the Company’s share of debt relating to the properties owned by the Unconsolidated Real Estate Affiliates.
(b)	Excludes principal amortization.
(c)	Reflects the current variable contract rate as of March 31, 2008 for all variable rate loans.
(d)	Reconciliation to GGP Consolidated GAAP debt.

	Consolidated
Consolidated debt, from above	$	24,159,423
Other liabilities — Special Improvement Districts		71,444
Minority interest ownership adjustment		71,715
Purchase accounting mark-to-market adjustments		63,249
GGP Consolidated GAAP debt	$	24,365,831

(e)	Includes the effects of interest rate swaps.
(f)	Rates include the effects of deferred finance costs and the effect of a 360 day rate applied over a 365 day period.

26

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

(a) 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.

27

GENERAL GROWTH PROPERTIES, INC.
FIRST QUARTER 2008 FINANCING ACTIVITY
(dollars in thousands)

	Fixed Rate			Floating Rate			Total Debt
December 31, 2007 (a)	$	23,580,449		$	3,546,063		$	27,126,512
New Funding:
Property Related		70,000			250,000			320,000
Non-Property Related		254,000	(b)		—			254,000
Refinancings:
Property Related		(331,062	)		657,002			325,940
Non-Property Related		(30,000	)		—			(30,000	)
Interest rate SWAP activity		(151,641	)		151,641			—
Revolver Borrowings		—			(429,150	)		(429,150	)
Other Property Related		(70,725	)		(200,000	)		(270,725	)
Net Change		(259,428	)		429,493			170,065
March 31, 2008 (a)	$	23,321,021		$	3,975,556		$	27,296,577

(a)	Includes Company’s share of debt of Unconsolidated Real Estate Affiliates. Excludes special improvement district liability, minority interest adjustment and purchase accounting mark-to-market adjustments.
(b)	Reflects additional GGP/Homart I portfolio purchase price obligation note.

28

GENERAL GROWTH PROPERTIES, INC.
OUTSTANDING DEBT BY MATURITY DATE
CONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

