8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 15, 2010
Date of Report (Date of earliest event reported)

General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-11656
(Commission
File Number) 42-1283895
(I.R.S. Employer
Identification No.)

110 N. Wacker Drive, Chicago, Illinois
(Address of principal executive offices) 60606
(Zip Code)

(312) 960-5000
(Registrant's telephone number, including area code)

        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 (see General Instruction A.2. below):

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 7.01.    Regulation FD Disclosure

        New GGP, Inc. ("New GGP"), an indirect finance subsidiary of General Growth Properties, Inc. (the "Company"), has filed a registration statement on Form S-11 relating to a proposed offering of up to $2.15 billion aggregate principal amount of mandatorily exchangeable notes due 2011. In connection with the offering by New GGP, the Company is disclosing under Item 7.01 of this Current Report on Form 8-K certain information from the preliminary prospectus included in the Form S-11 which has not previously been reported by the Company. This information, which is furnished as Exhibit 99.1 and is incorporated by reference herein, includes Unaudited Pro Forma Condensed Consolidated Financial Information and certain summary historical financial information.

        On July 15, 2010, GGP issued a press release announcing the filing of the Form S-11. The press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Limitation on Incorporation by Reference

        In accordance with General Instruction B.2 of Form 8-K, the information with respect to this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statement and Exhibits.

Exhibit Number		Description
	99.1	Excerpts from Form S-11 filed by New GGP, Inc. on July 15, 2010.
	99.2	Press Release issued on July 15, 2010 relating to the filing of the Form S-11.

SIGNATURES

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

GENERAL GROWTH PROPERTIES, INC.
/s/ EDMUND HOYT
Name:	Edmund Hoyt
Title:	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Date: July 15, 2010

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Excerpts from Form S-11 filed by New GGP, Inc. on July 15, 2010.
	99.2	Press Release issued on July 15, 2010 relating to the filing of the Form S-11.

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Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statement and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Summary Historical and Pro Forma Consolidated Financial Information

        The following table sets forth summary historical consolidated operating, balance sheet and other financial data of Existing GGP prior to the effectiveness of the Plan and its emergence from bankruptcy, as well as summary unaudited pro forma consolidated operating, balance sheet and other financial data of Existing GGP, which gives effect to the pro forma adjustments described below and in "Unaudited Pro Forma Condensed Consolidated Financial Information." At the time of this offering, Existing GGP is our indirect parent company, but upon its emergence from bankruptcy, it will become our indirect subsidiary. Existing GGP will provide a guarantee of the notes offered hereby. The historical operating data for the fiscal years ended December 31, 2009, 2008 and 2007 and the historical balance sheet data as of December 2009 and 2008 have been derived from Existing GGP's audited consolidated financial statements included elsewhere in this prospectus. The historical operating and balance sheet data as of and for the three months ended March 31, 2010 and 2009 have been derived from Existing GGP's unaudited consolidated financial statements included elsewhere in this prospectus, each of which has been prepared on a basis consistent with Existing GGP's audited financial statements. In the opinion of management, the historical unaudited operating and balance sheet data set forth below reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair statement of Existing GGP's financial position and results of operations for those periods. The historical results of operations for any period are not necessarily indicative of the results to be expected for any future period.

        The pro forma operating and balance sheet data have been derived from our unaudited pro forma financial condensed consolidated statements included in this prospectus under "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma condensed consolidated balance sheet data gives effect to the pro forma adjustments described below as if they had occurred on March 31, 2010. The unaudited pro forma condensed consolidated statement of operations data gives effect to the pro forma adjustments described below as if they had occurred on January 1, 2009 and January 1, 2010, respectively, the first day of the respective annual and interim periods presented.

        The summary pro forma consolidated financial data give effect to the following:

•

the transfer of certain assets and liabilities of Existing GGP to Spinco and the distribution of Spinco common stock to the Existing GGP stockholders and GGPLP common unitholders, in each case pursuant to the Plan;

•

the issuance of the $2.15 billion of notes offered by this prospectus, the exchange of such notes for the common stock of New GGP and the resulting application of proceeds;

•

the effectiveness of the Plan, including the satisfaction, payment and/or reinstatement of liabilities subject to compromise of Existing GGP, the consummation of the transactions contemplated by the investment agreements which provide for, among other things, investments by the Plan Sponsors and Texas Teachers of $4.65 billion in the common stock of New GGP, the entry into a new $1.5 billion secured term loan and the exchange of the common stock of Existing GGP for the common stock of New GGP on a one-for-one basis; and

•

the estimated adjustments required by the acquisition method of accounting as a result of the structure of the Plan Sponsors' investments.

        The pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2009, on January 1, 2010 or as of March 31, 2010, respectively, nor is it indicative of our

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future results of operations or financial position. In addition, Existing GGP's historical financial statements will not be comparable to New GGP's financial statements following emergence from bankruptcy due to the effects of the consummation of the Plan as well as adjustments for the effects of the application of the acquisition method of accounting.

