##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 10-K/A
 Amendment No. 1
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission
    File Number 1-11656
 GENERAL GROWTH PROPERTIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

42-1283895(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   110 N. Wacker Dr.,
    Chicago, IL

60606(Address of principal executive
    offices)

(Zip Code)   (312)
    960-5000
    (Registrants telephone number, including area code)
    Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange   Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o

Smaller reporting
    Company o(Do
    not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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Form 10-K 10-K) 10-K. F-21 F-31, S-X Rule 3-09. 10-K Rule 12b-15 10-K
  10-K. 10-K 10-K
  PART II
  Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements and Financial Statement
    Schedules.
    Exhibits.
  page S-1.
  Separate financial statements.




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##### Table of Contents



SIGNATURES
    General Growth
    Properties, Inc.
   By:
    /s/  Bernard
    Freibaum   Executive Vice President and
 Chief Financial Officer




---



##### 



GENERAL
    GROWTH PROPERTIES, INC.
 INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND
    CONSOLIDATED FINANCIAL STATEMENT SCHEDULE  Form 10-K:
   
 PageNumberConsolidated Financial StatementsReports of Independent Registered Public Accounting Firms:General Growth Properties, Inc.


F-2GGP/Homart, Inc.


F-3GGP/Homart II L.L.C.


F-4GGP-TRS L.L.C.


F-5Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-6Consolidated Statements of Income and
    Comprehensive Income for the years ended December 31, 2007,
    2006 and 2005


F-7Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2007, 2006 and
    2005


F-8Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


F-9Notes to Consolidated Financial Statements:Note 1


Organization


F-10Note 2


Summary of Significant Accounting Policies


F-11Note 3


Acquisitions and Intangibles


F-19Note 4


Discontinued Operations and Gains (Losses) on
    Dispositions of Interests in Operating Properties


F-21Note 5


Unconsolidated Real Estate Affiliates


F-22Note 6


Mortgages, Notes and Loans Payable


F-35Note 7


Income Taxes


F-38Note 8


Rentals under Operating Leases


F-42Note 9


Transactions with Affiliates


F-42Note 10


Stock-Based Compensation Plans


F-42Note 11


Other Assets and Liabilities


F-47Note 12


Minority Interests


F-48Note 13


Accumulated Other Comprehensive Income


F-50Note 14


Commitments and Contingencies


F-50Note 15


Recently Issued Accounting Pronouncements


F-52Note 16


Segments


F-53Note 17


Pro Forma Financial Information


F-58Note 18


Quarterly Financial Information (Unaudited)


F-59Consolidated Financial Statement ScheduleReport of Independent Registered Public
    Accounting Firm


F-61Schedule III  Real Estate and
    Accumulated Depreciation


F-62Consent of Deloitte & Touche LLPConsent of KPMG LLP302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer     F-1




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty in Income Taxes
  Internal Control  Integrated Framework
        F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               F-3




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               F-4




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               F-5




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 CONSOLIDATED
    BALANCE SHEETS  December 31,2007


2006(Dollars in thousands)AssetsInvestment in real estate:Land

$
3,310,634


$
2,952,477Buildings and equipment


22,653,814



19,379,386Less accumulated depreciation


(3,605,199
)


(2,766,871
)Developments in progress


987,936



673,900Net property and equipment


23,347,185



20,238,892Investment in and loans to/from Unconsolidated Real Estate
    Affiliates


1,857,330



1,499,036Investment land and land held for development and sale


1,639,372



1,655,838Net investment in real estate


26,843,887



23,393,766Cash and cash equivalents


99,534



97,139Accounts and notes receivable, net


388,278



338,709Goodwill


385,683



371,674Deferred expenses, net


290,660



252,190Prepaid expenses and other assets


806,277



787,967Total assets

$
28,814,319


$
25,241,445Liabilities and Stockholders EquityMortgages, notes and loans payable

$
24,282,139


$
20,521,967Investment in and loans to/from Unconsolidated Real Estate
    Affiliates


53,964



172,421Deferred tax liabilities


860,435



1,302,205Accounts payable and accrued expenses


1,688,241



1,050,192Total liabilities


26,884,779



23,046,785Minority interests:Preferred


121,482



182,828Common


351,362



347,753Total minority interests


472,844



530,581Commitments and Contingencies






Preferred Stock: $100 par value; 5,000,000 shares
    authorized; none issued and outstanding






Stockholders Equity:Common stock: $.01 par value; 875,000,000 shares
    authorized, 245,704,746 and 242,357,416 shares issued as of
    December 31, 2007 and 2006, respectively


2,457



2,424Additional paid-in capital


2,601,296



2,533,898Retained earnings (accumulated deficit)


(1,087,080
)


(868,391
)Accumulated other comprehensive income


35,658



9,582Less common stock in treasury, at cost, 1,806,650 and
    290,787 shares  as of December 31, 2007 and 2006,
    respectively


(95,635
)


(13,434
)Total stockholders equity


1,456,696



1,664,079Total liabilities and stockholders equity

$
28,814,319


$
25,241,445    F-6




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 CONSOLIDATED
    STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  Years Ended December 31,2007


2006


2005(Dollars in thousands, except for per share amounts)Revenues:Minimum rents

$
1,933,674


$
1,753,508


$
1,670,387Tenant recoveries


859,801



773,034



754,836Overage rents


89,016



75,945



69,628Land sales


145,649



423,183



385,205Management and other fees


106,584



115,798



91,022Other


127,077



114,815



101,626Total revenues


3,261,801



3,256,283



3,072,704Expenses:Real estate taxes


246,484



218,549



206,193Repairs and maintenance


216,536



199,078



195,292Marketing


54,664



48,626



63,522Other property operating costs


421,228



373,020



390,051Land sales operations


244,308



316,453



311,815Provision for doubtful accounts


5,426



22,078



13,868Property management and other costs


198,610



181,033



144,526General and administrative


37,005



18,800



15,539Litigation provision


89,225







Depreciation and amortization


670,454



690,194



672,914Total expenses


2,183,940



2,067,831



2,013,720Operating income


1,077,861



1,188,452



1,058,984Interest income


8,641



11,585



10,416Interest expense


(1,174,097
)


(1,117,437
)


(1,031,241
)Income (loss) before income taxes, minority interest and equity
    in income of Unconsolidated Real Estate Affiliates


(87,595
)


82,600



38,159Benefit from (provision for) income taxes


294,160



(98,984
)


(51,289
)Minority interest


(77,012
)


(37,761
)


(43,989
)Equity in income of Unconsolidated Real Estate Affiliates


158,401



114,241



120,986Income from continuing operations


287,954



60,096



63,867Discontinued operations, net of minority interests:Income from operations










6,568Gain (loss) on dispositions






(823
)


5,118Income (loss) from discontinued operations






(823
)


11,686Net income

$
287,954


$
59,273


$
75,553Basic Earnings Per ShareContinuing operations

$
1.18


$
0.25


$
0.27Discontinued operations










0.05Total basic earnings per share

$
1.18


$
0.25


$
0.32Diluted Earnings Per ShareContinuing operations

$
1.18


$
0.24


$
0.27Discontinued operations










0.05Total diluted earnings per share

$
1.18


$
0.24


$
0.32Comprehensive Income, Net:Net income

$
287,954


$
59,273


$
75,553Other comprehensive income, net of minority interest:Net unrealized gains (losses) on financial instruments


(2,295
)


(3,316
)


9,554Accrued pension adjustment


243



(2
)


(374
)Foreign currency translation


28,131



2,728



4,920Unrealized gains (losses) on available-for-sale securities


(3
)


(282
)


39Total other comprehensive income (loss), net of minority interest


26,076



(872
)


14,139Comprehensive income, net

$
314,030


$
58,401


$
89,692    F-7




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##### Table of Contents





GENERAL
    GROWTH PROPERTIES, INC.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  NotesRetained


Receivable-


AccumulatedAdditional


Earnings


Common


Other





TotalCommon


Paid-In


(Accumulated


Stock


Comprehensive


Treasury


StockholdersStock


Capital


Deficit)


Purchase


Income (Loss)


Stock


Equity(Dollars in thousands)Balance, January 1, 2005

$
2,347


$
2,377,177


$
(227,511
)

$
(5,178
)

$
(3,685
)

$



$
2,143,150Net income










75,553















75,553Cash distributions declared ($1.49 per share)










(353,665
)














(353,665
)Conversion of operating partnership units to common stock
    (2,470,368 common shares)


25



23,907



















23,932Conversion of convertible preferred units to common stock
    (729,890 common shares)


7



14,330



















14,337Issuance of common stock, net of employee stock option
    loan/repayments (1,322,720 common shares) (545,204 treasury
    shares)


13



40,135



(7,892
)


5,178







24,522



61,956Tax benefit from stock option exercises






3,328



















3,328Shares issued pursuant to CSA (551,985 common shares) (1,000,400
    treasury shares)


6



19,393



(5,040
)










44,696



59,055Restricted stock grant, net of compensation expense (66,000
    common shares)


1



3,116



















3,117Purchase of treasury stock (2,214,000 treasury shares)






















(99,580
)


(99,580
)Other comprehensive income


















14,139







14,139Adjustment for minority interest in operating partnership






(12,404
)


















(12,404
)Balance, December 31, 2005

$
2,399


$
2,468,982


$
(518,555
)

$



$
10,454


$
(30,362
)


1,932,918Net income










59,273















59,273Cash distributions declared ($1.68 per share)










(403,831
)














(403,831
)Conversion of operating partnership units to common stock
    (808,173 common shares)


8



5,784



















5,792Conversion of convertible preferred units to common stock
    (526,464 common shares)


5



10,021



















10,026Issuance of common stock (971,238 common shares) (563,185
    treasury shares)


10



34,333



(5,278
)










26,018



55,083Tax benefit from stock option exercises






267



















267Shares issued pursuant to CSA (87,495 common shares) (1,727,524
    treasury shares)


1



4,895















76,835



81,731Restricted stock grant, net of compensation expense (99,000
    common shares)


1



2,807



















2,808Purchase of treasury stock (1,913,100 treasury shares)






















(85,925
)


(85,925
)Other comprehensive income


















(872
)






(872
)Adjustment for minority interest in operating partnership






6,809



















6,809Balance, December 31, 2006

$
2,424


$
2,533,898


$
(868,391
)

$



$
9,582


$
(13,434
)

$
1,664,079Cumulative effect of adoption of FIN 48










(54,128
)














(54,128
)Adjusted balance, January 1, 2007

$
2,424


$
2,533,898


$
(922,519
)

$



$
9,582


$
(13,434
)

$
1,609,951Net income










287,954















287,954Cash distributions declared ($1.85 per share)










(450,854
)














(450,854
)Conversion of operating partnership units to common stock
    (1,086,961 common shares)


11



7,684



















7,695Conversion of convertible preferred units to common stock
    (29,269 common shares)






488



















488Issuance of common stock (1,582,968 common shares) (144,068
    treasury shares)


15



64,022



(1,661
)










6,657



69,033Tax benefit from stock option exercises






3,531



















3,531Shares issued pursuant to CSA (551,632 common shares) (146,969
    treasury shares)


6



29,875















6,790



36,671Restricted stock grant, net of compensation expense (96,500
    common shares)


1



2,695



















2,696Purchase of treasury stock (1,806,900 treasury shares)






















(95,648
)


(95,648
)Other comprehensive income


















26,076







26,076Adjustment for minority interest in operating partnership






(40,897
)


















(40,897
)Balance, December 31, 2007

$
2,457


$
2,601,296


$
(1,087,080
)

$



$
35,658


$
(95,635
)

$
1,456,696    F-8




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##### Table of Contents





GENERAL
    GROWTH PROPERTIES, INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2007


2006


2005(In thousands)Cash Flows from Operating Activities:Net income

$
287,954


$
59,273


$
75,553Adjustments to reconcile net income to net cash provided by
    operating activities:Minority interests


77,012



37,761



45,488Equity in income of Unconsolidated Real Estate Affiliates


(158,401
)


(114,241
)


(120,986
)Provision for doubtful accounts


5,426



22,078



13,876Distributions received from Unconsolidated Real Estate Affiliates


124,481



111,864



119,602Depreciation


635,873



663,523



657,358Amortization


34,581



26,671



21,037Amortization of debt market rate adjustment and other non-cash
    interest expense


(11,073
)


(13,570
)


(32,672
)Participation expense pursuant to Contingent Stock Agreement


31,884



110,740



106,285Land/residential development and acquisitions expenditures


(243,323
)


(200,367
)


(170,026
)Cost of land sales


48,794



175,184



181,301Impairment of investment land and land held for development and
    sale


127,600







Deferred income taxes including tax restructuring benefit


(368,136
)


58,252



28,596Straight-line rent amortization


(24,334
)


(34,176
)


(33,994
)Amortization of intangibles other than in-place leases


(20,945
)


(41,668
)