FIXED RATE
						Total Debt
Loan	Maturity Date		Rate (a)			Balance
Secured Asset Loans
Columbiana		05/12/08		4.27	%	$	65,741
Animas Valley		07/11/08		3.70	%		24,545
Grand Teton		07/11/08		3.69	%		26,298
Mayfair		07/11/08		3.17	%		180,171
Salem Center		07/11/08		3.69	%		25,422
Pioneer Place		08/01/08		6.76	%*		165,923
Foothills		09/01/08		6.63	%*		42,162
Northtown Mall		09/01/08		6.77	%		73,818
Chula Vista		10/01/08		4.24	%		59,863
Pierre Bossier		10/01/08		6.54	%*		36,129
Spring Hill		10/01/08		6.61	%*		79,268
Tucson Mall		10/13/08		4.35	%		119,972
Bayside		11/03/08		6.00	%		54,021
Southwest Plaza		11/03/08		6.54	%*		74,120
Birchwood		11/11/08		6.72	%*		38,934
Mall of the Bluffs		11/11/08		6.72	%*		38,934
Oakwood		11/11/08		6.72	%*		51,912
Chico Mall		02/11/09		4.89	%		58,058
Jordan Creek		03/01/09		4.66	%		189,505
Deerbrook		03/02/09		3.59	%		76,190
Southland		03/02/09		3.70	%		83,196
Prince Kuhio		04/01/09		3.57	%		38,734
JP Comm Sr. Austin Bluffs		04/09/09		4.68	%		2,366
JP Comm Sr. Division Crossing		04/09/09		4.51	%		5,452
JP Comm Sr. Fort Union		04/09/09		4.60	%		2,846
JP Comm Sr. Halsey Crossing		04/09/09		4.61	%		2,668
JP Comm Sr. Orem Plaza Center St		04/09/09		4.61	%		2,544
JP Comm Sr. Orem Plaza State St		04/09/09		4.72	%		1,574
JP Comm Sr. Riverpointe Plaza		04/09/09		4.55	%		3,940
JP Comm Sr. Riverside Plaza		04/09/09		4.52	%		5,638
JP Comm Sr. Woodlands Village		04/09/09		4.50	%		7,204
Town East		04/13/09		3.57	%		107,918
Grand Canal Shoppes		05/01/09		4.86	%		401,873
Coastland		06/01/09		6.73	%*		98,574
The Crossroads (MI)		06/01/09		7.53	%		40,568
Woodbridge Corporation		06/01/09		4.35	%		212,490
Steeplegate		07/31/09		5.08	%		79,433
Village of Cross Keys		07/31/09		7.04	%*		10,962
Apache		08/03/09		7.05	%*		50,429
Cumberland		08/10/09		7.14	%*		159,877
The Parks at Arlington		09/01/09		7.02	%*		139,274
Baybrook		10/01/09		6.66	%		150,203
Oakview		10/01/09		7.19	%*		116,640
Coral Ridge		11/02/09		6.15	%*		100,126
Governor’s Square		12/01/09		7.66	%*		59,309
Lakeside Mall		12/01/09		4.37	%		184,227
Mall St Matthews		01/01/10		4.90	%		147,419
North Star		01/01/10		4.53	%		237,502
Ward Centre & Ward Entertainment		01/01/10		4.44	%		59,552
Park Place		01/11/10		5.24	%		179,829
Visalia		01/11/10		3.89	%		43,117
Lansing I		01/15/10		9.35	%*		25,287
Pecanland		03/01/10		4.39	%		59,729
Southland		03/05/10		5.16	%		110,845
Providence Place		03/11/10		5.22	%		363,647
Ridgedale		04/01/10		4.96	%		181,616
West Valley		04/01/10		3.52	%		58,590
Pioneer Place		04/27/10		10.01	%*		977
Peachtree		06/01/10		5.19	%		91,224
Coronado		06/07/10		5.18	%		171,877
La Cantera		06/07/10		5.31	%		130,400
Maine		06/11/10		4.92	%		220,420
Burlington		07/01/10		5.50	%		31,500
Glenbrook		07/01/10		5.01	%		180,548
Regency Square		07/01/10		3.68	%		96,289

(a) Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.

29

GENERAL GROWTH PROPERTIES, INC.
OUTSTANDING DEBT BY MATURITY DATE
CONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