        The data presented below should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus, "Plan of Reorganization," "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

			Historical
																Pro Forma
			Three Months Ended March 31,
								Years Ended December 31,								Three Months Ended March 31, 2010
																			Year Ended December 31, 2009
			2010		2009			2009			2008			2007
			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	492,758	$	499,107		$	1,992,046		$	2,085,758		$	1,933,674	$	459,804		$	1,872,049
	Tenant recoveries			214,251		233,019			883,595			927,332			859,801		209,432			863,953
	Overage rents			10,346		10,025			52,306			72,882			89,016		9,886			49,605
	Land sales			5,070		8,986			45,997			66,557			145,649		—			—
	Management fees and other corporate revenues			18,086		21,858			75,851			96,495			119,941		18,086			75,828
	Other			20,726		15,645			86,019			112,501			113,720		19,328			83,686
		Total Revenues		761,237		788,640			3,135,814			3,361,525			3,261,801		716,536			2,945,121
Expenses:
	Real estate taxes			72,095		71,558			280,895			274,317			246,484		69,323			267,989
	Property maintenance costs			35,844		27,358			119,270			114,532			111,490		33,948			113,684
	Marketing			7,081		7,576			34,363			43,426			54,664		6,824			33,292
	Other property operating costs			127,071		131,699			529,686			557,259			523,341		119,255			496,276
	Land sales operations			10,167		10,614			50,807			63,441			116,708		—			—
	Provision for doubtful accounts			6,327		10,332			30,331			17,873			5,426		6,226			27,792
	Property management and other costs			35,432		43,408			176,876			184,738			198,610		30,995			159,279
	General and administrative			7,638		7,525			28,608			39,245			37,005		7,638			28,608
	Strategic initiatives			—		38,300			67,341			18,727			—		—			—
	Provisions for impairment			11,350		331,093			1,223,810			116,611			130,533		—			—
	Litigation (benefit) provision			—		—			—			(57,145	)		89,225		—			—
	Depreciation and amortization			177,302		204,615			755,161			759,930			670,454		257,969			1,031,874
		Total expenses		490,307		884,078			3,297,148			2,132,954			2,183,940		532,178			2,158,794
	Operating income (loss)		$	270,930	$	(95,438	)	$	(161,334	)	$	1,228,571		$	1,077,861	$	184,358		$	786,327
Income (loss) from continuing operations			$	55,841	$	(404,145	)	$	(1,303,861	)	$	(36,372	)	$	347,597	$	(63,941	)	$	(386,739	)
Basic and diluted earnings (loss) per share			$	0.16	$	(1.27	)	$	(4.11	)	$	0.02		$	1.12

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		Historical
																	Pro Forma
		Three Months Ended March 31,
								Years Ended December 31,									Three Months Ended March 31, 2010
																				Year Ended December 31, 2009
		2010			2009			2009			2008			2007
		(In thousands, except for statistical data)
Other Financial Data:
FFO(1):
	Operating Partnership	$	248,164		$	(165,916	)	$	(421,384	)	$	833,086		$	1,083,439		$	209,553		$	753,732
	Less: Allocation to Operating Partnership limited common unitholders		(5,581	)		4,528			10,052			(136,896	)		(190,740	)		(5,959	)		(5,878	)
	Existing GGP stockholders		242,583			(161,388	)		(411,332	)		696,190			892,699			203,594			747,854
NOI(2)			583,844			551,856			2,296,747			2,565,784			2,391,611			558,497			2,312,463
Net debt(3)			23,484,945			24,507,065			23,801,621			24,587,584			24,182,605			17,391,653			18,044,181
EBITDA(4)			639,044			187,293			1,015,193			2,369,895			2,170,517			618,377			2,367,820
Adjusted EBITDA(4)			545,716			558,187			2,207,530			2,455,954			2,299,607			603,111			2,366,528
Capital expenditures			15,308			4,576			52,184			57,133			44,128			14,974			50,562
Number of properties			203			204			203			204			197			183			184
GLA (million square feet)(5)			190			190			190			190			189			178			178
Occupancy(6)			90.5	%		90.9	%		91.6	%		92.5	%		93.8	%		90.5	%		91.3	%
Occupancy cost(7)			14.6	%		13.8	%		14.7	%		13.3	%		12.5	%		14.3	%		13.9	%
Tenant sales per square foot(8)		$	411		$	427		$	406		$	438		$	462		$	417		$	410
Ratio of Net Debt(3) to Adjusted EBITDA(4)			—			—			10.8	x		10.0	x		10.5	x		—			7.6	x

	Historical
	As of March 31,				As of December 31,
									Pro Forma As of March 31, 2010
	2010		2009		2009		2008
	(In thousands)
Balance Sheet data:
Cash and cash equivalents	$	573,120	$	195,745	$	654,396	$	168,993	$	738,465
Total assets		27,890,634		28,903,412		28,149,774		29,557,330		29,000,758
Mortgages, notes and loans payable		24,058,065		24,702,810		24,456,017		24,756,577		18,130,118
Total liabilities		26,730,468		26,950,452		27,095,602		27,196,998		20,775,872
Total stockholders' equity of Existing GGP		898,700		1,767,261		822,963		1,836,141		7,964,327

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(1)

Consistent with real estate industry and investment community preferences, we use FFO as a supplemental measure of our operating performance. For our definition of FFO as well as an important discussion of its uses and inherent limitations, see "Use of Non-GAAP Measures."

The following is a reconciliation of FFO to net income (loss) attributable to common stockholders:

	Historical															Pro Forma
	Three Months Ended March 31,						Years Ended December 31,									Three Months Ended March 31,			Year Ended December 31,
	2010			2009			2009			2008			2007			2010			2009
	(In thousands)
FFO:
General Growth stockholders	$	242,583		$	(161,388	)	$	(411,332	)	$	696,190		$	892,699		$	203,594		$	747,854
Operating Partnership unitholders		5,581			(4,528	)		(10,052	)		136,896			190,740			5,959			5,878
Operating Partnership		248,164			(165,916	)		(421,384	)		833,086			1,083,439			209,533			753,732
Depreciation and amortization of capitalized real estate costs		(212,582	)		(242,097	)		(899,316	)		(885,814	)		(797,189	)		(292,207	)		(1,170,749	)
Gains (losses) on sales of investment properties(a)		16,120			(55	)		921			55,044			42,745			16,120			1,860
Noncontrolling interests in depreciation of Consolidated Properties and other		1,142			874			3,717			3,330			3,199			1,142			3,717
Allocation to noncontrolling interests Operating Partnership unitholders		(1,188	)		11,112			31,373			(927	)		(58,552	)		156			40,289
Net income (loss) attributable to common stockholders	$	51,656		$	(396,082	)	$	(1,284,689	)	$	4,719		$	273,642		$	(65,236	)	$	(371,151	)

(a)

Included in such amounts for the three months ended March 31, 2010 is $15.3 million of gain, which, according to current GAAP guidance, is recognized due to our Brazilian joint venture issuing common stock with an issue price in excess of our carrying value per share of our investment in such venture.

