##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (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, 2006oro

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. o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 



GENERAL
    GROWTH PROPERTIES, INC.
    Annual Report on
    Form 10-K
    December 31, 2006
    TABLE OF CONTENTS
  Item No.



Page NumberPart I1.

Business


11A.

Risk
    Factors


61B.

Unresolved Staff
    Comments


152.

Properties


153.

Legal
    Proceedings


274.

Submission of
    Matters to a Vote of Security Holders


27Part II5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


276.

Selected Financial
    Data


297.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


317A.

Quantitative and
    Qualitative Disclosures About Market Risk


498.

Financial
    Statements and Supplementary Data


499.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


499A.

Controls and
    Procedures


499B.

Other
    Information


52Part III10.

Directors,
    Executive Officers and Corporate Governance


5211.

Executive
    Compensation


5212.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


5213.

Certain
    Relationships, Related Transactions and Director
    Independence


5314.

Principal
    Accounting Fees and Services


53Part IV15.

Exhibits and
    Financial Statement Schedules


53Signatures


54Consolidated
    Financial Statements


F-1Consolidated Financial
    Statement Schedule


F-55Exhibit Index


S-1Certificate of DesignationsIndenture dated May 5, 2006Amendment to the LP AgreementTwelfth Amendment to the LP AgreementList of SubsidiariesConsent of Deloitte & Touche LLPConsent of KPMG LLPCertification of CEOCertification of CFOCertification of CEOCertification of CFOFinancial Statements of TRCLP   i




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##### Table of Contents



PART I  Item 1.
    Business  Form 10-K
  Overview
      
    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    day-to-day
  General
    Development of Business
    
    Development activities, including
    ground-up
    development and redevelopment and expansion of existing
    properties. In 2006, we substantially completed the
    ground-up
    development of Pinnacle Hills Promenade in Rogers, Arkansas;
    Otay Ranch Town Center in Chula Vista (San Diego),
    California; Lincolnshire Commons in Lincolnshire (Chicago),
    Illinois; and Shopping Leblon in Rio de Janeiro, Brazil. During
    2006, we completed 33 development projects totaling over
    $250 million. Unlike prior years when our developments
    consisted almost exclusively of traditional shopping malls, our
    current development activity includes alternative uses and
    densification. Certain of our current developments include
    residential, hotel and office space. Development expenditures,
    including
    ground-up
    developments, redevelopments and expansions, exceeded
    $600 million in 2006 and are expected to approximate
    $1 billion in 2007. 1




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
    Continued maximization of our retail operations through
    proactive property management and leasing and through operating
    cost reductions. Specific actions to increase productivity of
    our properties have included changing the tenant mix and
    integrating new retail formats such as power, lifestyle and
    mixed use centers.
    Increasing our international focus, which includes both
    attracting international retailers into our existing domestic
    centers and investing in retail properties overseas. As of
    December 31, 2006, we had investments in joint ventures in
    Brazil, Turkey and Costa Rica totaling approximately
    $128.0 million. Our joint ventures in Brazil have ownership
    interests in five operating retail centers, two third-party
    management companies, and two retail centers under development
    and our joint ventures in Turkey own a third party management
    company and one retail center under development.
    As the TRC Merger was primarily funded with new acquisition
    debt, management and refinancing of our current debt.  Financial
    Information About Industry Segments
    Narrative
    Description of Business
  Retail
    and Other Segment
    Retail
    Portfolio
       2




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Category

% of Square Feet


Representative TenantsSpecialty (includes personal
    services)


22
%

Lenscrafters, Mastercuts,
    Mia & Maxx, Pearl Vision, The Picture People, RegisFamily Apparel (includes unisex)


15


Banana Republic, Eddie Bauer,
    Express, Gap, J. Crew, Old NavyWomens Apparel


13


Ann Taylor, bebe, Chicos,
    Christopher & Banks, Coldwater Creek, H & M,
    J. Jill, Lane Bryant, New York & Co., Talbots,
    Victorias SecretTeen Apparel