FIXED RATE
						Total Debt
Loan	Maturity Date		Rate (a)			Balance
Secured Asset Loans Cont.
St. Louis Galleria		07/05/10		4.94	%	$	241,898
Lynnhaven		07/06/10		5.18	%		241,307
Boise Towne Plaza		07/09/10		4.88	%		11,164
JP Comm Jr. Gateway Crossing		07/09/10		4.80	%		15,573
JP Comm Jr. Univ. Crossing		07/09/10		4.82	%		11,626
Crossroads Center (MN)		07/30/10		4.87	%		86,041
70 Columbia Corporate Center		10/01/10		10.15	%*		19,794
Newgate		10/01/10		4.96	%		41,867
Park City		10/01/10		5.30	%		152,254
Staten Island		10/01/10		6.11	%*		282,729
Fashion Place		10/05/10		5.41	%		146,952
110 North Wacker		10/11/10		5.14	%		46,310
Chapel Hills		10/11/10		5.15	%		117,733
Gallery at Harborplace		12/01/10		8.00	%		65,592
Rogue Valley		12/31/10		7.96	%		26,755
Newpark		02/01/11		7.58	%		69,344
Westlake Center		02/01/11		8.00	%		66,116
Boise Towne Square		02/10/11		6.74	%		72,102
10000 West Charleston		03/01/11		7.88	%*		22,158
North Point		03/01/11		5.58	%		219,144
Capital		04/01/11		7.52	%		20,634
Eden Prairie		04/01/11		4.79	%		81,525
Gateway		04/01/11		7.48	%		40,438
Greenwood		04/01/11		7.47	%		45,400
Mall of Louisiana		04/01/11		5.92	%		238,000
Beachwood Place		04/07/11		5.73	%		243,901
Vista Ridge		04/11/11		6.89	%*		81,987
The Woodlands		06/13/11		6.02	%		240,000
Northridge Fashion		07/01/11		7.24	%*		128,787
RiverTown		07/01/11		7.58	%*		120,039
Willowbrook Mall		07/01/11		6.92	%		161,433
Collin Creek Mall		07/11/11		6.87	%		68,210
Ala Moana		09/01/11		5.67	%		1,500,000
Bayshore		09/01/11		7.22	%*		31,591
Eastridge (CA)		09/01/11		5.90	%		170,000
Stonestown		09/01/11		5.89	%		273,000
Tysons Galleria		09/12/11		5.84	%		255,000
Victoria Ward		10/06/11		5.69	%		157,000
Augusta Mall		11/11/11		5.50	%*		175,000
One Owings Mills		12/01/11		8.50	%*		4,658
Eastridge (WY )		12/05/11		5.20	%		39,902
Pine Ridge		12/05/11		5.22	%		26,903
Red Cliffs		12/05/11		5.25	%		25,569
Three Rivers		12/05/11		5.24	%		21,903
Hulen Mall		12/07/11		5.14	%		115,175
Provo Mall		04/05/12		5.88	%		41,250
Spokane Valley Mall		04/05/12		5.87	%		41,250
Three Owings Mills		04/06/12		5.58	%		58,400
Four Owings Mills		04/06/12		5.61	%		25,600
Streets at Southpoint		04/06/12		5.45	%		244,754
Oviedo		05/07/12		5.24	%		52,763
Sikes Senter		06/01/12		5.32	%		62,475
Buckland Hills		07/02/12		5.01	%		168,073
Oglethorpe		07/02/12		4.99	%		144,029
Valley Plaza		07/11/12		3.98	%		97,685
White Marsh		09/01/12		5.68	%*		187,000
Corporate Pointe		09/11/12		6.83	%		9,198
Grand Traverse		10/01/12		5.11	%		86,841
The Mall in Columbia		10/01/12		5.87	%*		400,000
Harborplace		10/05/12		5.94	%		50,000
Fox River		12/03/12		6.06	%		195,000
Ivanhoe Capital		12/03/12		5.82	%		93,713
Columbia Mall (MO)		02/01/13		6.16	%		90,000
Market Place		02/01/13		6.16	%		106,000
Homart I		02/28/13		5.19	%		245,115
Gateway Overlook		03/01/13		5.91	%		55,000

(a) Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.

30

GENERAL GROWTH PROPERTIES, INC.
OUTSTANDING DEBT BY MATURITY DATE
CONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