(2)

We also use NOI as a supplemental measure of our operating performance. For our definition of NOI as well as an important discussion of its uses and inherent limitations, see "Use of Non-GAAP Measures."

The following is a reconciliation NOI to operating income (loss):

	Historical															Pro Forma
	Three Months Ended March 31,						Years Ended December 31,									Three Months Ended March 31,			Year Ended December 31,
	2010			2009			2009			2008			2007			2010			2009
	(In thousands)
NOI	$	583,844		$	551,856		$	2,296,747		$	2,565,784		$	2,391,611		$	558,497		$	2,312,463
Unconsolidated properties		(103,201	)		(99,828	)		(401,614	)		(423,011	)		(446,631	)		(99,546	)		(392,986	)
Management fees and other corporate revenues		18,086			21,858			75,851			96,495			119,941			18,086			75,828
Property management and other costs		(35,432	)		(43,408	)		(176,876	)		(184,738	)		(198,610	)		(30,995	)		(159,279	)
General and administrative		(7,638	)		(7,525	)		(28,608	)		(39,245	)		(37,005	)		(7,638	)		(28,608	)
Strategic initiatives		—			(38,300	)		(67,341	)		(18,727	)		—			—			—
Litigation benefit (provision)		—			—			—			57,145			(89,225	)		—			—
Provisions for impairment		(11,350	)		(278,324	)		(1,115,119	)		(76,265	)		(2,933	)		—			—
Depreciation and amortization		(177,302	)		(204,615	)		(755,161	)		(759,930	)		(670,454	)		(257,969	)		(1,031,874	)
Noncontrolling interests in NOI of consolidated properties and other		3,923			2,848			10,787			11,063			11,167			3,923			10,783
Operating income (loss)	$	270,930		$	(95,438	)	$	(161,334	)	$	1,228,571		$	1,077,861		$	184,358		$	786,327

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(3)

Net debt is not a defined term under GAAP. It is defined as total debt less cash and cash equivalents.

(4)

We have presented Adjusted EBITDA because we believe that it is useful to investors. For our definition of Adjusted EBITDA as well as an important discussion of its uses and limitations, see "Use of Non-GAAP Measures."

The following is a reconciliation of EBITDA and Segment Basis Adjusted EBITDA to GAAP net (loss) income attributable to common stockholders:

	Historical															Pro Forma
	Three Months Ended March 31,															Three Months Ended March 31, 2010
							Year Ended December 31,
																			Year Ended December 31, 2009
	2010			2009			2009			2008			2007
	(In thousands)
Adjusted EBITDA	$	545,716		$	558,187		$	2,207,530		$	2,455,954		$	2,299,607		$	603,111		$	2,366,528
Strategic Initiatives(a)		—			(38,300	)		(67,341	)		(18,727	)		—			—			—
Provisions for impairment(b)		(11,350	)		(332,539	)		(1,271,529	)		(117,000	)		(130,765	)		—			—
Gain on Brazilian Joint Venture IPO(c)		15,266			—			—			—			—			15,266			—
Debt extinguishment costs		—			—			(578	)		(5,376	)		1,675			—			(569	)
Reorganization items(d)		89,412			—			146,190			—			—			—			—
Discontinued operations (losses) gains on dispositions		—			(55	)		921			55,044			—			—			1,860
EBITDA		639,044			187,293			1,015,193			2,369,895			2,170,517			618,377			2,367,819
Depreciation and amortization		(203,504	)		(234,092	)		(865,611	)		(850,896	)		(769,268	)		(289,047	)		(1,158,904	)
Amortization of deferred finance costs		(9,269	)		(20,556	)		(47,396	)		(47,964	)		(20,574	)		(9,125	)		(46,512	)
Interest income		1,348			1,647			7,656			9,170			25,058			861			5,303
Interest expense		(368,194	)		(349,525	)		(1,428,831	)		(1,439,958	)		(1,349,504	)		(379,845	)		(1,528,410	)
(Povision for) benefit from income taxes		(3,522	)		11,034			14,164			(21,586	)		291,330			(1,673	)		(22,342	)
Allocation to noncontrolling interests		(4,247	)		8,117			20,136			(13,942	)		(73,917	)		(4,784	)		11,895
Net income (loss) attributable to common stockholders	$	51,656		$	(396,082	)	$	(1,284,689	)	$	4,719		$	273,642		$	(65,236	)	$	(371,151	)

(a)

Our strategic initiatives include expenses related to the design and restructuring of our balance sheet to create a sustainable long-term capital structure and the development of a long-term operational strategy.



(b)

For a discussion on provisions for impairment, see "Note 2—Summary of Significant Accounting Policies" to the December 31, 2009 consolidated financial statements contained elsewhere in this prospectus.



(c)

Our gain on Brazilian joint venture initial public offering refers to a gain recorded related to our investment in Alianse Shopping Centers, S.A. as a result of its initial public offering. See "Note 3—Unconsolidated Real Estate Affiliates" to the condensed March 31, 2010 consolidated financial statements elsewhere in this prospectus.



(d)

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 Existing GGP filed for Chapter 11 protection on April 16, 2009.

(5)

Includes the gross leasable area of freestanding retail locations that are not attached to the primary complex of buildings that comprise a shopping center, and excludes anchor stores.