(29,254
)Net changes:Accounts and notes receivable


(21,868
)


(23,091
)


(51,131
)Prepaid expenses and other assets


53,819



28,165



(69,379
)Deferred expenses


(37,878
)


(46,741
)


(73,048
)Accounts payable and accrued expenses


135,980



(30,733
)


122,208Other, including insurance recoveries, net


29,970



27,427



51,164Net cash provided by operating activities


707,416



816,351



841,978Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(1,495,334
)


(699,403
)


(497,977
)Proceeds from sales of investment properties


3,252



23,117



143,543Increase in investments in Unconsolidated Real Estate Affiliates


(441,438
)


(285,747
)


(195,642
)Distributions received from Unconsolidated Real Estate
    Affiliates in excess of income


303,265



627,869



260,639Loans (to) from Unconsolidated Real Estate Affiliates, net


(161,892
)


67,821



126,500(Increase) decrease in restricted cash


(11,590
)


12,017



(22,950
)Other, including insurance recoveries, net


22,805



43,926



31,690Net cash used in investing activities


(1,780,932
)


(210,400
)


(154,197
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable


4,456,863



9,366,183



3,907,254Principal payments on mortgages, notes and loans payable


(2,692,907
)


(9,383,378
)


(3,791,978
)Deferred financing costs


(28,422
)


(38,916
)


(6,984
)Cash distributions paid to common stockholders


(450,854
)


(403,831
)


(353,665
)Cash distributions paid to holders of Common Units


(96,978
)


(88,992
)


(80,885
)Cash distributions paid to holders of perpetual and convertible
    preferred units


(13,873
)


(17,546
)


(27,329
)Proceeds from issuance of common stock, including from common
    stock plans


60,625



49,267



45,208Redemption of preferred minority interests


(60,000
)






(183,000
)Purchase of treasury stock


(95,648
)


(85,925
)


(98,939
)Other, net


(2,895
)


(8,465
)


(34,253
)Net cash provided by (used in) financing activities


1,075,911



(611,603
)


(624,571
)Net change in cash and cash equivalents


2,395



(5,652
)


63,210Cash and cash equivalents at beginning of period


97,139



102,791



39,581Cash and cash equivalents at end of period

$
99,534


$
97,139


$
102,791Supplemental Disclosure of Cash Flow Information:Interest paid

$
1,272,823


$
1,170,929


$
1,074,874Interest capitalized


86,606



58,019



54,260Taxes paid


96,133



34,743



8,170Non-Cash Investing and Financing Activities:Common stock issued in exchange for Operating Partnership Units

$
7,695


$
5,792


$
23,932Common stock issued in exchange for convertible preferred units


488



10,026



14,337Common stock issued pursuant to Contingent Stock Agreement


36,671



81,731



59,055Acquisition of joint venture partner share of GGP/Homart Inc. in
    2007, GGP Ivanhoe IV, Inc. in 2006, and disposition of certain
    properties in 2005, respectively:Total assets


3,331,032



169,415



(134,166
)Total liabilities


2,381,942



169,415



(125,925
)    F-9




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1
    Organization  General
      82
%

GGP, as sole general partner16


Limited partners that indirectly include family members of the
    original stockholders of the Company. Represented by common
    units of limited partnership interest (the Common
    Units)2


Limited partners that include subsequent contributors of
    properties to the Operating Partnership which are also
    represented by Common Units.100
%       
    GGPLP L.L.C., a Delaware limited liability company (the
    LLC), has ownership interests in the majority of our
    Consolidated Properties (as defined below) (other than those
    acquired in The Rouse Company merger (the TRC
    Merger).
    The Rouse Company LP (TRCLP), successor to The Rouse
    Company (TRC), which includes both REIT and taxable
    REIT subsidiaries (TRSs), has ownership interests in
    Consolidated Properties and Unconsolidated Properties (each as
    defined below).
    General Growth Management, Inc. (GGMI), a TRS,
    manages, leases, and performs various other services for most of
    our Unconsolidated Real Estate Affiliates (as defined below) and
    approximately 30 properties owned by unaffiliated third parties.
    Effective July 1, 2006, GGMI also performs tenant related
    marketing and strategic partnership services at all of our
    Consolidated Properties.    Shareholder
    Rights Plan
   F-10




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 2
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Properties
          YearsBuildings and improvements


40-45Equipment, tenant improvements and fixtures


5-10  F-11




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Impairment
          Acquisitions
    of Operating Properties
      lease-up
   F-12




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Investments
    in Unconsolidated Real Estate Affiliates
        Cash
    and Cash Equivalents
    Investments
    in Marketable Securities
    2007

2006

2005(In thousands)Proceeds from sales of available-for-sale securities

$
3,720


$
4,982


$
27,740Gross realized gains on available-for-sale securities


643



578



3,416  F-13




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Leases
    Deferred
    Expenses
    Minority
    Interests  Common (Note 12)
    Treasury
    Stock
    Revenue
    Recognition and Related Matters
       F-14




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            Income
    Taxes (Note 7)
     F-15




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Earnings
    Per Share (EPS)
        Years Ended December 31,2007


2006


2005Basic


Diluted


Basic


Diluted


Basic


Diluted(In thousands)Numerators:Income from continuing operations

$
287,954


$
287,954


$
60,096


$
60,096


$
63,867


$
63,867Discontinued operations, net of minority interests










(823
)


(823
)


11,686



11,686Net income available to common stockholders

$
287,954


$
287,954


$
59,273


$
59,273


$
75,553


$
75,553Denominators:Weighted average number of common shares outstanding 
    basic


243,992



243,992



241,222



241,222



237,673



237,673Effect of dilutive securities  stock options






546







832







796Weighted average number of common shares outstanding 
    diluted


243,992



244,538



241,222



242,054



237,673



238,469   Derivative
    Financial Instruments
   F-16




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  and/or
            Fair
    Value of Financial Instruments
    2007


2006Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair Value(In millions)Fixed-rate debt

$
20,840


$
20,596


$
17,018


$
16,854Variable-rate debt


3,442



3,361



3,504



3,518$
24,282


$
23,957


$
20,522


$
20,372   Stock 
    Based Compensation Expense
   F-17




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          Foreign
    Currency Translation
    Use of
    Estimates
   F-18




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Reclassifications
    and Corrections
    Note 3
    Acquisitions
    and Intangibles  GGP/Homart
    I Acquisition
  50 50
      (In thousands)Cash paid

$
949,090Debt assumed


1,055,057Acquisition and other costs, including deferred purchase price
    obligation


254,677Total purchase price

$
2,258,824    F-19




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    (In thousands)AssetsLand






250,194Buildings and equipment






1,660,372In-place lease value






44,309Developments in progress






8,477Investment in and loans to/from Unconsolidated Real Estate
    Affiliates






137,973Cash






11,240Tenant accounts receivable






5,156Prepaid expenses and other assets:Above-market tenant leases


43,782Other


178,021Total Prepaid expenses and other assets






221,803Total Assets






2,339,524LiabilitiesCurrent liabilities






31,396Debt mark-to-market adjustments






(12,883
)Below-market tenant leases






62,188Total Liabilities






80,701Total Net Assets Acquired





$
2,258,824  F-20




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Intangible
    Assets and Liabilities
    AccumulatedGross Asset


(Amortization)/(Liability)


Accretion


Net Carrying Amount(In thousands)As of December 31, 2007Tenant leases:In-place value

$
679,329


$
(361,172
)

$
318,157Above-market


148,057



(72,772
)


75,285Below-market


(324,088
)


196,447



(127,641
)Ground leases:Above-market


(16,968
)


1,479



(15,489
)Below-market


293,435



(19,590
)


273,845Real estate tax stabilization agreement


91,879



(12,425
)


79,454As of December 31, 2006Tenant leases:In-place value

$
667,492


$
(314,270
)

$
353,222Above-market


107,157



(53,176
)


53,981Below-market


(294,052
)


176,089



(117,963
)Ground leases:Above-market


(16,968
)


1,007



(15,961
)Below-market


293,435



(12,919
)


280,516Real estate tax stabilization agreement


91,879



(8,501
)


83,378           Note 4
    Discontinued
    Operations and Gains (Losses) on Dispositions of Interests in
    Operating Properties   F-21




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Note 5
    Unconsolidated
    Real Estate Affiliates        Condensed
    Combined Financial Information of Unconsolidated Real Estate
    Affiliates
    F-22




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  December 31,


December 31,2007


2006(In thousands)Condensed Combined Balance Sheets  Unconsolidated
    Real Estate AffiliatesAssets:Land

$
917,244


$
988,018Buildings and equipment


7,136,053



8,158,030Less accumulated depreciation


(1,361,649
)


(1,590,812
)Developments in progress


645,156



551,464Net property and equipment


7,336,804



8,106,700Investment in unconsolidated joint ventures






45,863Investment land and land held for development and sale


287,962



290,273Net investment in real estate


7,624,766



8,442,836Cash and cash equivalents


224,048



180,203Accounts and notes receivable, net


133,747



165,049Deferred expenses, net


166,201



155,051Prepaid expenses and other assets


445,113



470,885Total assets

$
8,593,875


$
9,414,024Liabilities and Owners Equity:Mortgages, notes and loans payable

$
6,215,426


$
7,752,889Accounts payable and accrued expenses


715,519



558,974Owners equity


1,662,930



1,102,161Total liabilities and owners equity

$
8,593,875


$
9,414,024Investment In and Loans To/From Unconsolidated Real Estate
    Affiliates, NetOwners equity

$
1,662,930


$
1,102,161Less joint venture partners equity


(853,459
)


(600,412
)Capital or basis differences and loans


993,895



824,866Investment in and loans to/from
    Unconsolidated Real Estate Affiliates, net

$
1,803,366


$
1,326,615Reconciliation  Investment In and Loans To/From
    Unconsolidated Real Estate AffiliatesAsset  Investment in and loans to/from
    Unconsolidated Real Estate Affiliates

$
1,857,330


$
1,499,036Liability  Investment in and loans to/from
    Unconsolidated Real Estate Affiliates


(53,964
)


(172,421
)Investment in and loans to/from
    Unconsolidated Real Estate Affiliates, net

$
1,803,366


$
1,326,615  F-23




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Years Ended December 31,2007


2006


2005(In thousands)Condensed Combined Statements of Income 
    Unconsolidated Real Estate AffiliatesRevenues:Minimum rents

$
829,356


$
864,368


$
795,185Tenant recoveries


358,941



378,413



365,325Overage rents


25,314



31,889



28,592Land sales


161,938



162,790



158,181Management and other fees


41,538



15,712



Other


156,822



164,019



126,069Total revenues


1,573,909



1,617,191



1,473,352Expenses:Real estate taxes


104,523



119,426



112,225Repairs and maintenance


84,840



88,243



87,816Marketing


25,275



26,485



29,561Other property operating costs


293,568



311,267



239,194Land sales operations


91,539



103,519



89,561Provision for doubtful accounts


4,185



1,494



10,182Property management and other costs


94,268



77,290



59,548General and administrative


19,013



7,947



2,684Litigation provision


89,225







Depreciation and amortization


259,015



269,327



257,153Total expenses


1,065,451



1,004,998



887,924Operating income


508,458



612,193



585,428Interest income


26,334



30,498



14,432Interest expense


(355,917
)


(361,114
)


(304,368
)Provision for income taxes


(9,263
)


(1,274
)


(1,157
)Minority interest


(163
)


(588
)


Equity in income of unconsolidated joint ventures


3,389



6,509



5,384Income from continuing operations


172,838



286,224



299,719Discontinued operations, including gain on dispositions


106,016



18,115



438Net income

$
278,854


$
304,339


$
300,157Equity In Income of Unconsolidated Real Estate AffiliatesNet income

$
278,854


$
304,339


$
300,157Joint venture partners share of income


(187,672
)


(160,099
)


(157,756
)Amortization of capital or basis differences


(19,019
)


(22,083
)


(20,844
)Special allocation of litigation provision to GGPLP


89,225







Elimination of Unconsolidated Real Estate Affiliates loan
    interest


(2,987
)


(7,916
)


(571
)Equity in income Unconsolidated Real Estate Affiliates

$
158,401


$
114,241


$
120,986  F-24




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Condensed
    Financial Information of Individually Significant Unconsolidated
    Real Estate Affiliates
    GGP/Homart
    II
    GGP/Homart IIDecember 31,


December 31,2007


2006(In thousands)Assets:Land

$
248,094


$
224,158Buildings and equipment


2,654,780



2,261,123Less accumulated depreciation


(400,078
)


(326,340
)Developments in progress


108,078



286,396Net investment in real estate


2,610,874



2,445,337Cash and cash equivalents


30,851



6,289Accounts receivable, net


40,319



35,506Deferred expenses, net


76,297



58,712Prepaid expenses and other assets


39,032



36,656Total assets

$
2,797,373


$
2,582,500Liabilities and Owners Equity:Mortgages, notes and loans payable

$
2,110,947


$
2,284,763Accounts payable and accrued expenses


237,688



146,781Owners equity


448,738



150,956Total liabilities and owners equity

$
2,797,373


$
2,582,500   F-25




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Homart IIYears Ended December 31,2007