FIXED RATE
Loan	Maturity Date		Rate (a)			Total Debt Balance
Secured Asset Loans Cont.
Faneuil Hall		04/01/13		5.66	%	$	95,595
Lincolnshire Commons		04/01/13		6.14	%		28,000
Pembroke		04/11/13		5.06	%		132,911
Fallbrook		06/03/13		6.26	%		85,000
Oxmoor		06/03/13		6.95	%		57,784
River Hills		06/03/13		6.26	%		80,000
Sooner Fashion		06/03/13		6.27	%		60,000
Senate Plaza		07/01/13		5.79	%		12,183
The Boulevard		07/01/13		4.36	%		110,200
1160/80 Town Center		07/15/13		6.99	%*		9,335
The Meadows		08/01/13		5.57	%		104,743
West Oaks		08/01/13		5.36	%		71,190
Moreno Valley		09/11/13		6.07	%		88,000
Lakeland		10/01/13		5.24	%		56,033
Bay City		12/02/13		5.44	%		24,590
Four Seasons		12/11/13		5.68	%		103,178
Valley Hills		03/05/14		4.82	%		58,054
Washington Park		04/01/14		5.56	%		12,327
Brass Mill		04/11/14		4.63	%		127,469
Bayside Bond		07/01/14		6.00	%		7,555
Mall St Vincent		07/07/14		6.44	%		49,000
Paramus Park		10/01/15		4.97	%		106,024
Eagle Ridge		10/12/15		5.53	%		48,375
Knollwood		10/12/15		5.47	%		40,619
Bellis Fair		02/15/16		7.34	%*		63,520
Lakeview Square		03/01/16		5.93	%		41,954
Country Hills		06/01/16		6.21	%		13,716
Providence Place		07/01/16		7.76	%*		27,699
Northgate		09/01/16		6.00	%		45,667
Piedmont		09/05/16		6.10	%		34,385
Southlake		12/05/17		6.55	%		100,000
Baltimore Center Garage		06/01/18		6.05	%*		17,470
10450 West Charleston		01/01/19		6.84	%*		4,912
Providence Place		07/01/28		7.76	%*		19,855
Houston Land Notes		2017-2033		6.50	%*		25,145
Provo Land Loan		08/01/95		10.05	%*		2,250
Corporate Debt
Mall St Matthews		05/01/08		9.03	%*		144
Houston Land		05/05/08		4.82	%		6,968
Princeton Land		07/01/08		3.04	%		3,570
Princeton Land East		07/01/08		3.00	%*		3,430
TRCLP Property Note		12/01/08		6.94	%*		58,000
TRCLP Public Indenture		03/16/09		3.63	%*		395,000
TRCLP Public Indenture		04/30/09		8.00	%*		200,000
Exchangeable Senior Notes		04/15/12		4.16	%*		1,550,000
TRCLP Public Indenture		09/17/12		7.20	%*		400,000
TRCLP Senior Notes		05/01/13		6.91	%*		798,187
TRCLP Public Indenture		11/26/13		5.38	%		450,000
Total Consolidated Fixed Rate Debt						$	20,446,116

(a) Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.

31

GENERAL GROWTH PROPERTIES, INC.
OUTSTANDING DEBT BY MATURITY DATE
CONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

VARIABLE RATE
Loan	Maturity Date		Rate (a)(b)			Total Debt Balance
Secured Asset Loans
Senior Bridge Loan		07/06/08		4.17	%	$	522,170
Fashion Show		11/28/08		5.66	%		650,000
Palazzo		11/28/08		5.80	%		250,000
Oakwood Center		02/09/09		5.05	%		95,000
Westlake Land		11/02/21		11.82	%		2,437
Unsecured Asset Loans
Credit Agreement Term Loans		02/24/11		4.54	%		1,987,500
Trust Preferred Shares		04/30/36		4.94	%		206,200
Total Consolidated Variable Rate Debt						$	3,713,307
Total Consolidated Debt & Swaps				5.43	%	$	24,159,423

(a)	Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.
(b)	Reflects the variable contract rate as of March 31, 2008.

32

GENERAL GROWTH PROPERTIES, INC.
OUTSTANDING DEBT BY MATURITY DATE AT SHARE
UNCONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