(6)

Occupancy represents GLOA divided by GLA (mall shop and freestanding space) for spaces less than 30,000 square feet. "GLOA" represents Gross Leasable Occupied Area and is the sum of: (1) tenant occupied space under lease, (2) all leases signed, whether or not the space is occupied by a tenant and (3) tenants no longer occupying the space but still paying rent.

(7)

Occupancy cost represents the sum of rent (minimum, overage and percent of sales in lieu of minimum rent) and recoverable common area costs (including taxes) divided by total comparable tenant reported sales, for in-line retail tenants occupying less than 10,000 square feet.

(8)

Tenant sales per square foot is calculated as the sum of the trailing twelve months comparable sales divided by the trailing twelve months comparable square footage open at least one full year.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial information has been developed by applying pro forma adjustments to the historical consolidated financial information of Existing GGP appearing elsewhere in this prospectus. The unaudited pro forma condensed consolidated balance sheet gives effect to the transactions described below as if they had occurred on March 31, 2010. The unaudited pro forma condensed consolidated statements of operations give effect to the pro forma adjustments described below as if they had occurred on January 1, 2009. All significant pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed consolidated financial information which should be read in conjunction with such pro forma condensed consolidated financial information.

        The unaudited pro forma condensed consolidated financial information gives effect to the following:

•

the transfer of certain assets and liabilities of Existing GGP to Spinco and the distribution of Spinco common stock to the Existing GGP stockholders and GGPLP unitholders, in each case pursuant to the Plan;

•

the issuance of the $2.15 billion of notes offered by this prospectus, the exchange of such notes for the common stock of New GGP and the resulting application of proceeds;

•

the effectiveness of the Plan, including the satisfaction, payment and/or reinstatement of liabilities subject to compromise of Existing GGP, the consummation of the transactions contemplated by the investment agreements which provide for, among other things, investments by the Plan Sponsors and Texas Teachers of $4.65 billion in the common stock of New GGP, the entry into a new $1.5 billion secured term loan and the exchange of the common stock of Existing GGP for the common stock of New GGP on a one-for-one basis; and

•

the estimated adjustments required by the acquisition method of accounting as a result of the structure of the Plan Sponsors' investments.

        The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have actually been reported had the transactions reflected in the pro forma adjustments occurred on January 1, 2009 or as of March 31, 2010, respectively, nor is it indicative of our future results of operations or financial position. In addition, Existing GGP's historical financial statements will not be comparable to New GGP's financial statements following emergence from bankruptcy due to the effects of the consummation of the Plan as well as adjustments for the effects of the application of the acquisition method of accounting.

        The structure of the Plan Sponsors' investments will trigger the application of the acquisition method of accounting. The pro forma condensed consolidated financial information presented, including allocations of the purchase price, is based on available information and assumptions that are factually supportable and that we believe are reasonable under the circumstances, including the estimated timing of the consummation of the Plan, and preliminary estimates of the fair values of assets acquired and liabilities disposed of, settled or assumed. These estimates and assumptions will be revised as additional information becomes available. Once the Plan is consummated, we will be able to determine the final purchase price inherent in the investments made by the Plan Sponsors and we will finalize the accounting for these transactions. The final application of the acquisition method of accounting could differ from the amounts reflected in the unaudited pro forma condensed consolidated financial information and could result in goodwill or gain being reflected in our balance sheet on the Effective Date. In addition, such differences will likely result in operating results and financial condition different than that reflected in the unaudited pro forma condensed consolidated financial information.

6

        The unaudited pro forma statements of operations also assume that New GGP will qualify and elect to be taxed as a REIT for U.S. federal income tax purposes and assume that it distributes all of its taxable income as provided by the Code; and therefore, no New GGP income taxes have been provided for the periods presented. In addition, the pro forma condensed consolidated financial information presented is based on estimates and assumptions of claims that will be satisfied pursuant to the Plan; however, the amount of such claims and their treatment may change significantly from the amounts assumed below. See "Risk Factors—The treatment of certain claims under the Plan is uncertain, and Existing GGP may make significant changes to the Plan following this offering." The actual adjustments to Existing GGP's consolidated financial statements upon the consummation of the Plan will depend on a number of factors, including additional information available and the actual balance of Existing GGP's net assets on the date of the consummation of the Plan and the actual amount of claims reflected in the Plan on the Effective Date. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

        The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information contained in "Plan of Reorganization," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