2006


2005(In thousands)Revenues:Minimum rents

$
230,420


$
205,835


$
194,938Tenant recoveries


103,265



94,298



92,862Overage rents


7,008



5,935



6,432Other


10,028



9,057



8,543Total revenues


350,721



315,125



302,775Expenses:Real estate taxes


29,615



29,883



27,132Repairs and maintenance


23,100



19,362



19,671Marketing


8,332



7,583



8,726Other property operating costs


41,099



37,776



29,490Provision for (recovery of) doubtful accounts


1,315



(47
)


3,125Property management and other costs


22,279



19,469



17,468General and administrative


11,777



7,137



2,005Litigation provision


89,225







Depreciation and amortization


81,241



66,024



61,923Total expenses


307,983



187,187



169,540Operating income


42,738



127,938



133,235Interest income


7,871



8,840



7,358Interest expense


(109,209
)


(91,240
)


(77,285
)Income allocated to minority interests


(26
)






(Provision for) benefit from income taxes


(2,202
)


(69
)


64Net income (loss)

$
(60,828
)

$
45,469


$
63,372   F-26




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Homart IIYears Ended December 31,2007


2006


2005(In thousands)Cash Flows from Operating Activities:Net income (loss)

$
(60,828
)

$
45,469


$
63,372Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


81,241



66,024



61,923Amortization of deferred financing costs


460



1,014



3,172Straight-line rent amortization


(4,929
)


(3,824
)


(3,244
)Amortization of intangibles other than in-place leases


(2,306
)


(3,542
)


(3,542
)Net changes:Accounts and notes receivable and other assets, net


3,354



(39
)


5,203Deferred expenses


(22,132
)


(5,773
)


(3,288
)Accounts payable and accrued expenses


111,954



2,527



(7,884
)Other, net


(4,867
)


(2,829
)


1,969Net cash provided by operating activities


101,947



99,027



117,681Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(267,899
)


(351,849
)


(123,261
)Proceeds from sales of investment properties


1,349







Net cash used in investing activities


(266,550
)


(351,849
)


(123,261
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable






810,000



703,000Principal payments on mortgage notes, notes and loans payable


(24,316
)


(341,716
)


(336,334
)Notes (receivable) payable from affiliate


(149,500
)


224,500



(114,393
)Deferred financing costs


(17
)


(892
)


(518
)Contributions (distributions) and receivables from members, net


362,998



(488,320
)


(215,454
)Net cash provided by financing activities


189,165



203,572



36,301Net change in cash and cash equivalents


24,562



(49,250
)


30,721Cash and cash equivalents at the beginning of period


6,289



55,539



24,818Cash and cash equivalents at the end of period

$
30,851


$
6,289


$
55,539Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
122,818


$
99,034


$
74,033Non-Cash Investing and Financing Activities:Accrued capital expenditures included in accounts payable and
    accrued expenses

$
67,497


$
91,380


$
32,391Write-off of fully amortized below-market leases, net


2,306







  F-27




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     F-28




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Teachers
    GGP/TeachersDecember 31,


December 31,2007


2006(In thousands)Assets:Land

$
177,356


$
176,761Buildings and equipment


1,039,444



908,786Less accumulated depreciation


(112,998
)


(89,323
)Developments in progress


65,135



76,991Net investment in real estate


1,168,937



1,073,215Cash and cash equivalents


20,423



19,029Accounts receivable, net


13,055



11,347Deferred expenses, net


21,242



15,280Prepaid expenses and other assets


11,138



13,980Total assets

$
1,234,795


$
1,132,851Liabilities and Owners Equity:Mortgages, notes and loans payable

$
1,029,788


$
933,375Accounts payable and accrued expenses


92,993



88,188Owners equity


112,014



111,288Total liabilities and owners equity

$
1,234,795


$
1,132,851   F-29




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/TeachersYears Ended December 31,2007


2006


2005(In thousands)Revenues:Minimum rents

$
111,810


$
106,422


$
87,014Tenant recoveries


46,370



46,530



40,033Overage rents


4,732



6,003



2,888Other


3,737



2,753



2,378Total revenues


166,649



161,708



132,313Expenses:Real estate taxes


10,817



11,549



11,130Repairs and maintenance


9,073



8,298



7,405Marketing


3,992



3,909



3,610Other property operating costs


19,654



18,783



13,466Provision for doubtful accounts


455



132



440Property management and other costs


9,718



9,166



7,424General and administrative


239



297



213Depreciation and amortization


28,806



26,621



21,385Total expenses


82,754



78,755



65,073Operating income


83,895



82,953



67,240Interest income


702



914



723Interest expense


(47,740
)


(44,262
)


(27,030
)Provision for income taxes


(181
)


(485
)


(747
)Net income

$
36,676


$
39,120


$
40,186   F-30




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/TeachersYears Ended December 31,2007


2006


2005(In thousands)Cash Flows from Operating Activities:Net income

$
36,676


$
39,120


$
40,186Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


28,806



26,621



21,385Amortization of deferred financing costs


1,294



1,468



3,205Straight-line rent amortization


(2,797
)


(1,368
)


(1,415
)Amortization of intangibles other than in-place leases


(17,595
)


(17,777
)


(11,926
)Net changes:Accounts and notes receivable and other assets, net


3,119



(10,509
)


(1,029
)Deferred expenses


(6,668
)


(2,855
)


(5,962
)Accounts payable and accrued expenses


12,278



(2,336
)


3,169Other, including gain on land exchange, net


343



395



994Net cash provided by operating activities


55,456



32,759



48,607Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(112,288
)


(64,590
)


(200,997
)Net cash used in investing activities


(112,288
)


(64,590
)


(200,997
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable


200,000



250,000



598,000Principal payments on mortgage notes, notes and loans payable


(103,587
)


(102,650
)


(278,556
)Deferred financing costs


(2,234
)


(1,861
)


(2,683
)Contributions (distributions) and receivables from members, net


(35,953
)


(112,908
)


(166,651
)Net cash provided by financing activities


58,226



32,581



150,110Net change in cash and cash equivalents


1,394



750



(2,280
)Cash and cash equivalents at the beginning of period


19,029



18,279



20,559Cash and cash equivalents at the end of period

$
20,423


$
19,029


$
18,279Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
51,818


$
44,001


$
23,245Non-Cash Investing and Financing Activities:Accrued capital expenditures included in accounts payable and
    accrued expenses

$
3,227


$
79


$
6Write-off of fully amortized below-market leases, net


2,422







  F-31




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Woodlands
    Land Development
    The Woodlands PartnershipDecember 31,


December 31,2007


2006(In thousands)Assets:Land

$
14,756


$
13,828Buildings and equipment


48,201



91,485Less accumulated depreciation


(10,638
)


(19,271
)Developments in progress


52,515



6,939Investment land and land held for development and sale


287,962



290,273Net investment in real estate


392,796



383,254Cash and cash equivalents


27,359



15,219Deferred expenses, net


2,044



2,782Prepaid expenses and other assets


85,331



97,978Total assets

$
507,530


$
499,233Liabilities and Owners Equity:Mortgages, notes and loans payable

$
286,765


$
321,724Accounts payable and accrued expenses


75,549



58,805Owners equity


145,216



118,704Total liabilities and owners equity

$
507,530


$
499,233   F-32




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  The Woodlands PartnershipYears Ended December 31,2007


2006


2005(In thousands)Revenues:Minimum rents

$
734


$
1,834


$
(9
)Land sales


161,938



161,540



157,581Other


34,750



34,244



31,947Total revenues


197,422



197,618



189,519Expenses:Real estate taxes


131



453



Repairs and maintenance


257



311



Other property operating costs


39,162



32,207



33,083Land sales operations


91,539



102,989



89,313Depreciation and amortization


3,504



5,218



4,659Total expenses


134,593



141,178



127,055Operating income


62,829



56,440



62,464Interest income


676



332



224Interest expense


(9,025
)


(6,434
)


(5,873
)Provision for income taxes


(1,918
)






Income from continuing operations


52,562



50,338



56,815Discontinued operations, including gain on dispositions


94,556



16,547



Net income

$
147,118


$
66,885


$
56,815   F-33




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  The Woodlands PartnershipYears Ended December 31,2007


2006


2005(In thousands)Cash Flows from Operating Activities:Net income

$
147,118


$
66,885


$
56,815Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


3,504



5,218



4,659Land development and acquisitions expenditures


(65,851
)


(103,120
)


(54,425
)Cost of land sales


68,162



71,773



60,413Gain on dispositions


(94,556
)


(16,547
)


Net changes:Prepaid expenses and other assets


12,647



(9,052
)


(18,179
)Deferred expenses


738



(2,782
)


Accounts payable and accrued expenses


16,745



(25,470
)


(5,340
)Net cash provided by (used in) operating activities


88,507



(13,095
)


43,943Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(67,624
)


(4,816
)


(19,222
)Proceeds from dispositions


146,822



43,335



Net cash provided by (used in) investing activities


79,198



38,519



(19,222
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable






39,688



Principal payments on mortgages, notes and loans payable


(34,959
)






(4,770
)Contributions (distributions) and receivables from owners, net


(120,606
)


(49,893
)


(21,863
)Net cash used in financing activities


(155,565
)


(10,205
)


(26,633
)Net change in cash and cash equivalents


12,140



15,219



(1,912
)Cash and cash equivalents at the beginning of period


15,219







1,912Cash and cash equivalents at the end of period

$
27,359


$
15,219


$
Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
8,908


$
6,673


$
5,807  F-34




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 6
    Mortgages,
    Notes and Loans Payable    December 31,


December 31,2007


2006(In thousands)Fixed-rate debt:Commercial mortgage-backed securities

$



$
868,765Other collateralized mortgages, notes and loans payable


16,943,760



13,762,381Corporate and other unsecured term loans


3,895,922



2,386,334Total fixed-rate debt


20,839,682



17,017,480Variable-rate debt:Other collateralized mortgages, notes and loans payable


819,607



388,287Credit facilities


429,150



60,000Corporate and other unsecured term loans


2,193,700



3,056,200Total variable-rate debt


3,442,457



3,504,487Total Mortgages, notes and loans payable

$
24,282,139


$
20,521,967       Exchangeable
    Senior Notes
       F-35




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Commercial
    Mortgage-Backed Securities
      Other
    Collateralized Mortgage Notes and Other Property Debt
    Payable
    Corporate
    and Other Unsecured Term Loans
       F-36




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
            Unsecured
    Term Loans
  Form 10-K.
 F-37




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Interest
    Rate Swaps
    PropertySpecificTotal notional amount (in millions)

$
195.0Average fixed pay rate


4.78
%Average variable receive rate


LIBOR     Letters
    of Credit and Surety Bonds
    Note 7
    Income
    Taxes  sections 856-860
     F-38




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        2007


2006


2005(In thousands)Current

$
73,976


$
40,732


$
22,693Deferred


(368,136
)


58,252



28,596Total

$
(294,160
)

$
98,984


$
51,289     2007


2006


2005(In thousands)Tax at statutory rate on earnings from continuing operations
    before income taxes

$
(2,172
)

$
55,678


$
40,723Increase (decrease) in valuation allowances, net


160



936



(5,114
)State income taxes, net of Federal income tax benefit


2,290



4,608



343Tax at statutory rate on earnings (losses) not subject to
    Federal income taxes and other permanent differences


22,308



37,762



15,337Tax benefit from Private REIT/TRS Restructuring


(320,956
)






FIN 48 tax expense, excluding interest


(2,763
)FIN 48 interest, net of Federal income tax benefit


6,973







(Benefit from) provision for income taxes

$
(294,160
)

$
98,984


$
51,289    F-39




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Amount


Expiration Dates(In thousands)Net operating loss carryforwards  Federal

$
41,472



2008 - 2026Net operating loss carryforwards  State


106,432



2008 - 2026Capital loss carryforwards


9,232



2009Tax credit carryforwards  Federal AMT


847



n/a     2007


2006(In thousands)Total deferred tax assets

$
25,184


$
16,006Valuation allowance


(1,096
)


(936
)Net deferred tax assets


24,088



15,070Total deferred tax liabilities


(860,435
)


(1,302,205
)Net deferred tax liabilities

$
(836,347
)

$
(1,287,135
)         2007


2006(In thousands)Property, primarily differences in depreciation and
    amortization, the tax basis of land assets and treatment of
    interest and certain other costs

$
(796,142
)

$
(1,165,960
)Deferred income


(206,652
)


(291,634
)Interest deduction carryforwards


142,103



142,177Operating loss and tax credit carryforwards


24,345



28,282Net deferred tax liabilities

$
(836,347
)