FIXED RATE
								Company
Loan	Maturity Date		Rate (a)			Total Debt		ProRata Share
Secured Asset Loans
Quail Springs		06/02/08		6.98	%		39,263	$	19,631
Neshaminy		07/01/08		6.76	%*		60,000		30,000
Woodlands Community		07/25/08		4.81	%		1,929		1,013
Towson Town Center		11/10/08		6.84	%		129,301		45,255
Woodlands Community		02/23/09		3.80	%		434		228
Perimeter Shopping Center		05/01/09		6.77	%*		118,303		59,151
Mizner Park		07/01/09		5.09	%		58,483		29,242
Carolina Place		01/11/10		4.70	%		160,413		81,009
Alderwood		07/06/10		5.03	%		291,049		146,980
Christiana Mall		08/02/10		4.61	%*		114,737		57,368
Water Tower Place		09/01/10		5.04	%		174,934		90,345
Woodlands Community		09/01/10		7.22	%		9,108		4,782
Whalers		11/08/10		5.63	%		106,528		65,368
Kenwood Towne Centre		12/01/10		5.58	%		240,611		169,301
Willowbrook		04/01/11		7.00	%*		92,844		46,422
Silver City Galleria		06/10/11		4.95	%		132,175		66,088
Austin Mall (Highland)		07/08/11		6.92	%		65,504		32,752
Village of Merrick Park		08/08/11		5.94	%		191,285		76,514
Northbrook Court		09/01/11		7.17	%*		90,286		45,594
Montclair		09/12/11		5.88	%		265,000		133,825
Arrowhead		10/03/11		6.92	%*		78,141		26,044
First Colony		10/03/11		5.68	%*		191,541		95,770
Riverchase		10/03/11		5.78	%		305,000		152,500
Natick Mall		10/07/11		5.74	%		350,000		175,000
Natick West		10/07/11		5.62	%		140,000		70,000
Galleria at Tyler		10/11/11		5.46	%*		250,000		125,000
Pinnacle Hills		12/08/11		5.84	%		140,000		70,000
Park Meadows		07/05/12		6.00	%*		360,000		126,000
Florence		09/10/12		5.04	%		98,236		69,343
Glendale Galleria		10/01/12		5.01	%		385,727		192,864
Oakbrook		10/01/12		5.12	%*		219,296		104,076
Clackamas		10/05/12		6.35	%		200,000		100,000
The Oaks		12/03/12		5.85	%		102,000		52,020
Westroads		12/03/12		5.84	%		89,250		45,518
Stonebriar		12/11/12		5.30	%		170,389		85,195
Bridgewater Commons		01/01/13		5.27	%*		137,804		48,232
Altamonte		02/01/13		5.14	%*		150,000		75,000
CenterPointe Village		01/02/17		6.38	%*		13,809		6,905
Trails Village Center		07/10/23		8.24	%*		16,419		8,210
Lake Meade Blvd & Buffalo Part		07/15/23		7.30	%*		6,003		3,001
Espark		06/01/17		6.76	%*		88,488		43,359
Total Unconsolidated Fixed Rate Debt								$	2,874,905

(a) Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.

33

GENERAL GROWTH PROPERTIES, INC.
SUMMARY OF OUTSTANDING DEBT BY MATURITY DATE AT SHARE
UNCONSOLIDATED PROPERTIES
AS OF MARCH 31, 2008
(dollars in thousands)

VARIABLE RATE
								Company ProRata
Loan	Maturity Date		Rate (a)(b)			Total Debt		Share
Secured Asset Loans
Woodlands Community		04/10/08		5.32	%	$	101	$	53
Woodlands Community		06/30/08		6.22	%		29,680		15,582
Woodlands Community		07/01/09		4.61	%*		4,768		2,503
Woodlands Credit Agreement		08/29/09		5.29	%		306,539		160,933
Woodlands Community		12/01/09		6.00	%*		1,748		918
Woodlands Community		01/01/10		6.34	%*		7,193		3,776
Woodlands Community		05/01/10		4.41	%*		26,771		14,055
Woodlands Community		12/01/10		4.47	%		5,728		3,007
Superstition Springs		09/09/11		3.97	%		67,500		22,498
Brazil — Aliansce		2011-2015		12.12	%		79,436		38,924
Total Unconsolidated Variable Rate Debt								$	262,249
Total Unconsolidated Debt				5.70	%			$	3,137,154
Total Debt & Swaps				5.46	%			$	27,296,577

(a)	Rates include the effects of deferred finance costs, interest rate swaps and, except where noted (*), the effect of a 360 day rate applied over a 365 day period.
(b)	Reflects the variable contract rate as of March 31, 2008.

34

Supplemental Operational Data

GENERAL GROWTH PROPERTIES, INC.
OPERATING STATISTICS, CERTAIN FINANCIAL INFORMATION & TOP TENANTS (a)
AS OF MARCH 31, 2008