7

Existing GGP

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of March 31, 2010

					Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total
					(In thousands)
Assets:
	Investment in real estate:
		Land			$	3,330,049		$	194,688		$	—	$	—		$	1,545,569		$	4,680,930
		Buildings and equipment				22,816,895			416,790			—		—			(3,716,175	)		18,683,930
		Less accumulated depreciation				(4,617,965	)		(79,055	)		—		—			4,538,910			—
		Developments in progress				434,449			327,071			—		—						107,378
			Net property and equipment			21,963,428			859,494			—		—			2,368,304			23,472,238
		Investment in and loans to/from Unconsolidated Real Estate Affiliates				1,990,367			142,057			—		—			660,754			2,509,064
		Investment property and property held for development and sale				1,768,098			1,680,756			—		—			(87,342	)		—
			Net investment in real estate			25,721,893			2,682,307			—		—			2,941,716			25,981,302
	Cash and cash equivalents					573,120			2,750			2,150,000		(1,981,905	)		—			738,465
	Accounts and notes receivable, net					393,405			17,316			—		—			(257,959	)		118,130
	Goodwill					199,664			—			—		—			(199,664	)		—
	Deferred expenses, net					286,394			7,161			—		—			(279,233	)		—
	Prepaid expenses and other assets					716,158			172,942			—		64,508			1,555,137			2,162,861
			Total assets		$	27,890,634		$	2,882,476		$	2,150,000	$	(1,917,397	)	$	3,759,997		$	29,000,758
Liabilities and Equity:
	Liabilities not subject to compromise:
		Mortgages, notes and loans payable			$	13,789,048		$	163,739			—	$	4,704,648		$	(199,839	)	$	18,130,118
		Investment in and loans to/from Unconsolidated Real Estate Affiliates				39,329			—			—		—			(39,329	)		—
		Deferred tax liabilities				859,144			816,091			—		(2,204	)		(1,457	)		39,392
		Accounts payable and accrued expenses				1,190,597			99,951			—		(28,794	)		1,544,510			2,606,362
			Liabilities not subject to compromise			15,878,118			1,079,781			—		4,673,650			1,303,885			20,775,872
	Liabilities subject to compromise:
		Mortgages, notes and loans payable				10,269,017			133,631			—		(10,135,386	)		—			—
		Accounts payable and accrued expenses				583,333			136,619			—		(446,714	)		—			—
			Liabilities subject to compromise			10,852,350			270,250			—		(10,582,100	)		—			—
			Total liabilities			26,730,468			1,350,031			—		5,908,450			1,303,885			20,775,872
	Redeemable noncontrolling interests:
		Preferred				120,756			—			—		—			—			120,756
		Common				116,890			—			—		—			—			116,890
			Total redeemable noncontrolling interests			237,646			—			—		—			—			237,646
	Commitments and Contingencies					—			—			—		—			—			—
Equity:
	Preferred stockholders equity					—			—			—		10,000			—			10,000
	Common stockholders equity					898,700			1,531,538			2,150,000		3,981,053			2,456,112			7,954,327
		Total stockholders' equity				898,700			1,531,538			2,150,000		3,991,053			2,456,112			7,964,327
			Noncontrolling interests in consolidated real estate affiliates			23,820			907			—		—			—			22,913
			Total equity			922,520			1,532,445			2,150,000		3,991,053			2,456,112			7,987,240
				Total liabilities and equity	$	27,890,634		$	2,882,476		$	2,150,000	$	(1,917,397	)	$	3,759,997		$	29,000,758

8

Existing GGP

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2009

			Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total
			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	1,992,046		$	60,665		$	—	$	—		$	(59,332	)	$	1,872,049
	Tenant recoveries			883,595			19,642			—		—			—			863,953
	Overage rents			52,306			2,701			—		—			—			49,605
	Land sales			45,997			45,997			—		—			—			—
	Management fees and other corporate revenues			75,851			23			—		—			—			75,828
	Other			86,019			2,333			—		—			—			83,686
		Total revenues		3,135,814			131,361			—		—			(59,332	)		2,945,121
Expenses:
	Real estate taxes			280,895			13,813			—		—			907			267,989
	Property maintenance costs			119,270			5,586			—		—			—			113,684
	Marketing			34,363			1,071			—		—			—			33,292
	Other property operating costs			529,686			31,994			—		—			(1,416	)		496,276
	Land sales operations			50,807			50,807			—		—			—			—
	Provision for doubtful accounts			30,331			2,539			—		—			—			27,792
	Property management and other costs			176,876			17,597			—		—			—			159,279
	General and administrative			28,608			—			—		—			—			28,608
	Strategic initiatives			67,341			5,380			—		(61,961	)		—			—
	Provisions for impairment			1,223,810			680,684			—		—			(543,126	)		—
	Depreciation and amortization			755,161			18,991			—		—			295,704			1,031,874
		Total expenses		3,297,148			828,462			—		(61,961	)		(247,931	)		2,158,794
	Operating income (loss)			(161,334	)		(697,101	)		—		61,961			188,599			786,327
Interest income				3,321			1,689			—		—			—			1,632
Interest expense				(1,311,283	)		999			—		163,395			(72,842	)		(1,221,729	)
Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items				(1,469,296	)		(694,413	)		—		225,356			115,757			(433,770	)
(Provision for) benefit from income taxes				14,610			28,497			—		7,985			—			(5,902	)
Equity in income of Unconsolidated Real Estate Affiliates				4,635			(28,209	)		—		—			20,089			52,933
Reorganization items				146,190			(7,046	)		—		(153,236	)		—			—
Income (loss) from continuing operations			$	(1,303,861	)	$	(701,171	)	$	—	$	80,105		$	135,846		$	(386,739	)

9

Existing GGP

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Three Months Ended March 31, 2010

			Historical			Less Distribution of Spinco			Offering		Plan			Acquisition Accounting			Total
			(In thousands)
Operating Data:
Revenues:
	Minimum rents		$	492,758		$	15,512		$	—	$	—		$	(17,442	)	$	459,804
	Tenant recoveries			214,251			4,819			—		—			—			209,432
	Overage rents			10,346			460			—		—			—			9,886
	Land sales			5,070			5,070			—		—			—			—
	Management fees and other corporate revenues			18,086			—			—		—			—			18,086
	Other			20,726			1,398			—		—			—			19,328
		Total revenues		761,237			27,259			—		—			(17,442	)		716,536
Expenses:
	Real estate taxes			72,095			2,999			—		—			227			69,323
	Property maintenance costs			35,844			1,896			—		—			—			33,948
	Marketing			7,081			257			—		—			—			6,824
	Other property operating costs			127,071			7,477			—		—			(339	)		119,255
	Land sales operations			10,167			10,167			—		—			—			—
	Provision for doubtful accounts			6,327			101			—		—			—			6,226
	Property management and other costs			35,432			4,437			—		—			—			30,995
	General and administrative			7,638			—			—		—			—			7,638
	Strategic initiatives			—			—			—		—			—			—
	Provisions for impairment			11,350			279			—		—			(11,071	)		—
	Depreciation and amortization			177,302			4,238			—		—			84,905			257,969
		Total expenses		490,307			31,851			—		—			73,722			532,178
	Operating income (loss)			270,930			(4,592	)		—		—			(91,164	)		184,358
Interest income				676			106			—		—			—			570
Interest expense				(335,278	)		(1,577	)		—		53,052			(4,221	)		(284,870	)
	Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items			(63,672	)		(6,063	)		—		53,052			(95,385	)		(99,942	)
(Provision for) benefit from income taxes				(3,650	)		(1,127	)		—		—			—			(2,523	)
Equity in income of Unconsolidated Real Estate Affiliates				33,751			1,492			—		—			6,265			38,524
Reorganization items				89,412			(16,595	)		—		(106,007	)		—			—
Income (loss) from continuing operations			$	55,841		$	(22,293	)	$	—	$	(52,955	)	$	(89,120	)	$	(63,941	)