$
(1,287,135
)      F-40




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      2007(In thousands)Unrecognized tax benefits, opening balance

$
135,062Gross increases  tax positions in prior period


1,970Gross increases  tax positions in current period


10,029Settlements


Lapse of statute of limitations


(19,952
)Unrecognized tax benefits, ending balance

$
127,109      F-41




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2007


2006


2005Ordinary income

$
0.926


$
0.542


$
0.993Return of capital






0.501



0.497Qualified dividends


0.501



0.432



Capital gain distributions


0.423



0.205



Distributions per share

$
1.850


$
1.680


$
1.490   Note 8
    Rentals
    Under Operating Leases    Year

Amount2008

$
1,642,3652009


1,534,4112010


1,369,6282011


1,207,5992012


1,033,005Subsequent


3,752,229       Note 9
    Transactions
    with Affiliates    Note 10
    Stock-Based
    Compensation Plans  Incentive
    Stock Plans
   F-42




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceStock Options Outstanding at January 1


3,167,348


$
38.41



2,546,174


$
29.57



1,875,687


$
22.17Granted


1,205,000



65.81



1,370,000



49.78



1,352,500



36.13Exercised


(1,318,748
)


33.81



(573,226
)


24.70



(610,213
)


21.00Exchanged for restricted stock










(30,000
)


47.26







Forfeited










(145,000
)


43.10



(70,000
)


33.49Expired


(600
)


9.99



(600
)


9.99



(1,800
)


9.99Stock Options Outstanding at December 31


3,053,000


$
51.21



3,167,348


$
38.41



2,546,174


$
29.57   Stock Options Outstanding


Stock Options ExercisableWeighted








WeightedAverage


Weighted





Average


WeightedRemaining


Average





Remaining


AverageContractual


Exercise





Contractual


ExerciseRange of Exercise Prices

Shares


Term (in years)


Price


Shares


Term (in years)


PriceIn-the-money stock options$6.58 -$13.16


4,500



2.30


$
9.99



4,500



2.30


$
9.99$13.16-$19.74


73,000



4.60



15.41



73,000



4.60



15.41$26.32-$32.91


197,000



1.10



30.94



145,000



1.10



30.94$32.91-$39.49


571,000



2.20



35.71



351,000



2.20



35.57$39.49-$46.07


50,000



2.80



44.59



20,000



2.80



44.59$46.07-$52.65


952,500



3.20



49.52



547,500



3.20



49.88$59.23-$65.81


1,205,000



4.20



65.81



201,000



4.20



65.81Total


3,053,000



2.93


$
51.21



1,342,000



2.93


$
44.39Intrinsic value (in thousands)

$











$
        F-43




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Restricted
    Stock
      2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueNonvested restricted stock grants outstanding as of January 1


72,666


$
47.62



15,000


$
16.77



80,001


$
16.71Granted


96,500



65.29



99,000



47.91



66,000



35.41Vested


(32,668
)


49.11



(41,334
)


37.13



(131,001
)


26.13Nonvested restricted stock grants outstanding as of December 31


136,498


$
59.75



72,666


$
47.62



15,000


$
16.77Intrinsic value (in thousands)

$
5,621






$
3,795






$
705     Threshold-Vesting
    Stock Options
   F-44




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    TSO Grant Year2007


2006


2005Granted prior to January 1






1,400,000



1,000,000Forfeited






(84,773
)


(118,332
)Vested and Exercised










(723,920
)TSOs outstanding at January 1, 2007






1,315,227



157,748Granted in 2007


1,400,000







Forfeited in 2007(1)


(86,110
)


(79,659
)


(1,334
)Vested and Exercised in 2007










(156,414
)TSOs outstanding at December 31, 2007(2)


1,313,890



1,235,568



Intrinsic value (in thousands)(3)

$



$



$
Intrinsic value  options exercised (in thousands)










903Fair value  options exercised (in thousands)










596Cash received  options exercised (in thousands)










5,539Exercise price(4)

$
65.81


$
50.47


$
35.41Threshold price


92.30



70.79



49.66Fair value of options on grant date


9.54



6.51



3.81Remaining contractual term (in years)


4.1



3.1



     (1)
    
    No TSO expirations for years presented.(2)
    
    TSOs outstanding at December 31, 2007 for the years 2004
    and prior were 133,621.(3)
    
    Intrinsic value is not presented if the result is a negative
    number.(4)
    
    A weighted average exercise price is not applicable as there is
    only one grant date and issue per year.    Other
    Required Disclosures
    2007


2006


2005Risk-free interest rate


4.70
%


4.43
%


3.40
%Dividend yield


4.00



4.00



4.00Expected volatility


24.72



22.94



21.61Expected life (in years)


5.0



2.5-3.5



5.0  F-45




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    and/or
  Employee
    Stock Purchase Plan
    Defined
    Contribution Plan
    Dividend
    Reinvestment and Stock Purchase Plan
   F-46




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 11
    Other
    Assets and Liabilities    December 31,


December 31,2007


2006(In thousands)Below-market ground leases

$
273,845


$
280,516Receivables  finance leases and bonds


114,979



111,694Security and escrow deposits


83,638



76,834Real estate tax stabilization agreement


79,454



83,378Above-market tenant leases


75,285



53,981Special Improvement District receivable


58,200



64,819Prepaid expenses


52,820



37,528Deferred income tax


24,088



15,070Funded defined contribution plan assets


14,616



17,119Insurance recovery receivable






14,952Other


29,352



32,076Total Prepaid expenses and other assets

$
806,277


$
787,967     December 31,


December 31,2007


2006(In thousands)Accounts payable and accrued expenses

$
302,719


$
200,936Deferred purchase price obligation


254,000



Construction payables


206,044



188,038Fin 48 liability


146,201



Below-market tenant leases


127,641



117,963Accrued interest


122,406



102,870Hughes participation payable


86,008



90,793Accrued real estate taxes


84,327



71,816Deferred gains/income


79,479



56,414Accrued payroll and other employee liabilities


71,191



58,372Tenant and other deposits


28,212



32,887Insurance reserve


19,407



12,800Above-market ground leases


15,489



15,961Funded defined contribution plan liabilities


14,616



17,119Capital lease obligations


14,390



14,967FIN 47 liability


14,321



11,493Other


101,790



57,763Total Accounts payable and accrued expenses

$
1,688,241


$
1,050,192  F-47




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 12
    Minority
    Interests  Common
    January 31, 2005


55,532,263Conversion of Preferred Units into Common Units


729,890Redemptions for GGP common stock


(3,200,258
)December 31, 2005


53,061,895Conversion of Preferred Units into Common Units


1,163,333Redemptions for GGP common stock


(1,334,637
)December 31, 2006


52,890,591Conversion of Preferred Units into Common Units


76,625Redemptions for GGP common stock


(1,116,230
)December 31, 2007


51,850,986      F-48




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Preferred
    Numberof Unitsas of


Per UnitCoupon


Issuing


December 31,


Liquidation


Carrying AmountSecurity Type

Rate


Entity


2007


Preference


2007


2006(In thousands)Perpetual Preferred UnitsRedeemable Preferred Units (RPUs)


8.95
%


LLC






$
250


$



$
60,000Cumulative Preferred Units (CPUs)


8.25
%


LLC



20,000



250



5,000



5,0005,000



65,000Convertible Preferred UnitsSeries B-JP
    Realty


8.50
%


GGPLP



1,284,715



50



64,237



64,724Series C-Glendale
    Galleria


7.00
%


GGPLP







50







974Series D-Foothills
    Mall


6.50
%


GGPLP



532,750



50



26,637



26,637Series E-Four
    SeasonsTown Centre


7.00
%


GGPLP



502,658



50



25,132



25,132116,006



117,467Other preferred stock ofconsolidated subsidiaries


N/A



various



476



1,000



476



361Total Minority Interest-Preferred

















$
121,482


$
182,828       Number of CommonUnits for eachPreferred UnitSeries B  JP Realty


3.000Series D  Foothills Mall


1.508Series E  Four Seasons Town Centre


1.298  F-49




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 13
    Accumulated
    Other Comprehensive Income    2007


2006(In thousands)Net unrealized gains (losses) on financial instruments

$
(909
)

$
1,386Accrued pension adjustment


(462
)


(705
)Foreign currency translation


37,369



9,238Unrealized losses on available-for-sale securities


(340
)


(337
)$
35,658


$
9,582   Note 14
    Commitments
    and Contingencies       F-50




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Subsequent /2008


2009


2010


2011


2012


Other (1)


Total(In thousands)Long-term debt-principal

$
2,643,190


$
3,219,734


$
3,956,797


$
7,111,582


$
3,744,743


$
3,606,093


$
24,282,139Retained debt-principal


2,446



2,606



119,694



776



37,740







163,262Ground lease payments


15,895



15,907



15,805



15,333



15,137



596,964



675,041FIN 48 obligations, including interest


20,174



















126,027



146,201Total

$
2,681,705


$
3,238,247


$
4,092,296


$
7,127,691


$
3,797,620


$
4,329,084


$
25,266,643     (1)
    
    The remaining FIN 48 liability for which reasonable
    estimates about the timing of payments cannot be made is
    disclosed within the Subsequent/Other column.  Contingent
    Stock Agreement
    and/or
    Oakwood
    Center and Riverwalk Marketplace Damages
  and/or
   F-51




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 15
    Recently
    Issued Accounting Pronouncements  14-a, (FSP 14-a). FSP 14-a FSP 14-a
  No. 06-11, (EITF 06-11). EITF 06-11 EITF 06-11 EITF 06-11
    No. SFAS 157-b No. FAS 157-1
 F-52




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  (FAS 157-1), No. FAS 157-2 (FAS 157-2), FAS 157-1 Accounting for
    Leases FAS 157-2
    Business Combinations Non-controlling Interests in Consolidated Financial
    Statements
  Note 16
    Segments    
    Retail and Other  includes the operation,
    development and management of retail and other rental property,
    primarily shopping centers
    Master Planned Communities includes the
    development and sale of land, primarily in large-scale,
    long-term community development projects in and around Columbia,
    Maryland; Summerlin, Nevada; and Houston, Texas     F-53




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Year Ended December 31, 2007Consolidated


Unconsolidated


SegmentProperties


Properties


Basis(In thousands)Retail and OtherProperty revenues:Minimum rents

$
1,933,674


$
406,241


$
2,339,915Tenant recoveries


859,801



173,486



1,033,287Overage rents


89,016



12,213



101,229Other, including minority interest


115,910



82,884



198,794Total property revenues


2,998,401



674,824



3,673,225Property operating expenses:Real estate taxes


246,484



50,478



296,962Repairs and maintenance


216,536



40,559



257,095Marketing


54,664



12,233



66,897Other property operating costs


421,228



150,041



571,269Provision for doubtful accounts


5,426



1,978



7,404Total property operating expenses


944,338



255,289



1,199,627Retail and other net operating income


2,054,063



419,535



2,473,598Master Planned CommunitiesLand sales


145,649



85,017



230,666Land sales operations


(116,708
)


(57,813
)


(174,521
)Master Planned Communities net operating income before
    impairment charge


28,941



27,204



56,145Columbia and Fairwood Communities impairment charge


(127,600
)






(127,600
)Master Planned Communities net operating income (loss)


(98,659
)


27,204



(71,455
)Real estate property net operating income

$
1,955,404


$
446,739


$
2,402,143   F-54




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Year Ended December 31, 2006Consolidated


Unconsolidated


SegmentProperties


Properties


Basis(In thousands)Retail and OtherProperty revenues:Minimum rents

$
1,753,508


$
428,337


$
2,181,845Tenant recoveries


773,034



187,782



960,816Overage rents


75,945



15,966



91,911Other, including minority interest


99,779



88,552



188,331Total property revenues


2,702,266



720,637



3,422,903Property operating expenses:Real estate taxes


218,549



58,832



277,381Repairs and maintenance


199,078



43,768



242,846Marketing


48,626



13,184



61,810Other property operating costs


373,020



154,010



527,030Provision for doubtful accounts


22,078



793



22,871Total property operating expenses


861,351



270,587



1,131,938Retail and other net operating income


1,840,915



450,050



2,290,965Master Planned CommunitiesLand sales


423,183



85,561



508,744Land sales operations


(316,453
)


(62,304
)


(378,757
)Master Planned Communities net operating income


106,730



23,257



129,987Real estate property net operating income

$
1,947,645


$
473,307


$
2,420,952   F-55




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Year Ended December 31, 2005Consolidated