	Consolidated			Unconsolidated			Company
	Retail			Retail			Retail
OPERATING STATISTICS (b)	Properties			Properties			Portfolio (c)
Occupancy		92.4	%		93.8	%		92.7	%
Trailing 12 month total tenant sales per sq. ft.		$442			$521			$460
% change in total sales (d)		0.0	%		0.0	%		0.2	%
% change in comparable sales (d)		1.4	%		-1.3	%		0.9	%
Mall and freestanding GLA (in sq. ft.)		49,286,512			13,861,274			63,147,786
CERTAIN FINANCIAL INFORMATION
Average annualized in place sum of rent and recoverable common area costs per sq. ft. (e) (f)	$	45.16		$	54.02
Average sum of rent and recoverable common area costs per sq. ft. for new/renewal leases (e) (f)	$	40.26		$	55.81
Average sum of rent and recoverable common area cost per sq. ft. for leases expiring in 2008 (e) (f)	$	33.68		$	46.91
Three month percentage change in comparable real estate property net operating income (versus prior year comparable period) (g)		5.1	%		7.3	%

	Percent of Minimum
	Rents, Tenant
	Recoveries and
TOP TEN LARGEST TENANTS (COMPANY RETAIL PORTFOLIO)	Other
Tenant (including subsidiaries)
Limited Brands, Inc.		3.8	%
Gap, Inc.		2.9
Abercrombie & Fitch Co.		2.2
Foot Locker, Inc.		2.1
Federated Department Stores, Inc.		1.7
American Eagle Outfitters, Inc.		1.3
Zale Corporation		1.1
The Children’s Place Retail Stores, Inc.		1.0
Luxottica Group S.P.A.		1.0
Pacific Sunwear of California, Inc.		1.0

(a)	Excludes all international operations which combined represent approximately 1% of segment basis real estate property net operating income.
(b)	Data is for 100% of the mall and freestanding GLA in each portfolio, including those properties that are owned in part by Unconsolidated Real Estate Affiliates. Data excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.
(c)	Data presented in the column “Company Retail Portfolio” are weighted average amounts.
(d)	2007 data previously reported one month behind the reporting date due to tenant reporting timelines, but has been adjusted in 2008 for comparability.
(e)	Represents the sum of rent and recoverable common area costs.
(f)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one year. Rents and recoverable common area costs related to these short-term leases are typically much lower than those related to long-term leases. Any inferences the reader may draw regarding future rent spreads should be made in light of this difference between short- and long-term leases.
(g)	Comparable properties are those properties that have been owned and operated for the entire time during the comparable accounting periods, and excludes properties at which significant physical or merchandising changes have been made and miscellaneous (non-retail) properties.

35

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

GLA as of March 31, 2008

						Total Mall/			Avg. Mall/
	Total Anchor GLA			Avg. Anchor GLA		Freestanding GLA			Freestanding GLA		Total GLA
Consolidated		78,051,706			506,829		52,166,060			338,741		130,218,366
Unconsolidated		22,724,523			649,272		14,829,957			423,713		37,554,480
Company		100,776,229			536,044		66,996,017			356,362		167,772,846
% of Total		60.1	%				39.9	%				100.0	%

Occupancy History

	Consolidated			Unconsolidated			Company
3/31/2008		92.4	%		93.8	%		92.7	%
3/31/2007		92.5	%		93.8	%		92.9	%
12/31/2007		93.4	%		94.9	%		93.8	%
12/31/2006		93.4	%		94.2	%		93.6	%
12/31/2005		92.1	%		93.5	%		92.5	%
12/31/2004		92.1	%		91.9	%		92.1	%

Trailing 12 Month Total Sales per Square Foot

	Consolidated		Unconsolidated		Company
3/31/2008	$	442	$	521	$	460
3/31/2007		442		521		459
12/31/2007(b)		444		521		462
12/31/2006(b)		443		473		453
12/31/2005(b)		428		455		437
12/31/2004(b)		402		427		410

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

	Consolidated		Unconsolidated
3/31/2008	$	45.16		$	54.02
3/31/2007		43.63			48.58
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
3/31/2008	$	40.26	$	33.68	$	6.58
3/31/2007		36.87		31.38		5.49
12/31/2007		39.64		31.38		8.26
Unconsolidated
3/31/2008	$	55.81	$	46.91	$	8.90
3/31/2007		44.64		37.95		6.69
12/31/2007		50.17		37.95		12.22

Occupancy Cost as a % of Sales (b)