10

Existing GGP

Notes to Pro Forma Condensed Consolidated Balance Sheet

Distribution of Spinco:

        Reflects the assets and liabilities to be transferred to Spinco pursuant to the Plan. In particular, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco," the assets and liabilities to be transferred to Spinco, are expected to consist of all of Existing GGP's master-planned communities, nine mixed-use development opportunities, four potential mall development projects, seven redevelopment properties and other miscellaneous real estate interests. Spinco will be capitalized with $250 million of initial equity from either the Plan Sponsors pursuant to the Plan or other equity sources and Existing GGP equity owners are expected to own a majority equity interest in Spinco as of the Effective Date. Intercompany balances and transactions between entities to be owned by New GGP and Spinco after the Effective Date that were previously eliminated within the historical financial statements of Existing GGP, to the extent not specifically addressed by the provisions of the Plan, have been restored. The pro forma adjustments do not reflect the incremental costs that Spinco will incur as a stand-alone public company or the costs associated with the transition services agreement that Existing GGP expects to enter into with Spinco on our behalf on or prior to the Effective Date.

Offering Adjustments:

        Reflects an increase in cash and cash equivalents and common stockholder's equity as a result of the issuance of $2.15 billion of notes offered by this prospectus. For purposes of our pro forma presentation, we have assumed that the notes have been exchanged into our common stock as of March 31, 2010 at a rate of             per New GGP common share and that no allocation of funds has been made to Spinco as discussed in "Plan of Reorganization—Spinco Note and Indemnity". In addition, as an underwriting agreement and other specifics of the offering are yet to be agreed upon, an estimate of the offering costs that will reduce the net proceeds of the offering will be included in a subsequent amendment to this prospectus.

Plan Adjustments:

        (1) Reflects a decrease in cash and cash equivalents and liabilities subject to compromise to give effect to the transactions contemplated by the Plan, including (a) the investments by Brookfield, Fairholme, Pershing and Texas Teachers and (b) the new $1.5 billion secured term loan. Pursuant to the Plan, the balances of mortgages, notes and loans payable and accounts payable and accrued expenses, all not subject to compromise, increase as the similar categories of liabilities subject to compromise are deemed to be satisfied, paid, or reinstated.

(dollars in thousands)
Sources of Funds:
Brookfield Equity Investment		$	2,500,000
Fairholme Equity Investment			1,356,500	(a)
Pershing Equity Investment			543,500	(a)
Texas Teachers Equity Investment			250,000	(a)
New Secured Term Loan			1,500,000
Mandatorily Exchangeable Notes offered by this prospectus			2,150,000
Preferred equity			10,000
Cash on hand			573,000	(b)
	Total sources of funds	$	8,883,000

11

(dollars in thousands)
Uses of Funds:
Payments related to creditor and loan restructuring
	2006 credit facility claims		$	2,624,000
	Rouse noteholder claims			2,443,000	(c)
	GGPLP Exchangeable note claims			1,640,000	(c)
	DIP loan claims			420,000
	Other secured and unsecured claims			253,000
	Loan payments and other escrows related to restructuring			293,000
	Spinco set up costs			83,000
	Transaction fees and expenses			387,000
		Total uses of funds		8,143,000
Net funds available as a result of the Plan			$	740,000

(a)

The investment agreements with Fairholme, Pershing and Texas Teachers permit Existing GGP to use the proceeds of a sale of, or binding commitments to sell, common stock of New GGP, including the common stock underlying the notes offered by this prospectus, for not less than $10.50 per share (net of all underwriting and other discounts, fees and related consideration) to reduce the amount of New GGP common stock to be sold to Fairholme, Pershing and Texas Teachers by up to 50% prior to the effective date of the Plan. The table above assumes the reduction of the commitments of each of Fairholme, Pershing and Texas Teachers under their respective investment agreements by 50% of their committed amounts, all of which is included in the adjustment to stockholders' equity.

(b)

Reflects consolidated cash and cash equivalents at March 31, 2010 (rounded) for Existing GGP as reported in the historical consolidated financial statements included elsewhere in this prospectus. We believe that we will have approximately $   million of additional cash on hand available for Plan uses as of the Effective Date. Any increase in the amount of cash and cash equivalent as of the Effective Date from the amount of March 31, 2010 would result in a corresponding increase in Net change in Funds.

(c)

Pursuant to the Plan, holders of the GGPLP exchangeable notes and certain series of the Rouse notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in cash in satisfaction of such GGPLP exchangeable notes and Rouse notes or to have such GGPLP exchangeable notes and Rouse notes reinstated. The table above assumes that all of the GGPLP exchangeable notes and Rouse notes will be paid in cash other than those held by the Plan Sponsors, which will be converted into New GGP common stock in accordance with the Investment Agreements. In the event that holders of the GGPLP exchangeable notes and Rouse notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes and up to $1.345 billion of the Rouse notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes and Rouse notes, respectively, not held by the Plan Sponsors. We currently expect to reduce the amount of the new $1.5 billion secured term loan by the amount of such reinstated indebtedness. To the extent that the amount of reinstated debt exceeds $1.5 billion, our pro forma total debt and pro forma cash and cash equivalents would increase to the extent of any such excess.