Unconsolidated


SegmentProperties


Properties


Basis(In thousands)Retail and OtherProperty revenues:Minimum rents

$
1,670,387


$
393,740


$
2,064,127Tenant recoveries


754,836



181,193



936,029Overage rents


69,628



14,085



83,713Other, including minority interest and discontinued operations


107,674



64,803



172,477Total property revenues


2,602,525



653,821



3,256,346Property operating expenses:Real estate taxes


206,193



55,138



261,331Repairs and maintenance


195,292



43,411



238,703Marketing


63,522



14,705



78,227Other property operating costs


390,051



120,381



510,432Provision for doubtful accounts


13,868



4,857



18,725Total property operating expenses


868,926



238,492



1,107,418Retail and other net operating income


1,733,599



415,329



2,148,928Master Planned CommunitiesLand sales


385,205



83,089



468,294Land sales operations


(311,815
)


(60,826
)


(372,641
)Master Planned Communities net operating income


73,390



22,263



95,653Real estate property net operating income

$
1,806,989


$
437,592


$
2,244,581  F-56




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Years Ended December 31,2007


2006


2005(In thousands)Real estate property net operating income

$
2,402,143


$
2,420,952


$
2,244,581Unconsolidated Properties NOI


(446,739
)


(473,307
)


(437,592
)Consolidated Properties NOI


1,955,404



1,947,645



1,806,989Management and other fees


106,584



115,798



91,022Property management and other costs


(198,610
)


(181,033
)


(144,526
)General and administrative


(37,005
)


(18,800
)


(15,539
)Litigation provision


(89,225
)






Depreciation and amortization


(670,454
)


(690,194
)


(672,914
)Discontinued operations and minority interest in consolidated NOI


11,167



15,036



(6,048
)Operating income


1,077,861



1,188,452



1,058,984Interest income


8,641



11,585



10,416Interest expense


(1,174,097
)


(1,117,437
)


(1,031,241
)Benefit from (provision for) income taxes


294,160



(98,984
)


(51,289
)Income allocated to minority interest


(77,012
)


(37,761
)


(43,989
)Equity in income of unconsolidated affiliates


158,401



114,241



120,986Income from continuing operations

$
287,954


$
60,096


$
63,867     Years Ended December 31,2007


2006


2005(In thousands)Segment basis total property revenues

$
3,673,225


$
3,422,903


$
3,256,346Unconsolidated segment revenues


(674,824
)


(720,637
)


(653,821
)Land sales


145,649



423,183



385,205Management and other fees


106,584



115,798



91,022Real estate net operating income attributable to minority
    interests, net of discontinued operations


11,167



15,036



(6,048
)GAAP-basis consolidated total revenues

$
3,261,801


$
3,256,283


$
3,072,704  F-57




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2007


2006(In thousands)Retail and Other

$
28,790,732


$
26,421,063Master Planned Communities


2,176,218



2,167,971Total segment assets


30,966,950



28,589,034Unconsolidated Properties


(4,143,866
)


(4,753,634
)Corporate and other


1,991,235



1,406,045Total assets

$
28,814,319


$
25,241,445   Note 17
    Pro
    Forma Financial Information      Year Ended December 31, 2007


Year Ended December 31, 2006Pro Forma








Pro FormaAs Reported


Adjustments


Pro Forma


As Reported


Adjustments


Pro Forma(In thousands except for per share amounts)Total revenues

$
3,261,801


$
172,799


$
3,434,600


$
3,256,283


$
343,849


$
3,600,132Operating income


1,077,861



79,116



1,156,977



1,188,452



162,322



1,350,774Equity in income of Unconsolidated Real Estate Affiliates


158,401



(7,691
)


150,710



114,241



(23,979
)


90,262Income from continuing operations


287,954



2,752



290,706



60,096



10,069



70,165Per Share Data:Weighted average shares  basic


243,992







243,992



241,222







241,222Weighted average shares  dilutive


244,538







244,538



242,054







242,054Income from continuing operations per share  basic

$
1.18






$
1.19


$
0.25






$
0.29Income from continuing operations per share  diluted

$
1.18






$
1.19


$
0.24






$
0.28   Pro
    Forma Adjustments
   F-58




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Note 18
    Quarterly
    Financial Information (Unaudited)  2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands except for per share amounts)Total revenues

$
728,788


$
740,082


$
864,258


$
928,668Operating income


242,174



277,146



327,543



230,993Income (loss) from continuing operations


230,194



8,392



(9,359
)


58,726Net income (loss)


230,194



8,392



(9,359
)


58,726Earnings (loss) per share from continuing operations:*Basic


0.94



0.03



(0.04
)


0.24Diluted


0.94



0.03



(0.04
)


0.24Earnings (loss) per share:*Basic


0.94



0.03



(0.04
)


0.24Diluted


0.94



0.03



(0.04
)


0.24Distributions declared per share


0.45



0.45



0.45



0.50Weighted-average shares outstanding:Basic


243,653



244,960



243,775



243,867Diluted


244,406



245,627



243,775



244,258   F-59




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands except for per share amounts)Total revenues

$
828,619


$
709,809


$
746,031


$
971,823Operating income


307,747



245,449



265,355



369,901Income (loss) from continuing operations


23,014



(25,813
)


(8,161
)


71,056Loss from discontinued operations














(823
)Net income (loss)


23,014



(25,813
)


(8,161
)


70,233Earnings (loss) per share from continuing operations:Basic


0.10



(0.11
)


(0.03
)


0.29Diluted


0.10



(0.11
)


(0.03
)


0.29Earnings (loss) per share:Basic


0.10



(0.11
)


(0.03
)


0.29Diluted*


0.10



(0.11
)


(0.03
)


0.29Distributions declared per share


0.41



0.41



0.41



0.45Weighted-average shares outstanding:Basic


240,621



241,330



241,150



241,779Diluted


241,588



241,330



241,150



242,739     *
    
    Earnings (loss) per share for the quarters do not add up to the
    annual earnings per share due to the issuance of additional
    common stock during the year. F-60




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

General Growth Properties, Inc.

Chicago, Illinois



We have audited the consolidated financial statements of General
    Growth Properties, Inc. and subsidiaries (the
    Company) as of December 31, 2007 and 2006, and
    for each of the three years in the period ended
    December 31, 2007, and the Companys internal control
    over financial reporting as of December 31, 2007, and have
    issued our reports thereon dated February 26, 2008 (which
    report on the consolidated financial statements expresses an
    unqualified opinion and includes an explanatory paragraph
    regarding the adoption of Financial Accounting Standards Board
    Interpretation No. 48, Accounting for Uncertainty in
    Income Taxes), such consolidated financial statements and
    reports are included elsewhere in this
    Form 10-K.
    Our audits also included the consolidated financial statement
    schedule of the Company listed in the Index to Consolidated
    Financial Statements and Consolidated Financial Statement
    Schedule on
    page F-1
    of this
    Form 10-K.
    This consolidated financial statement schedule is the
    responsibility of the Companys management. Our
    responsibility is to express an opinion based on our audits. In
    our opinion, such consolidated financial statement schedule,
    when considered in relation to the basic consolidated financial
    statements taken as a whole, presents fairly, in all material
    respects, the information set forth therein.



/s/ Deloitte & Touche LLP



Chicago, Illinois

February 26, 2008

F-61




---



##### Table of Contents







GENERAL
    GROWTH PROPERTIES, INC.SCHEDULE III  REAL ESTATE AND
    ACCUMULATED DEPRECIATION
    DECEMBER 31, 2007
  Costs Capitalized

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation (e)

Construction

Acquired

Computed(In thousands)Retail and Other:Ala Moana Center

Honolulu, HI

$
1,500,000


$
336,229


$
473,771


$



$
125,435


$
336,229


$
599,206


$
935,435


$
148,481







1999




(e)Alameda Plaza

Pocatello, ID






740



2,060







13



740



2,073



2,813



283







2002




(e)Anaheim Crossing

Anaheim, CA










1,986







29







2,015



2,015



274







2002




(e)Animas Valley Mall

Farmington, NM


24,746



6,464



35,902







8,168



6,464



44,070



50,534



6,283







2002




(e)Apache Mall

Rochester, MN


50,681



8,110



72,993







25,600



8,110



98,593



106,703



23,639







1998




(e)Arizona Center

Phoenix, AZ


489



2,314



132,158







(1,654
)


2,314



130,504



132,818



18,023







2004




(e)Augusta Mall

Augusta, GA


175,000



787



162,272



1,217



52,082



2,004



214,354



216,358



18,980







2004




(e)Austin Bluffs Plaza

Colorado Springs, CO


2,383



1,080



3,007







225



1,080



3,232



4,312



440







2002




(e)Bailey Hills Village

Eugene, OR






290



806







36



290



842



1,132



114







2002




(e)Baybrook Mall

Friendswood, TX


150,868



13,300



117,163



6,853



27,555



20,153



144,718



164,871



30,523







1999




(e)Bayshore Mall

Eureka, CA


31,720



3,005



27,399







36,835



3,005



64,234



67,239



30,440



1986-1987








(e)Bayside Marketplace

Miami, FL


62,837







177,801







2,681







180,482



180,482



26,642







2004




(e)Beachwood Place

Beachwood, OH


244,746



18,500



319,684







33,273



18,500



352,957



371,457



30,835







2004




(e)Bellis Fair

Bellingham, WA


63,945



7,616



47,040



(131
)


14,759



7,485



61,799



69,284



29,260



1987-1988








(e)Birchwood Mall

Port Huron, MI


39,151



1,769



34,575



1,274



19,490



3,043



54,065



57,108



27,603



1989-1990








(e)Boise Plaza

Boise, ID






374



1,042







112



374



1,154



1,528



152







2002




(e)Boise Towne Plaza

Boise, ID


11,219



3,988



11,101







146



3,988



11,247



15,235



1,545







2002




(e)Boise Towne Square

Boise, ID


74,464



23,449



131,001



1,019



29,122



24,468



160,123



184,591



21,703







2002




(e)Burlington Town Center

Burlington, VT


31,586



1,637



32,798



2,597



20,275



4,234



53,073



57,307



4,416







2004




(e)Cache Valley Mall

Logan, UT






3,875



22,047







9,011



3,875



31,058



34,933



4,228







2002




(e)Cache Valley Marketplace

Logan, UT






1,500



1,583



1,639



5,136



3,139



6,719



9,858



450







2002




(e)Capital Mall

Jefferson City, MO


20,710



4,200



14,201



(287
)


10,795



3,913



24,996



28,909



11,193







1993




(e)Century Plaza

Birmingham, AL






3,164



28,514







5,911



3,164



34,425



37,589



10,780







1997




(e)Chapel Hills Mall

Colorado Springs, CO


118,203



4,300



34,017







71,251



4,300



105,268



109,568



34,441







1993




(e)Chico Mall

Chico, CA


58,314



16,958



45,628







3,476



16,958



49,104



66,062



5,585







2003




(e)Coastland Center

Naples, FL


99,060



11,450



103,050







49,605



11,450



152,655



164,105



29,932







1998




(e)Collin Creek

Plano, TX


72,785



26,250



122,991







(1,613
)


26,250



121,378



147,628



11,594







2004




(e)Colony Square Mall

Zanesville, OH






1,000



24,500



597



24,927



1,597



49,427



51,024



24,166







1986




(e)Columbia Mall

Columbia, MO


90,000



5,383



19,663







29,900



5,383



49,563



54,946



24,667



1984-1985








(e)Coral Ridge Mall

Coralville, IA


100,658



3,364



64,218



49



21,961



3,413



86,179



89,592



26,916



1998-1999








(e)Coronado Center

Albuquerque, NM


172,575



33,072



148,799







1,158



33,072



149,957



183,029



20,542







2003




(e)Cottonwood Mall

Salt Lake City, UT






7,613



42,987







(27,324
)


7,613



15,663



23,276



2,012







2002




(e)Cottonwood Square

Salt Lake City, UT






1,558



4,339







218



1,558



4,557



6,115



612







2002




(e)Country Hills Plaza

Ogden, UT


13,759



3,620



9,080







887



3,620



9,967



13,587



1,304







2002




(e)Crossroads Center

St. Cloud, MN


86,433



10,813



72,203



2,393



40,050



13,206



112,253



125,459



19,347







2000




(e)Cumberland Mall

Atlanta, GA


160,278



15,199



136,787



10,042



68,018



25,241



204,805



230,046



38,161







1998




(e)Division Crossing

Portland, OR


5,492



1,773



4,935







421



1,773



5,356



7,129



726







2002




(e)Eagle Ridge Mall

Lake Wales, FL


48,555



7,620



49,561







18,555



7,620



68,116



75,736



23,818



1995-1996








(e)Eastridge Mall

Casper, WY


40,069



6,171



34,384



(79
)