9


Abercrombie & Fitch,
    Aeropostale, American Eagle, Forever 21,
    Hollister & Co., Hot Topic, Limited Too, Pacific
    Sunwear, ZumiezShoes


9


Aldo, Champs, Easy Spirit,
    Finish Line, FootLocker, Journeys, Nine West, Payless
    Shoesource, Shoe DeptRestaurants


7


Applebees, Cheesecake
    Factory, Maggianos, Panera Bread, PF Changs, Red
    Robin, Ruby Tuesday, TGI FridaysHome Entertainment and Electronics


4


Apple Computer, Brookstone, EB
    Games, FYE, Gamestop, RadioShack, Ritz Camera, Sharper Image,
    SuncoastHome Furnishings


4


Bombay, Crate & Barrel,
    Kirklands, Pottery Barn, Select Comfort, Williams-Sonoma,
    Z GallerieSporting Goods


3


Dicks Sporting Goods,
    Hibbetts, MC Sports, Pro Image, Scheels All SportsGifts (includes stationery, cards,
    gifts and novelty)


3


Carlton Cards, Hallmark, Papyrus,
    Spencer Gifts, Things Remembered, Yankee CandleFast Food/Food Court


3


Arbys, Auntie Annes,
    Chick-Fil-A, McDonalds, Sbarro, Subway, Taco BellJewelry


3


Bailey, Banks, & Biddle;
    Ben Bridge Jewelers; Helzberg Diamonds; Kay Jewelers; Piercing
    Pagoda; Whitehall Co. Jewellers; Zales JewelersChildrens Merchandise


2


Abercrombie Kids,
    Build-A-Bear
    Workshop, Childrens Place, Club Libby Lu, Gap Kids,
    Gymboree, Janie & Jack, Stride RitePersonal Care


2


Aveda, Bath & Body Works,
    Crabtree & Evelyn, M.A.C., LOccitane, Origins,
    Sephora, Trade SecretSpecialty Food (includes health,
    candy and coffee)


1


Gloria Jeans Gourmet Coffee,
    GNC, Godiva Chocolatier, Rocky Mountain Chocolate Factory,
    Starbucks, Vitamin WorldTOTAL


100
%    3




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Other
    Office, Industrial and Mixed-Use Buildings
    Master
    Planned Communities Segment
    As of December 31, 2006Total


RemainingGross


SaleableProject

Location

Acres(1)


Acres(2)Columbia

Baltimore, Maryland/Washington
    D.C. corridor


18,000



417Fairwood

Prince Georges County,
    Maryland


1,100



163Summerlin

Northwest of Las Vegas, Nevada


22,500



6,415Bridgeland

Western Houston, Texas


10,200



6,519Woodlands(3)

Houston, Texas


28,400



3,002     (1)
    
    Total Gross Acres encompasses all of the land located within the
    borders of the Master Planned Community, including parcels
    already sold, saleable parcels and non-saleable areas, such as
    roads, parks and recreation and conservation areas.(2)
    
    Remaining Saleable Acres includes only parcels that are intended
    for sale. Remaining saleable acres is likely to change over time
    as the master plan for a particular project is developed over
    time.(3)
    
    We own 52.5% of Woodlands. Total gross acres and remaining
    saleable acres represent 100% of the project.    Other
    Business Information
  Competition
      
    Consumer demographics
    Quality, design and location of properties
    Total number and geographic distribution of properties
    Diversity of retailers and anchor tenants at shopping center
    locations
    Management and operational expertise
    Rental rates   4




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
    Subject to certain limitations, the funds necessary for cash
    acquisitions are available to us from a combination of sources,
    including mortgage or unsecured financing or the issuance of
    public or private debt or equity.
    We have the flexibility to pay for an acquisition with a
    combination of cash, GGP equity securities or common or
    preferred units of limited partnership interest in the Operating
    Partnership. This last approach may create the opportunity for a
    tax-advantaged transaction for the seller.
    Our expertise allows us to evaluate proposed acquisitions of
    existing retail properties for their increased profit potential
    through expansion, remodeling, re-merchandising and more
    efficient management of the property.      
    The size and scope of our master planned communities
    The recreational and cultural amenities available within the
    communities
    The commercial centers in the communities
    Our relationships with homebuilders
    The proximity to major metropolitan areas    Environmental
    Matters
    and/or
 5