        (2)   Pursuant to the Plan, the balances of mortgages, notes and loans payable and accounts payable and accrued expenses, all not subject to compromise, increase as the similar categories of liabilities subject to compromise are deemed satisfied, paid or reinstated.

Acquisition Method of Accounting Adjustments:

        (1)   Reflects an acquisition method of accounting adjustment of the respective asset or liability to fair value. Land has an indefinite useful life and is not depreciated. Buildings and equipment generally have a useful life of 15 to 45 years.

12

        (2)   Buildings and equipment includes the in-place value of tenant leases. In-place tenant leases are amortized over periods that approximate the related lease terms.

        (3)   Depreciable assets were marked to fair value. These fair values reflect that Existing GGP's previously existing accumulated depreciation balance is marked to $0. The remaining developments in progress at Existing GGP properties that are not distributed to Spinco have been reflected at historical cost as the increase in property value inherent in such projects, reflecting estimated costs to complete and estimated incremental cash flow from such projects, has been combined with the fair value of the underlying property.

        (4)   Reflects acquisition method of accounting adjustments that reflect tangible and identified intangible assets and liabilities at fair value. The intangible assets we have recognized pursuant to the acquisition method of accounting consist of above and below market leases where we are either the lessor (generally, leases to our retail and other tenants) or lessee (generally, where we own real estate subject to a ground lease), a real estate tax stabilization agreement (an agreement with a local municipality with respect to future real estate tax obligations) and certain other contractual arrangements. The adjustments are depreciated or amortized over the estimated useful life or contractual term of the underlying asset or liability (generally ranging from 3 to 11 years for tenant leases and up to 85 years for ground leases). Intangible assets recorded as a result of the acquisition method of accounting have been reflected as a component of prepaid and other assets while intangible liabilities are reported within accounts payable and accrued expenses. The value of tenant relationships has been considered in the re-leasing assumptions made in reflecting the value of in-place leases.

        (5)   Existing GGP accounts for its Unconsolidated Real Estate Affiliates under the equity method. Equity method investments in the joint ventures underlying the Investment in and loans to/from Unconsolidated Real Estate Affiliates are also subject to acquisition method of accounting adjustments whereby the accounting basis in the assets and liabilities of the unconsolidated joint ventures are recorded at fair value, and accumulated depreciation of such assets are recorded at $0. Adjustments to Investment in and loans to/from Unconsolidated Real Estate Affiliates were also made to reflect the specific asset disposition and venture liquidation provisions of the joint venture agreements if our ultimate liquidation proceeds pursuant to the joint venture agreements would not be equal to our ratable share of a deemed liquidation of the joint venture at fair value. Investments in Unconsolidated Real Estate Affiliates reflected as a liability have been set to fair value, in all cases an asset amount as such liabilities were previously a function of the equity method of accounting where distributions have exceeded our capital investments, adjusted by our share of earnings, from such joint ventures.

        (6)   Goodwill is reflected at $0 due to the fact that the Existing GGP's fair value has been allocated to all of its tangible and identifiable intangible assets and liabilities.

        (7)   Existing GGP's deferred expenses consisted principally of financing fees and leasing costs and commissions. These deferred expenses were fair valued at $0 because Existing GGP reflects the future benefit of these finance fees and leasing costs in the estimated fair values of Mortgage, notes and loans payable and Investments in real estate, respectively.

        (8)   Elements of Existing GGP's working capital have been reflected at current carrying amounts as such short-term items are assumed to be settled in cash within 12 months at such values.

        (9)   Existing GGP's deferred tax assets (reflected in prepaid and other assets) and liabilities have been re-measured utilizing the adjusted pro forma carrying amounts of New GGP's assets and liabilities and the current taxable and non-taxable entities to be held by New GGP after the distribution of the Spinco assets and liabilities.

        (10) The acquisition method of accounting provides that Existing GGP's debt be fair valued using contractual cash flows and current estimated market interest rates, including the rates for the mortgages, notes and loans payable as modified, extended and approved by the previously confirmed

13

plans of reorganization of Existing GGP's subsidiaries or as specified in the Plan. The resulting discount or premium is a non-cash item which will be amortized or accreted over the remaining loan term on the effective yield method and reflected as a component of pro forma interest expense as described below.

        (11) Redeemable noncontrolling interests are carried at fair value as of March 31, 2010 in the historical consolidated financial statements as provided by GAAP. As such interests are reinstated by the Plan, no adjustment for the acquisition method of accounting is required for these noncontrolling interests. Treasury stock has been reduced to $0 as Existing GGP stock is cancelled per the Plan and only current stockholders of Existing GGP are issued New GGP stock. Noncontrolling interests in our consolidated real estate affiliates reflect the increase in the value of the consolidated venture's net assets attributable to such noncontrolling joint venture partners.

        (12) The acquisition method of accounting yields numerous adjustments to assets and liabilities as described above. The net effect of such adjustments is presented as an increase in common stockholders' equity, including the reflection of the acquisition of Existing GGP stockholder common stock with New GGP, Inc. common stock valued at $          per share.