6,720



6,092



41,104



47,196



5,702







2002




(e)Eastridge Mall

San Jose, CA


170,000



36,724



178,018







15,100



36,724



193,118



229,842



17,477







2006




(e)Eden Prairie Center

Eden Prairie, MN


81,908



465



19,024



28



122,215



493



141,239



141,732



37,576







1997




(e)Fallbrook Center

West Hills, CA


85,000



6,117



10,077



10



101,730



6,127



111,807



117,934



45,329







1984




(e)Faneuil Hall Marketplace

Boston, MD


95,928







122,098







689







122,787



122,787



15,586







2004




(e)Fashion Place

Murray, UT


147,510



21,604



206,484







7,800



21,604



214,284



235,888



20,329







2004




(e)Fashion Show

Las Vegas, NV


358,998



523,650



602,288







11,163



523,650



613,451



1,137,101



67,078







2004




(e)Foothills Mall

Fort Collins, CO


42,323



8,031



96,642



2,544



8,279



10,575



104,921



115,496



12,397







2003




(e)Fort Union

Midvale, UT


2,867







3,842







24







3,866



3,866



539







2002




(e)Four Seasons Town Centre

Greensboro, NC


103,795



27,231



141,978







4,942



27,231



146,920



174,151



16,883







2004




(e)Fox River Mall

Appleton, WI


195,000



2,701



18,291



2,086



65,445



4,787



83,736



88,523



36,399



1983-1984








(e)Fremont Plaza

Las Vegas, NV










3,956







320







4,276



4,276



559







2002




(e)Gateway Crossing Shopping Center

Bountiful, UT


15,649



4,104



11,422







996



4,104



12,418



16,522



1,737







2002




(e)Gateway Mall

Springfield, OR


40,588



8,728



34,707







38,249



8,728



72,956



81,684



31,297



1989-1990








(e)Gateway Overlook

Baltimore, MD


55,000







31,679















31,679



31,679



285



2007








(e)  F-62




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
    SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION  (Continued)
    DECEMBER 31, 2007
  Costs Capitalized

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)Glenbrook Square

Fort Wayne, IN


181,297



30,414



195,896



50



11,749



30,464



207,645



238,109



23,329







2003




(e)Governors Square

Tallahassee, FL


63,172







121,482







4,794







126,276



126,276



14,999







2004




(e)Grand Teton Mall

Idaho Falls, ID


26,514



6,973



44,030







11,114



6,973



55,144



62,117



7,211







2002




(e)Grand Teton Plaza

Idaho Falls, ID






2,349



7,336







588



2,349



7,924



10,273



739







2004




(e)Grand Traverse Mall

Traverse City, MI


87,188



3,534



20,776







30,138



3,534



50,914



54,448



25,522



1990-1991








(e)Greenwood Mall

Bowling Green, KY


45,569



3,200



40,202



187



35,916



3,387



76,118



79,505



29,966







1993




(e)Halsey Crossing

Gresham, OR


2,688







4,363







114







4,477



4,477



627







2002




(e)Harborplace

Baltimore, MD


50,000







54,308







11,092







65,400



65,400



9,350







2004




(e)Hulen Mall

Fort Worth, TX


115,661



8,910



153,894







2,826



8,910



156,720



165,630



17,011







2004




(e)Jordan Creek Town Center

West Des Moines, IA


190,375



18,142



166,143







12,061



18,142



178,204



196,346



24,694



2004








(e)Knollwood Mall

St. Louis Park, MN


40,771







9,748



7,026



41,743



7,026



51,491



58,517



23,615







1978




(e)Lakeside Mall

Sterling Heights, MI


185,116



35,860



369,639







4,887



35,860



374,526



410,386



37,247







2004




(e)Lakeview Square

Battle Creek, MI


42,094



3,579



32,210







19,291



3,579



51,501



55,080



16,024







1996




(e)Landmark Mall

Alexandria, VA






28,396



67,235







(150
)


28,396



67,085



95,481



17,903







2003




(e)Lansing Mall

Lansing, MI


25,536



6,978



62,800



4,518



46,672



11,496



109,472



120,968



31,183







1996




(e)Lincolnshire Commons

Lincolnshire, IL


28,000



10,784



9,441







18,646



10,784



28,087



38,871



1,514



2006








(e)Lockport Mall

Lockport, NY






800



10,000







4,228



800



14,228



15,028



8,110







1986




(e)Lynnhaven Mall

Virginia Beach, VA


242,284



33,698



229,433







4,574



33,698



234,007



267,705



28,975







2003




(e)Mall At Sierra Vista

Sierra Vista, AZ






3,652



20,450







3,423



3,652



23,873



27,525



3,360







2002




(e)Mall Of Louisiana

Baton Rouge, LA


238,000



24,591



246,452







30,425



24,591



276,877



301,468



26,962







2004




(e)Mall Of The Bluffs

Council Bluffs, IA


39,151



1,860



24,016



35



24,942



1,895



48,958



50,853



25,228



1985-1986








(e)Mall St. Matthews

Louisville, KY


148,207







176,583







7,974







184,557



184,557



21,640







2004




(e)Mall St. Vincent

Shreveport, LA


49,000



2,640



23,760







9,802



2,640



33,562



36,202



9,966







1998




(e)Market Place Shopping Center

Champaign, IL


106,000



7,000



63,972







54,597



7,000



118,569



125,569



33,820







1997




(e)Mayfair Mall

Wauwatosa, WI


181,314



14,707



224,847







35,713



14,707



260,560



275,267



57,034







2003




(e)Meadows Mall

Las Vegas, NV


105,193



24,634



104,088



(3,259
)


17,589



21,375



121,677



143,052



27,012







2003




(e)Metro Plaza

Baltimore, MD






1,050



10,340



271



2,043



1,321



12,383



13,704



2,088







2004




(e)Mondawmin Mall

Baltimore, MD






10,800



47,531







1,265



10,800



48,796



59,596



8,497







2004




(e)North Plains Mall

Clovis, NM






2,722



15,048







3,404



2,722



18,452



21,174



2,877







2002




(e)North Star Mall

San Antonio, TX


238,619



29,230



467,961



3,791



34,678



33,021



502,639



535,660



46,222







2004




(e)North Temple Shops

Salt Lake City, UT






168



468







6



168



474



642



65







2002




(e)North Town Mall

Spokane, WA


74,443



22,407



125,033







6,331



22,407



131,364



153,771



19,155







2002




(e)Northgate Mall

Chattanooga, TN


45,812



2,525



43,944







8,371



2,525



52,315



54,840



13,108







2003




(e)Northridge Fashion Center

Northridge, CA


129,315



16,618



149,563



248



38,187



16,866



187,750



204,616



47,535







1998




(e)Oak View Mall

Omaha, NE


116,974



12,056



113,042







5,823



12,056



118,865



130,921



23,273







2003




(e)Oakwood Center

Gretna, LA


95,000



2,830



137,574



1,532



17,488



4,362



155,062



159,424



18,393







2004




(e)Oakwood Mall

Eau Claire, WI


52,201



3,267



18,281







28,505



3,267



46,786



50,053



25,557



1985-1986








(e)Oglethorpe Mall

Savannah, GA


144,628



16,036



92,978







7,971



16,036



100,949



116,985



23,868







2003




(e)Orem Plaza Center Street

Orem, UT


2,562



1,069



2,974







2,383



1,069



5,357



6,426



483







2002




(e)Orem Plaza State Street

Orem, UT


1,586



592



1,649







157



592



1,806



2,398



233







2002




(e)Oviedo Marketplace

Orlando, FL


52,976



24,017



23,958



(2,045
)


762



21,972



24,720



46,692



8,988







2004




(e)Owings Mills Mall

Owing Mills, MD


101,951



27,534



173,005



(6,208
)


3,895



21,326



176,900



198,226



21,723







2004




(e)Oxmoor Center

Louisville, KY


62,287







131,434







6,261







137,695



137,695



11,332







2004




(e)Paramus Park

Paramus, NJ


106,461



47,660



182,124







6,466



47,660



188,590



236,250



19,230







2004




(e)Park City Center

Lancaster, PA


152,935



8,465



177,191



(276
)


35,644



8,189



212,835



221,024



43,860







2003




(e)Park Place

Tucson, AZ


180,593



4,996



44,993



(280
)


113,579



4,716



158,572



163,288



39,210







1996




(e)Peachtree Mall

Columbus, GA


91,593



22,052



67,679







5,641



22,052



73,320



95,372



10,891







2003




(e)Pecanland Mall

Monroe, LA


60,156



10,101



68,329



297



14,145



10,398



82,474



92,872



12,832







2002




(e)Piedmont Mall

Danville, VA


34,492



2,000



38,000







10,461



2,000



48,461



50,461



16,177







1995




(e)Pierre Bossier Mall

Bossier City, LA


36,335



4,367



35,353







10,674



4,367



46,027



50,394



12,210







1998




(e)Pine Ridge Mall

Pocatello, ID


27,015



4,905



27,349







6,548



4,905



33,897



38,802



5,047







2002




(e)Pioneer Place

Portland, OR


169,552



10,805



209,965







967



10,805



210,932



221,737



21,505







2004




(e)Plaza 800

Sparks, NV










5,430







31







5,461



5,461



680







2002




(e)Plaza 9400

Sandy, UT










9,114







192







9,306



9,306



1,290







2002




(e)Prince Kuhio Plaza

Hilo, HI


38,957



9



42,710







1,959



9



44,669



44,678



10,149







2002




(e)  F-63




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
    SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION  (Continued)
    DECEMBER 31, 2007
  Costs Capitalized

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)Providence Place

Providence, RI


422,801







502,809







6,617







509,426



509,426



57,537







2004




(e)Provo Towne Centre

Provo, UT


49,020



13,486



74,587







1,669



13,486



76,256



89,742



11,648







2002




(e)Red Cliffs Mall

St. George, UT


25,677



1,880



26,561







3,489



1,880



30,050



31,930



4,569







2002




(e)Red Cliffs Plaza

St. George, UT










2,366







370







2,736



2,736



373







2002




(e)Regency Square Mall

Jacksonville, FL


96,855



16,498



148,478



1,386



21,044



17,884



169,522



187,406



40,313







1998




(e)Ridgedale Center

Minnetonka, MN


182,390



10,710



272,607







15,787



10,710



288,394



299,104



27,114







2004




(e)Rio West Mall

Gallup, NM










19,500







7,391







26,891



26,891



13,738







1986




(e)River Falls Mall

Clarksville, IN






3,178



54,610



3,703



85,781



6,881



140,391



147,272



40,120



1989-1990








(e)River Hills Mall

Mankato, MN


80,000



3,714



29,014



993



43,690



4,707



72,704



77,411



27,068



1990-1991








(e)River Pointe Plaza

West Jordan, UT


3,969



1,302



3,623







510



1,302



4,133



5,435



531







2002




(e)Riverlands Shopping Center

LaPlace, LA






500



4,500



601



5,667



1,101



10,167



11,268



1,863







1998




(e)Riverside Plaza

Provo, UT


5,680



2,475



6,890







2,132



2,475



9,022



11,497



1,293







2002




(e)Rivertown Crossings

Grandville, MI


120,508



10,973



97,142



(3,747
)


50,076



7,226



147,218



154,444



39,915



1998-1999








(e)Riverwalk Marketplace

New Orleans, LA










94,513







(4,618
)






89,895



89,895



6,826







2004




(e)Rogue Valley Mall

Medford, OR


26,847



21,913



36,392



(95
)


5,715



21,818



42,107



63,925



6,147







2003




(e)Saint Louis Galleria

St. Louis, MO


242,913



36,774



184,645



(545
)


23,855



36,229



208,500



244,729



24,810







2003




(e)Salem Center

Salem, OR


25,630



6,966



38,976







2,038



6,966



41,014



47,980



6,038







2002




(e)Sikes Senter

Wichita Falls, TX


62,723



12,759



50,567







3,460



12,759



54,027



66,786



9,259







2003




(e)Silver Lake Mall

Coeur dAlene, ID






4,448



24,801







1,520



4,448



26,321



30,769



3,754







2002




(e)Sooner Mall

Norman, OK


60,000



2,700



24,300



(119
)


20,496



2,581



44,796



47,377



13,698







1996




(e)South Street Seaport

New York, NY










10,872







1,329







12,201



12,201



8,099







2004




(e)Southlake Mall

Morrow, GA


100,000



6,700



60,407







14,294



6,700



74,701



81,401



21,469







1997




(e)Southland Center

Taylor, MI


111,310



7,690



99,376







(769
)


7,690



98,607



106,297



7,087







2004




(e)Southland Mall

Hayward, CA


83,662



13,921



75,126



200



16,745



14,121



91,871



105,992



12,318







2002




(e)Southshore Mall

Aberdeen, WA






650



15,350







5,699



650



21,049



21,699



11,868







1986




(e)Southwest Plaza

Littleton, CO


74,541



9,000



103,984



542



40,326



9,542



144,310



153,852



33,185







1998




(e)Spokane Valley Mall

Spokane, WA


38,056



11,455



67,046







1,425



11,455



68,471



79,926



9,760







2002




(e)Spokane Valley Plaza

Spokane, WA






3,558



10,150







79



3,558



10,229



13,787



1,392







2002




(e)Spring Hill Mall

West Dundee, IL


79,717



12,400



111,644







20,019



12,400



131,663



144,063



32,038







1998




(e)Staten Island Mall

Staten Island, NY


290,708



222,710



339,102







8,708



222,710



347,810



570,520



37,960







2004




(e)Stonestown Galleria

San Francisco, CA


273,000



67,000



246,272







8,481



67,000



254,753



321,753



22,513







1998




(e)The Boulevard Mall

Las Vegas, NV


110,781



16,490



148,413



(1,135
)