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Employees
    Qualification
    as a Real Estate Investment Trust and Taxability of
    Distributions
  Sections 856-858
  Available
    Information
  www.ggp.com Form 10-K, Form 10-Q, Form 8-K
 Item 1A.  Risk
    Factors  Risks
    Related to Real Estate Investments
  We
    invest primarily in regional shopping centers and other retail
    properties, which are subject to a number of significant risks
    which are beyond our control
    
    The regional and local economy, which may be negatively impacted
    by plant closings, industry slowdowns, adverse weather
    conditions, natural disasters and other factors
    Local real estate conditions, such as an oversupply of, or a
    reduction in demand for, retail space or retail goods, and the
    availability and creditworthiness of current and prospective
    tenants
    Perceptions by retailers or shoppers of the safety, convenience
    and attractiveness of the retail property
    The convenience and quality of competing retail properties and
    other retailing options such as the Internet 6




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
    Changes in laws and regulations applicable to real property,
    including tax and zoning laws
    Changes in interest rate levels and the availability and cost of
    financing    We
    depend on leasing space to tenants on economically favorable
    terms and collecting rent from these tenants, who may not be
    able to pay
    Bankruptcy
    or store closures of tenants may decrease our revenues and
    available cash
    We may
    be negatively impacted by department store
    consolidations
    It may
    be difficult to buy and sell real estate quickly, and transfer
    restrictions apply to some of our properties
   7




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Risks
    Related to our Business
  We
    develop and expand properties, and this activity is subject to
    various risks
    
    We may abandon development or expansion activities already under
    way, which may result in additional cost recognition
    Construction costs of a project may exceed original estimates or
    available financing, possibly making the project unfeasible or
    unprofitable
    We may not be able to obtain financing or to refinance
    construction loans, which generally have full recourse to us
    We may not be able to obtain zoning, occupancy or other required
    governmental permits and authorizations
    Occupancy rates and rents at a completed project may not meet
    projections and, therefore, the project may not be profitable
    We may not be able to obtain Anchor, mortgage lender and
    property partner approvals, if applicable, for expansion or
    redevelopment activities    We may
    incur costs to comply with environmental laws
  clean-up
    We are
    in a competitive business
     8




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We may
    not be able to obtain capital to make investments
    Some
    of our properties are subject to potential natural or other
    disasters
        Inflation
    may adversely affect our financial condition and results of
    operations
    
    Decreasing tenant sales as a result of decreased consumer
    spending which could result in lower overage rents
    Difficulty in replacing or renewing expiring leases with new
    leases at higher base
    and/or
    overage rents
    An inability to receive reimbursement from our tenants for their
    share of certain operating expenses, including common area
    maintenance, real estate taxes and insurance    We
    have certain ownership interests outside the United States which
    may increase in relative significance over time
    
    Difficulties in managing international operations
    Changes in foreign political environments, regionally,
    nationally, and locally 9




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
    Challenges of complying with a wide variety of foreign laws
    including corporate governance, operations, taxes and litigation
    Differing lending practices
    Differences in cultures
    Adverse effects of changes in exchange rates for foreign
    currencies
    Changes in applicable laws and regulations in the United States
    that affect foreign operations
    Obstacles to the repatriation of earnings and cash    Risks
    Related to our Organizational and Financial Structure that Give
    Rise to Operational and Financial Risks
  Our
    substantial indebtedness could adversely affect our financial
    health and operating flexibility
      