	Consolidated			Unconsolidated			Company
3/31/2008		12.8	%		12.7	%		12.8	%
3/31/2007		12.5	%		12.3	%		12.4	%
12/31/2007		12.5	%		12.5	%		12.5	%
12/31/2006		12.6	%		12.4	%		12.5	%
12/31/2005		12.1	%		11.7	%		12.0	%
12/31/2004		12.5	%		13.0	%		12.7	%

(a)	Excludes all international operations which combined represent approximately 1% of segment basis real estate property net operating income. Also excludes community centers.
(b)	Due to tenant sales reporting timelines, data presented is one month behind reporting date.
(c)	Data includes a significant proportion of short-term leases on inline spaces that are leased for one year. Rents and recoverable common area costs related to these short-term leases are typically much lower than those related to long-term leases. Any inferences the reader may draw regarding future rent spreads should be made in light of this difference between short- and long-term leases.

36

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

	Three Months Ended					Three Months Ended
	March 31,					March 31,
	2008		% of Total			2007		% of Total
West
Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	$	223,770		35.4	%	$	202,362		36.2	%
North Central
Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Wisconsin		69,226		10.9	%		64,799		11.6	%
South Central
Arkansas, Louisiana, Oklahoma, Texas		74,937		11.8	%		66,010		11.8	%
Northeast
Connecticut, Delaware, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia		167,201		26.4	%		149,662		26.8	%
Southeast
Alabama, Florida, Georgia, Mississippi,		91,442		14.5	%		70,699		12.7	%
North Carolina, South Carolina, Tennessee
Corporate and Other (a)		6,054		1.0	%		5,179		0.9	%
TOTAL	$	632,630		100.0	%	$	558,711		100.0	%

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

37

GENERAL GROWTH PROPERTIES, INC.
LEASE EXPIRATION SCHEDULE AND LEASE TERMINATION INCOME AT SHARE
AS OF MARCH 31, 2008
(in thousands)

Lease Expiration Schedule (a) (b)

	Consolidated						Unconsolidated at Share (c)
	Sum of Rent and				Sum of Rent and		Sum of Rent and				Sum of Rent 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.
2008 (d)	$	136,895		3,948	$	34.67	$	22,071		450	$	49.05
2009		201,992		4,683		43.13		22,840		437		52.27
2010		220,166		4,753		46.32		24,999		444		56.30
2011		179,404		3,709		48.37		30,939		502		61.63
2012		214,772		3,957		54.28		29,384		486		60.46
2013		167,184		3,050		54.81		27,641		431		64.13
2014		169,297		2,951		57.37		25,077		359		69.85
2015		191,297		3,157		60.59		39,820		590		67.49
2016		200,027		3,114		64.23		47,916		690		69.44
2017		204,239		3,031		67.38		57,096		734		77.79
Subsequent		231,738		3,821		60.65		52,511		885		59.33
Total at Share	$	2,117,011		40,174	$	52.70	$	380,294		6,008	$	63.30
All Expirations	$	2,117,011		40,174	$	52.70	$	790,370		12,282	$	64.35

Retail Lease Termination Income at Share

	Three Months Ended
	March 31,
	2008		2007
Consolidated	$	18,447	$	2,305
Unconsolidated		2,559		1,431
Total Termination Income at Share	$	21,006	$	3,736

(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 1% of segment basis real estate property net operating income. Also excludes community centers.
(c)	Expirations at share reflect the Company’s direct or indirect ownership interest in a joint venture.
(d)	Data includes a significant proportion of short term leases on inline spaces that are leased for one year. Rents and recoverable common area costs related to these short-term leases are typically much lower than those related to long-term leases. Any inferences the reader may draw regarding future rent spreads should be made in light of this difference between short- and long-term leases.