14

Existing GGP

Notes to Pro Forma Condensed Consolidated Statements of Operations

Distribution of Spinco:

        Reflects the revenues and expenses transferred to Spinco pursuant to the Plan. In particular, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Spinco," the assets and liabilities to be transferred to Spinco pursuant to a tax-free exchange, are expected to consist of all of Existing GGP's master-planned communities, nine mixed-use development opportunities, four potential mall development projects, seven redevelopment properties and other miscellaneous real estate interests. Spinco will be capitalized with $250 million of initial equity from either the Plan Sponsors pursuant to their investment agreements or other equity sources and Existing GGP equity owners are expected to own a majority equity interest in Spinco as of the Effective Date. Intercompany balances and transactions between entities to be owned by New GGP and Spinco after the Effective Date that were previously eliminated within the historical financial statements of Existing GGP, to the extent not specifically addressed by the provisions of the Plan, have been restored. The pro forma adjustments do not reflect the incremental costs that Spinco will incur as a stand-alone public company or the costs associated with the transition services agreement that Existing GGP expects to enter into with Spinco on behalf of New GGP on or prior to the Effective Date.

Offering Adjustments:

        Reflects the earnings per share effect of approximately             shares of common stock issued upon exchange of the notes offered by this prospectus, which assumes an exchange rate of $    per share.

Plan Adjustments:

        (1)   Expenses for strategic initiatives and all reorganization items have been reversed as the Plan is assumed to be effective and all Existing GGP Debtors are deemed to have emerged from bankruptcy as of the first day of the periods presented and, accordingly, such expenses or items would not be incurred.

        (2)   Reflects the reduction in interest expense due to the repayment or replacement of certain of Existing GGP's debt as provided by the Plan. Pursuant to the Plan, holders of the GGPLP exchangeable notes and certain series of the Rouse notes will have the option to either elect to receive the payment of par plus accrued and unpaid interest in cash in satisfaction of such GGPLP exchangeable notes and Rouse notes or to have such GGPLP exchangeable notes reinstated. For purposes of our pro forma financial information, we have assumed that all of the GGPLP exchangeable notes and such series of Rouse notes will be paid in cash. In the event that holders of the GGPLP exchangeable notes elect reinstatement rather than cash payment, up to $526.0 million of GGPLP exchangeable notes may remain outstanding, which reflects the amount of GGPLP exchangeable notes not held by the Plan Sponsors. In the event that holders of such series of Rouse notes elect reinstatement rather than cash payment, up to $1.345 billion of Rouse notes may remain outstanding, which reflects the amount of Rouse notes not held by the Plan Sponsors. For every $1.0 million of GGPLP exchangeable notes that are reinstated, our pro forma interest expense would increase by $                        and $                        for the year ended December 31, 2009 and the three months ended March 31, 2010, respectively. For every $1.0 million of Rouse notes that are reinstated, our pro forma interest expense would increase by $            and $            for the year ended December 31, 2009 and the three months ended March 31, 2010, respectively.

        (3)   Reflects the earnings per share effect of approximately             shares of common stock issued to the Plan Sponsors pursuant to the Plan.

15

Acquisition Method of Accounting Adjustments:

        (1)   Minimum rent receipts are recognized on a straight-line basis over periods that reflect the related lease terms. Minimum rent revenues also include accretion and amortization related to above and below-market portions of tenant leases. Real estate taxes and other property operating costs have been adjusted to reflect acquisition method of accounting intangible assets and liabilities for ground leases where Existing GGP is the lessee and for certain other contractual arrangements. Acquisition accounting adjustments made to these elements of revenue and expense reflect adjusted amortization due to the revaluation of the above described intangibles and, as compared to Existing GGP, the shortened periods over which such items are recognized.

        (2)   Adjusts depreciation and amortization expense related to the adjustments of estimated useful lives and contractual terms as well as the fair valuation of the underlying assets and liabilities, resulting in changes to the rate and amount of depreciation and amortization.

        (3)   Reflects a non-cash adjustment to interest expense due to the fair valuing of debt and deferred expenses and other amounts in historical interest expense as a result of the acquisition method of accounting. Mortgages, notes and loans payable have been fair valued using contractual cash flows as current estimate interest rates, including such debt as modified, extended and approved by the respective plans of reorganization of Existing GGP's subsidiaries or as specified in the Plan. The resulting discounts or premiums (which are non-cash items) have been amortized or accreted over the remaining loan term on the effective yield method and reported as a component of interest expense. A 0.25% increase or decrease in the effective interest rate used above would increase or decrease the pro forma interest expense by $            for the year ended December 31, 2009 and $            for the three months ended March 31, 2010.

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Exhibit 99.1

Summary Historical and Pro Forma Consolidated Financial Information
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Existing GGP Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010
Existing GGP Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2009
Existing GGP Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2010
Existing GGP Notes to Pro Forma Condensed Consolidated Balance Sheet
Existing GGP Notes to Pro Forma Condensed Consolidated Statements of Operations

EX-99.2

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Exhibit 99.2

GENERAL GROWTH PROPERTIES FILES REGISTRATION STATEMENT FOR MANDATORILY EXCHANGEABLE NOTES

CHICAGO, Illinois—July 15, 2010—General Growth Properties, Inc. (NYSE: GGP) today announced that its subsidiary, New GGP, Inc. (the "Issuer"), has filed a registration statement on Form S-11 with the Securities and Exchange Commission relating to a proposed offering of up to $2.15 billion aggregate principal amount of mandatorily exchangeable notes. The notes will be exchangeable for shares of the Issuer's common stock, subject to certain conditions, including the consummation of GGP's proposed plan of reorganization, which was filed on July 13, 2010 with the United States Bankruptcy Court for the Southern District of New York. Proceeds of the offering, which is subject to Bankruptcy Court approval, would be used to replace a portion of the previously announced commitments to fund GGP's plan of reorganization from affiliates of The Fairholme Fund, Pershing Square Capital Management and Teacher Retirement System of Texas.

This offering 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.

About GGP

GGP currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 43 states, as well as ownership in planned community developments and commercial office buildings. GGP's portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. GGP's common stock is traded on the New York Stock Exchange under the symbol GGP.

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CONTACT: David Keating, Corporate Communications, (312) 960-6325, david.keating@ggp.com

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Exhibit 99.2