14,181



15,355



162,594



177,949



39,005







1998




(e)The Crossroads

Portage, MI


40,741



6,800



61,200







23,280



6,800



84,480



91,280



18,632







1999




(e)The Gallery At Harborplace

Baltimore, MD


102,978



17,912



174,410







2,417



17,912



176,827



194,739



15,079







2004




(e)The Grand Canal Shoppes

Las Vegas, NV


403,708







766,232







14,768







781,000



781,000



74,223







2004




(e)The Maine Mall

South Portland, ME


221,354



41,374



238,457



(79
)


9,875



41,295



248,332



289,627



26,291







2003




(e)The Mall In Columbia

Columbia, MD


400,000



34,650



522,363







17,981



34,650



540,344



574,994



53,018







2004




(e)The Pines

Pine Bluff, AR






1,489



17,627



(242
)


17,374



1,247



35,001



36,248



19,206



1985-1986








(e)The Shops At Fallen Timbers

Maumee, OH






3,677



77,825











3,677



77,825



81,502



633



2007








(e)The Shops At La Cantera

San Antonio, TX


174,543



10,966



205,222







8,283



10,966



213,505



224,471



15,370



2005








(e)The Streets At SouthPoint

Durham, NC


245,707



16,070



406,266







7,386



16,070



413,652



429,722



38,011







2004




(e)The Village Of Cross Keys

Baltimore, MD


376



18,070



57,285







73



18,070



57,358



75,428



4,064







2004




(e)Three Rivers Mall

Kelso, WA


21,995



4,312



23,019







2,587



4,312



25,606



29,918



3,685







2002




(e)Town East Mall

Mesquite, TX


108,538



7,711



149,258







18,028



7,711



167,286



174,997



28,681







2004




(e)Tucson Mall

Tucson, AZ


120,596







181,424







33,008







214,432



214,432



32,907







2001




(e)Twin Falls Crossing

Twin Falls, ID






275



769











275



769



1,044



105







2002




(e)University Crossing

Orem, UT


11,684



3,420



9,526







1,061



3,420



10,587



14,007



1,393







2002




(e)Valley Hills Mall

Hickory, NC


58,326



3,444



31,025



2,212



44,559



5,656



75,584



81,240



20,678







1997




(e)Valley Plaza Mall

Bakersfield, CA


98,233



12,685



114,166







24,781



12,685



138,947



151,632



31,901







1998




(e)Visalia Mall

Visalia, CA


43,461



11,052



58,172



(14
)


6,337



11,038



64,509



75,547



9,408







2002




(e)Ward Centers

Honolulu, HI


217,289



164,007



89,321



1,337



78,467



165,344



167,788



333,132



21,748







2002




(e)West Valley Mall

Tracy, CA


59,078



9,295



47,789



1,591



34,979



10,886



82,768



93,654



27,557



1995








(e)Westlake Center

Seattle, WA


76,409



12,971



117,003



4,669



(2,912
)


17,640



114,091



131,731



12,812







2004




(e)Westwood Mall

Jackson, MI






2,658



23,924



913



5,908



3,571



29,832



33,403



9,995







1996




(e)White Marsh Mall

Baltimore, MD


187,000



24,760



239,688







13,205



24,760



252,893



277,653



26,766







2004




(e)  F-64




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
    SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION  (Continued)
    DECEMBER 31, 2007
  Costs Capitalized

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)White Mountain Mall

Rock Springs, WY






1,363



7,611







7,729



1,363



15,340



16,703



2,563







2002




(e)Willowbrook

Wayne, NJ


172,346



28,810



444,762



30



10,670



28,840



455,432



484,272



44,348







2004




(e)Woodbridge Center

Woodbridge, NJ


213,521



50,737



420,703







5,987



50,737



426,690



477,427



45,742







2004




(e)Woodlands Village

Flagstaff, AZ


7,257



2,689



7,484







278



2,689



7,762



10,451



1,034







2002




(e)Yellowstone Square

Idaho Falls, ID






1,057



2,943







147



1,057



3,090



4,147



424







2002




(e)Total GGPI




14,706,793



2,812,976



16,674,773



49,939



2,742,244



2,862,915



19,417,017



22,279,932



3,168,384Bay City Mall

Bay City, MI


24,696



1,274



35,779











1,274



35,779



37,053



11,488







2007




(e)Brass Mill Center

Waterbury, CT


105,730



12,687



131,634











12,687



131,634



144,321



38,575







2007




(e)Brass Mill Commons

Waterbury, CT


22,613



5,011



20,368











5,011



20,368



25,379



7,364







2007




(e)Chula Vista Center

Chula Vista, CA


60,182



6,387



63,526











6,387



63,526



69,913



18,344







2007




(e)Columbiana Center

Columbia, SC


66,099



5,838



81,298











5,838



81,298



87,136



25,157







2007




(e)Deerbrook Mall

Humble, TX


76,791



7,821



96,045











7,821



96,045



103,866



27,255







2007




(e)Lakeland Square

Lakeland, FL


56,285



8,983



75,761











8,983



75,761



84,744



19,468







2007




(e)Moreno Valley Mall

Moreno Valley, CA


88,000



3,291



64,105











3,291



64,105



67,396



16,461







2007




(e)Newgate Mall

Ogden, UT


42,064



1,061



22,910











1,061



22,910



23,971



6,690







2007




(e)Newpark Mall

Newark, CA


69,601



6,560



100,918











6,560



100,918



107,478



37,869







2007




(e)North Point Mall

Alpharetta, GA


219,924



8,954



184,208











8,954



184,208



193,162



53,702







2007




(e)Pembroke Mall

Pembroke Pines, FL


133,549



16,939



121,507











16,939



121,507



138,446



36,139







2007




(e)Steeplegate Mall

Concord, NH


79,781



2,926



59,030











2,926



59,030



61,956



20,047







2007




(e)The Parks at Arlington

Arlington, TX


140,002



13,251



218,103











13,251



218,103



231,354



53,409







2007




(e)The Shoppes at Buckland

Manchester, CT


168,770



18,852



177,139











18,852



177,139



195,991



35,611







2007




(e)The Woodlands Mall

The Woodlands, TX


240,000



12,785



174,794











12,785



174,794



187,579



48,734







2007




(e)Tysons Galleria

McLean, VA


255,000



3,222



88,240











3,222



88,240



91,462



30,586







2007




(e)Vista Ridge Mall

Lewisville, TX


82,348



6,964



122,142











6,964



122,142



129,106



60,815







2007




(e)Washington Park Mall

Bartlesville, OK


12,378



1,401



16,242











1,401



16,242



17,643



5,689







2007




(e)West Oaks Mall

Ocoee, FL


71,501



13,534



70,909











13,534



70,909



84,443



25,899







2007




(e)Purchase accounting related adjustments

Chicago, IL


(11,413
)


173,174



783,523











173,174



783,523



956,697



(272,650
)Total Homart I(f)




2,003,901



330,915



2,708,181











330,915



2,708,181



3,039,096



306,652Other, including corporate and developments in progress


7,463,997



265,618



491,035



133,542



648,857



399,160



1,139,892



1,539,052



129,979Total Retail and Other




24,174,691



3,409,509



19,873,989



183,481



3,391,101



3,592,990



23,265,090



26,858,080



3,605,015Master Planned CommunitiesBridgeland

Houston, TX


32,030



257,222







113,000



1,001



370,222



1,001



371,223



149







2004




(e)Columbia

Howard County, MD






321,118







(169,165
)


150



151,953



150



152,103



22







2004




(e)Fairwood

Prince Georges County, MD






136,434







(75,732
)


27



60,702



27



60,729



3







2004




(e)Summerlin

Summerlin, NV


64,301



990,179







64,214



79



1,054,393



79



1,054,472



10







2004




(e)Other




11,117











2,102



93,047



2,102



93,047



95,149



Total Master Planned Communities




107,448



1,704,953







(65,581
)


94,304



1,639,372



94,304



1,733,676



184Total



$
24,282,139


$
5,114,462


$
19,873,989


$
117,900


$
3,485,405


$
5,232,362


$
23,359,394


$
28,591,756


$
3,605,199  F-65




---



##### Table of Contents





GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    SCHEDULE III
  (a)
    
    See description of mortgages, notes and other debt payable in
    Note 6 of Notes to Consolidated Financial Statements.(b)
    
    Initial cost for constructed malls is cost at end of first
    complete calendar year subsequent to opening.(c)
    
    For retail and other properties, costs capitalized subsequent to
    acquisitions is net of cost of disposals or other property
    write-downs. For Master Planned Communities, costs capitalized
    subsequent to acquisitions are net of land sales.(d)
    
    The aggregate cost of land, buildings and improvements for
    federal income tax purposes is approximately $17.5 billion.(e)
    
    Depreciation is computed based upon the following estimated
    lives:  YearsBuildings, improvements and carrying costs


40-45Equipment, tenant improvements and fixtures


5-10   (f)
    
    Initial cost for individual properties acquired in the Homart I
    acquisition represents historical cost at December 31,
    2007. As individual property values have not been finalized,
    purchase accounting related adjustments are presented in total.  Reconciliation
    of Real Estate
  2007


2006


2005(In thousands)Balance at beginning of year

$
24,661,601


$
23,583,536


$
23,308,792Acquisitions


3,152,350



234,624



Change in Master Planned Communities land


(16,466
)


4,775



5,363Additions


866,353



855,529



496,362Hurricane property damage provisions- Oakwood Center and
    Riverwalk (Note 14)










(53,022
)Dispositions and write-offs


(72,081
)


(16,863
)


(173,959
)Balance at end of year

$
28,591,756


$
24,661,601


$
23,583,536   Reconciliation
    of Accumulated Depreciation
  2007


2006


2005(In thousands)Balance at beginning of year

$
2,766,871


$
2,104,956


$
1,453,488Depreciation expense


635,872



663,524



652,109Acquisitions


274,537
(g)






Dispositions and write-offs


(72,081
)


(1,609
)


(641
)Balance at end of year

$
3,605,199


$
2,766,871


$
2,104,956   (g)
    
    Accumulated depreciation of our original 50% interest in the
    properties acquired in the Homart I acquisition at July 6,
    2007 (date of acquisition). Such properties were unconsolidated
    prior to the date of acquisition. F-66




---



##### Table of Contents



EXHIBIT INDEX  3
.1

Restated Certificate of Incorporation of General Growth
    Properties, Inc. filed with the Delaware Secretary of State on
    February 10, 2006 (previously filed as Exhibit 3.1 to
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).3
.2

Bylaws of General Growth Properties, Inc., as amended
    (previously filed as Exhibit 3(ii) to the Current Report on
    Form 8-K
    dated November 8, 2006 which was filed with the SEC on
    November 14, 2006).3
.3

Certificate of Designations, Preferences and Rights of
    Increasing Rate Cumulative Preferred Stock, Series I filed
    with the Delaware Secretary of State on February 26, 2007
    (previously filed as Exhibit 3.3 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2006, which was previously
    filed with the SEC on March 1, 2007).4
.1

Form of Common Stock Certificate (previously filed as
    Exhibit 4.1 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.2

Rights Agreement dated July 27, 1993, between General
    Growth Properties, Inc. and certain other parties named therein
    (previously filed as Exhibit 4.2 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.3

Amendment to Rights Agreement dated as of February 1, 2000,
    between General Growth Properties, Inc. and certain other
    parties named therein (previously filed as Exhibit 10.11 to
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2003).4
.4

Redemption Rights Agreement dated July 13, 1995, by
    and among GGP Limited Partnership (the Operating
    Partnership), General Growth Properties, Inc. and the
    persons listed on the signature pages thereof (previously filed
    as Exhibit 4.4 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.5

Redemption Rights Agreement dated December 6, 1996,
    among the Operating Partnership, Forbes/Cohen Properties,
    Lakeview Square Associates, and Jackson Properties (previously
    filed as Exhibit 4.5 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.6

Redemption Rights Agreement dated June 19, 1997, among
    the Operating Partnership, General Growth Properties, Inc., and
    CA Southlake Investors, Ltd. (previously filed as
    Exhibit 4.6 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.7

Redemption Rights Agreement dated October 23, 1997,
    among General Growth Properties, Inc., the Operating Partnership
    and Peter Leibowits (previously filed as Exhibit 4.7 to the
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.8

Redemption Rights Agreement dated April 2, 1998, among
    the Operating Partnership, General Growth Properties, Inc. and
    Southwest Properties Venture (previously filed as
    Exhibit 4.8 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.9