38

Expansions, Re-developments & New Developments

GENERAL GROWTH PROPERTIES, INC.
ESTIMATED DEVELOPMENT COST SUMMARY
AS OF MARCH 31, 2008
(in millions at share)

Development Summary (a)
Expansion & re-development projects	$	996.4
New development projects (b)		1,253.8
Total expansion, re-development & new development projects		2,250.2
Less Expenditures On Active Projects
Expansion & re-development projects	$	317.9
New development projects		422.5
Total expenditures on active projects		740.4
Estimated future development spending (c)	$	1,509.8

(a)	Projects listed (per detail on page 40 and 41) are those that are anticipated to begin construction in the next 12 months.
(b)	Excludes international projects. No incremental GGP funding currently expected as local debt or equity financing has been or will be obtained.
(c)	Future development spending is currently expected to occur between Q2 2008 and Q2 2012.

39

GENERAL GROWTH PROPERTIES, INC.
EXPANSIONS & RE-DEVELOPMENT(a)

Definitive Projects

					Forecasted Cost		Projected
Property	Description	Ownership %			(in millions at share)		Opening
Mondawmin Mall	Addition of big box retail, restaurants and mall shop re-development		100	%	$	60.3		Q4 2008
Baltimore, MD
Montclair Plaza	Nordstrom and mall renovation		50	%		27.4		Q4 2008
Montclair, CA
Saint Louis Galleria	Addition of Nordstrom and mall shop GLA		100	%		62.7		Q2 2010
Saint Louis, MO
The Parks at Arlington	Re-development of the former Mervyn's space		100	%		28.1		Q2 2008
Arlington, TX
Towson Town Center	Mall Shop renovation and expansion including Crate & Barrel and
Towson, MD	additional restaurants		35	%		38.4		Q4 2008
Tucson Mall	Lifestyle expansion		100	%		63.2		Q4 2008
Tucson, AZ
Ward Centers	Addition of Whole Foods, parking structure and other retail space		100	%		131.8		Q2 2009
Honolulu, HI
Water Tower Place	American Girl and mall shop re-development		52	%		35.3		Q4 2008
Chicago, IL
Current estimated additional costs to be incurred on recently opened re-development projects						192.9
Current approved costs for 54 other re-development projects including those listed below						356.3
Total expansion & re-development projects					$	996.4

Planned Projects

Property	Description	Ownership %
Christiana Mall	Nordstrom and lifestyle center expansion	50%
Newark, DE
Cottonwood	Replace enclosed mall with a mixed-use development including restaurant,
Holladay, UT	retail, office and residential units	100%
Fashion Place	Nordstrom, mall shop and streetscape GLA expansion, and interior mall renovation	100%
Murray, UT
Redlands	Phase 1 - Strip center retail	100%
Redlands, CA

(a) Projects listed are those that are anticipated to begin construction in the next 12 months and excludes all international projects.

40

GENERAL GROWTH PROPERTIES, INC.
NEW DEVELOPMENTS(a)

Definitive Projects

		Forecasted Cost		Projected
Property	Description	(in millions at share)		Opening
Echelon      Las Vegas, NV	300 thousand sf retail promenade as part of an 87-acre resort master plan development on the Las Vegas strip	$	255.0		Q3 2010
Elk Grove Promenade      Elk Grove, CA	1.1 million sf open air lifestyle center with retail, entertainment and big box components		239.2		Q4 2009
Natick      Natick, MA	Addition of 59 thousand sf streetscape and parking deck		54.7		Q1 2009
	Nouvelle at Natick — luxury condominiums		167.7		Q4 2008
Pinnacle Hills South      Rogers, AR	Target, restaurants, and additional retail		10.1		Q2 2009
The Shops at La Cantera      San Antonio, TX	Phase II of The Shops at La Cantera including Barnes and Noble, restaurants, mall shop and office space		90.5		Q4 2008
Current estimated additional costs to be incurred on recently opened new development projects			118.6
Current approved costs for other new development projects including those listed below			318.0
Total new development projects		$	1,253.8

Planned Projects

					Potential
Property	Description	Ownership %			Opening
Bridges at Mint Hill	Shopping Center anchored by Belks and two other department stores		100	%		Q4 2011
Charlotte, NC
Summerlin Centre	New retail development of 106 acres in the Summerlin community;
Las Vegas, NV	project could be expanded in subsequent years		100	%		Q4 2009

(a) Projects listed are those that are anticipated to begin construction in the next 12 months and excludes all international projects.

41