Redemption Rights Agreement dated July 21, 1998, among
    the Operating Partnership, General Growth Properties, Inc.,
    Nashland Associates, and HRE Altamonte, Inc. (previously filed
    as Exhibit 4.9 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.10

Redemption Rights Agreement dated October 21, 1998,
    among the Operating Partnership, General Growth Properties, Inc.
    and the persons on the signature pages thereof (previously filed
    as Exhibit 4.10 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.11

Redemption Rights Agreement (Common Units) dated
    July 10, 2002, by and among the Operating Partnership,
    General Growth Properties, Inc. and the persons listed on the
    signature pages thereof (previously filed as Exhibit 4.11
    to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).4
.12

Redemption Rights Agreement (Series B Preferred Units)
    dated July 10, 2002, by and among the Operating
    Partnership, General Growth Properties, Inc. and the persons
    listed on the signature pages thereof (previously filed as
    Exhibit 4.12 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008). S-1




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4
.13

Redemption Rights Agreement (Common Units) dated
    November 27, 2002, by and among the Operating Partnership,
    General Growth Properties, Inc. and JSG, LLC (previously filed
    as Exhibit 10(MMM) to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002 which was filed with
    the SEC on March 14, 2003).4
.14

Redemption Rights Agreement dated December 11, 2003,
    by and among the Operating Partnership, General Growth
    Properties, Inc. and Everitt Enterprises, Inc. (previously filed
    as Exhibit 10.44 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2003 which was filed with
    the SEC on March 12, 2004).4
.15

Redemption Rights Agreement dated March 5, 2004, by
    and among the Operating Partnership, General Growth Properties,
    Inc. and Koury Corporation (previously filed as
    Exhibit 4.15 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).4
.16

Registration Rights Agreement dated April 15, 1993, between
    General Growth Properties, Inc., Martin Bucksbaum, Matthew
    Bucksbaum and the other parties named therein (previously filed
    as Exhibit 4.16 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).4
.17

Amendment to Registration Rights Agreement dated
    February 1, 2000, among General Growth Properties, Inc. and
    certain other parties named therein (previously filed as
    Exhibit 10.16 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2003 which was filed with
    the SEC on March 12, 2004).4
.18

Registration Rights Agreement dated April 17, 2002, between
    General Growth Properties, Inc. and GSEP 2002 Realty Corp
    (previously filed as Exhibit 4.18 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).4
.19

Rights Agreement dated November 18, 1998, between General
    Growth Properties, Inc. and Norwest Bank Minnesota, N.A., as
    Rights Agent (including the Form of Certificate of Designation
    of Series A Junior Participating Preferred Stock attached
    thereto as Exhibit A, the Form of Right Certificate
    attached thereto as Exhibit B and the Summary of Rights to
    Purchase Preferred Shares attached thereto as Exhibit C)
    (previously filed as Exhibit 4.19 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.20

First Amendment to Rights Agreement dated as of
    November 10, 1999, between General Growth Properties, Inc.
    and Norwest Bank Minnesota, N.A. (previously filed as
    Exhibit 4.20 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.21

Second Amendment to Rights Agreement dated as of
    December 31, 2001, between General Growth Properties, Inc.
    and Mellon Investor Services, LLC, successor to Norwest Bank
    Minnesota, N.A. (previously filed as Exhibit 4.13 to the
    Registration Statement on
    Form S-3
    (No. 333-82134)
    dated February 4, 2002 which was filed with the SEC on
    February 5, 2002).4
.22

Letter Agreement concerning Rights Agreement dated
    November 10, 1999, between the Operating Partnership and
    NYSCRF (previously filed as Exhibit 4.22 to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.23

The Rouse Company and The First National Bank of Chicago
    (Trustee) Indenture dated as of February 24, 1995
    (previously filed as Exhibit 4.23 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2004 which was filed with
    the SEC on March 22, 2005).4
.24

The Rouse Company LP, TRC Co-Issuer, Inc. and LaSalle Bank
    National Association (Trustee) Indenture dated May 5, 2006
    (previously filed as Exhibit 4.24 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2006, which was filed with
    the SEC on March 1, 2007).4
.25

Second Amended and Restated Credit Agreement dated as of
    February 24, 2006 among General Growth Properties, Inc.,
    Operating Partnership and GGPLP L.L.C., as Borrowers; the
    several lenders from time to time parties thereto; Banc of
    America Securities LLC, Eurohypo AG, New York Branch
    (Eurohypo) and Wachovia Capital Markets, LLC, as
    Arrangers; Eurohypo, as Administrative Agent; Bank of America,
    N.A., and Wachovia Bank, National Association, as Syndication
    Agents; and Lehman Commercial Paper, Inc., as Documentation
    Agent (previously filed as Exhibit 4.1 to the Current
    Report on
    Form 8-K
    dated February 24, 2006 which was filed with the SEC on
    March 2, 2006). S-2




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4
.26

Indenture, dated as of April 16, 2007, between the
    Operating Partnership and LaSalle Bank National Association
    (previously filed as Exhibit 4.1 to the Current Report on
    Form 8-K
    dated April 16, 2007, which was filed with the SEC on
    April 19, 2007).10
.1

Second Amended and Restated Agreement of Limited Partnership of
    the Operating Partnership dated April 1, 1998 (the LP
    Agreement) (previously filed as Exhibit 10.1 to the
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.2

First Amendment to the LP Agreement dated as of June 10,
    1998 (previously filed as Exhibit 10(B) to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2002 which was filed with
    the SEC on March 14, 2003).10
.3

Second Amendment to the LP Agreement dated as of June 29,
    1998 (previously filed as Exhibit 10(C) to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2002 which was filed with
    the SEC on March 14, 2003).10
.4

Third Amendment to the LP Agreement dated as of
    February 15, 2002 (previously filed as Exhibit 10.4 to
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.5

Amendment to the LP Agreement dated as of April 24, 2002
    (previously filed as Exhibit 10.5 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.6

Fourth Amendment to the LP Agreement dated as of July 10,
    2002 (previously filed as Exhibit 10.6 to the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.7

Amendment to the LP Agreement dated as of November 27, 2002
    (previously filed as Exhibit 10(G) to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002 which was filed with
    the SEC on March 14, 2003).10
.8

Sixth Amendment to the LP Agreement and Exhibit A to the
    Amendment dated as of November 20, 2003 (previously filed
    as Exhibit 10.8 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2003 which was filed with
    the SEC on March 12, 2004).10
.9

Amendment to the LP Agreement and Exhibit A to the
    Amendment dated as of December 11, 2003 (previously filed
    as an Exhibit 10.9 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2003 which was filed with
    the SEC on March 12, 2004).10
.10

Amendment to the LP Agreement dated March 5, 2004
    (previously filed as Exhibit 10.1 to the Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended March 31, 2004 which was
    filed with the SEC on May 7, 2004).10
.11

Amendment to the LP Agreement dated November 12, 2004
    (previously filed as Exhibit 10.3 to the Current Report on
    Form 8-K/A
    dated November 12, 2004 which was filed with the SEC on
    November 18, 2004).10
.12

Amendment to the LP Agreement dated September 30, 2006
    (previously filed as Exhibit 10.12 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2006, which was filed with
    the SEC on March 1, 2007).10
.13

Twelfth Amendment to the LP Agreement dated December 31,
    2006 (previously filed as Exhibit 10.13 to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2006, which was filed with
    the SEC on March 1, 2007).10
.14

Second Amended and Restated Operating Agreement of GGPLP L.L.C.
    dated April 17, 2002 (the LLC Agreement)
    (previously filed as Exhibit 10.14 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.15

First Amendment to the LLC Agreement dated April 23, 2002
    (previously filed as Exhibit 10.15 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.16

Second Amendment to the LLC Agreement dated May 13, 2002
    (previously filed as Exhibit 10.16 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008). S-3




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10
.17

Third Amendment to the LLC Agreement dated October 30, 2002
    (previously filed as Exhibit 10(Y) to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002 which was filed with
    the SEC on March 14, 2003).10
.18

Fourth Amendment to the LLC Agreement dated April 7, 2003
    (previously filed as Exhibit 10.1 to the Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended March 31, 2003 which was
    filed with the SEC on May 9, 2003).10
.19

Fifth Amendment to the LLC Agreement dated April 11, 2003
    (previously filed as Exhibit 10.2 to the Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended March 31, 2003 which was
    filed with the SEC on May 9, 2003).10
.20

Sixth Amendment to the LLC Agreement dated November 12,
    2004 (previously filed as Exhibit 10.2 to the Current
    Report on
    Form 8-K/A
    dated November 12, 2004 which was filed with the SEC on
    November 18, 2004).10
.21

Operating Agreement dated November 10, 1999, between the
    Operating Partnership, NYSCRF, and GGP/Homart II L.L.C.
    (previously filed as Exhibit 10.20 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.22

Amendment to the Operating Agreement of GGP/Homart II
    L.L.C. dated November 22, 2002 (previously filed as
    Exhibit 10.21 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.23

Letter Amendment to the Operating Agreement of
    GGP/Homart II L.L.C. dated January 31, 2003
    (previously filed as Exhibit 10.22 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.24

Second Amendment to the Operating Agreement of
    GGP/Homart II L.L.C. dated January 31, 2003
    (previously filed as Exhibit 10.23 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.25

Third Amendment to the Operating Agreement of GGP/Homart II
    L.L.C. dated February 8, 2008 (previously filed as
    Exhibit 10.25 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.26

Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated
    August 26, 2002, between the Operating Partnership,
    Teachers Retirement System of the State of Illinois and
    GGP-TRS L.L.C. (previously filed as Exhibit 10.24 to the
    Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.27

First Amendment to Amended and Restated Operating Agreement of
    GGP-TRS L.L.C. dated December 19, 2002 (previously filed as
    Exhibit 10.25 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.28

Second Amendment to Amended and Restated Operating Agreement of
    GGP-TRS L.L.C. dated November 1, 2005 (previously filed as
    Exhibit 10.26 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).10
.29*

Summary of Non-Employee Director Compensation Program
    (previously filed as Exhibit 10.29 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.30

Contingent Stock Agreement, effective January 1, 1996, by
    The Rouse Company and in favor of and for the benefit of the
    Holders and the Representatives (as defined therein) (previously
    filed as Exhibit 10.30 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.31

Assumption Agreement dated October 19, 2004 by General
    Growth Properties, Inc. and The Rouse Company in favor of and
    for the benefit of the Holders and the Representatives (as
    defined therein) (previously filed as Exhibit 99.2 to the
    Registration Statement on
    Form S-3/A
    (No. 333-120373)
    which was filed with the SEC on December 23, 2004).10
.32

Indemnity Agreement dated as of February 2006 by the Company and
    The Rouse Company, LP. (previously filed as Exhibit 10.1 to
    the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006 which was
    filed with the SEC on May 10, 2006). S-4




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10
.33*

General Growth Properties, Inc. 1998 Incentive Stock Plan, as
    amended (previously filed as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005 which was
    filed with the SEC on August 8, 2005).10
.34*

Amendment dated November 8, 2006 and effective
    January 1, 2007 to General Growth Properties, Inc. 1998
    Incentive Stock Plan (previously filed as Exhibit 10.1 to
    the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006 which was
    filed with the SEC on November 8, 2006).10
.35*

Form of Option Agreement pursuant to 1998 Incentive Stock Plan
    (previously filed as Exhibit 10.47 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2004 which was filed with
    the SEC on March 22, 2005).10
.36*

General Growth Properties, Inc. 2003 Incentive Stock Plan, as
    amended (previously filed as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006 which was
    filed with the SEC on August 9, 2006).10
.37*

Amendment dated November 8, 2006 and effective
    January 1, 2007 to General Growth Properties, Inc. 2003
    Incentive Stock Plan (previously filed as Exhibit 10.2 to
    the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2006 which was
    filed with the SEC on November 8, 2006).10
.38*

Form of Option Agreement pursuant to 2003 Incentive Stock Plan
    (previously filed as Exhibit 10.48 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2004 which was filed with
    the SEC on March 22, 2005).10
.39*

Form of Employee Restricted Stock Agreement pursuant to the 2003
    Incentive Stock Plan (previously filed as Exhibit 10.2 to
    the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006 which was
    filed with the SEC on August 9, 2006).10
.40*

Form of Non-Employee Director Restricted Stock Agreement
    pursuant to the 2003 Incentive Stock Plan (previously filed as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006 which was
    filed with the SEC on August 9, 2006).21


List of Subsidiaries (previously filed as Exhibit 21 to the
    Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).23
.1

Consent of Deloitte & Touche LLP (filed herewith).23
.2

Consent of KPMG LLP (filed herewith).31
.1

Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).31
.2

Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).32
.1

Certification of Chief Executive Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).32
.2

Certification of Chief Financial Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).99
.1

Financial Statements of TRCLP, a wholly owned subsidiary of
    GGPLP (previously filed as Exhibit 99.1 to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).  S-5