    Limiting our ability to borrow additional amounts for working
    capital, capital expenditures, debt service requirements,
    execution of our growth strategy or other purposes
    Limiting our ability to use operating cash flow in other areas
    of our business because we must dedicate a substantial portion
    of these funds to service the debt
    Increasing our vulnerability to general adverse economic and
    industry conditions, including increases in interest rates,
    particularly given our substantial indebtedness which bears
    interest at variable rates
    Limiting our ability to capitalize on business opportunities,
    including the acquisition of additional properties, and to react
    to competitive pressures and adverse changes in government
    regulation
    Limiting our ability or increasing the costs to refinance
    indebtedness
    Limiting our ability to enter into marketing and hedging
    transactions by reducing the number of counterparties with whom
    we can enter into such transactions as well as the volume of
    those transactions    
    Incur indebtedness
    Create liens on assets
    Sell assets
    Make capital expenditures 10




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
    Engage in mergers and acquisitions      We
    share control of some of our properties with other investors and
    may have conflicts of interest with those
    investors
      Bankruptcy
    of joint venture partners could impose delays and costs on us
    with respect to the jointly owned retail
    properties
    Payments
    by our direct and indirect subsidiaries of dividends and
    distributions to us may be adversely affected by prior payments
    to these subsidiaries creditors and preferred security
    holders
     11




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We
    might fail to qualify or remain qualified as a
    REIT
      An
    ownership limit and certain anti-takeover defenses and
    applicable law may hinder any attempt to acquire
    us
  The Ownership Limit.
  Selected Provisions of our Charter
    Documents.
  
    To cause us to issue additional authorized but unissued shares
    of common stock or preferred stock
    To classify or reclassify, in one or more series, any unissued
    preferred stock
    To set the preferences, rights and other terms of any classified
    or reclassified stock that we issue  Stockholder Rights Plan.
  Selected Provisions of Delaware Law.
 12




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
    Before that person became an interested stockholder, our board
    of directors approved the transaction in which the interested
    stockholder became an interested stockholder or approved the
    business combination
    Upon completion of the transaction that resulted in the
    interested stockholder becoming an interested stockholder, the
    interested stockholder owned at least 85% of our voting stock
    outstanding at the time the transaction commenced, excluding for
    purposes of determining the voting stock outstanding (but not
    the outstanding voting stock owned by the interested
    stockholder) stock held by directors who are also officers of
    the company and by employee stock plans that do not provide
    employees with the right to determine confidentially whether
    shares held under the plan will be tendered in a tender or
    exchange offer
    Following the transaction in which that person became an
    interested stockholder, the business combination is approved by
    our board of directors and authorized at a meeting of
    stockholders by the affirmative vote of the holders of at least
    two-thirds of our outstanding voting stock not owned by the
    interested stockholder      We are
    impacted by tax-related obligations to some of our
    partners
      Risks
    Related to the TRC Merger
  We may
    not realize the full anticipated benefits of the TRC
    Merger
    Limitations
    on the sale of the TRCLP assets may affect our cash
    flow
    We
    have significant obligations under a Contingent Stock Agreement
    we assumed in the TRC Merger
   13




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Risks
    Related to our Common Stock
  Our
    common stock price may be volatile, and consequently investors
    may not be able to resell their common stock at or above their
    purchase price
    
    Our historical and anticipated quarterly and annual operating
    results
    Variations between our actual results and analyst and investor
    expectations or changes in financial estimates and
    recommendations by securities analysts
    The performance and prospects of our industry
    The depth and liquidity of the market for our common stock
    Investor perception of us and the industry in which we operate
    Domestic and international economic conditions
    The extent of institutional investor interest in us
    The reputation of REITs generally and the attractiveness of
    their equity securities in comparison to other equity
    securities, including securities issued by other real estate
    companies, and fixed income securities
    Our financial condition and performance
    General market conditions and trends    Future
    sales of our common stock may depress our stock
    price
  and/or and/or
  Increases
    in market interest rates may hurt the market price of our common
    stock
   14




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Forward-Looking
    Information
      
    Projections of our revenues, income, earnings per share, Funds
    From Operations, capital expenditures, dividends, capital
    structure or other financial items
    Descriptions of plans or objectives of our management for future
    operations, including pending acquisitions
    Forecasts of our future economic performance
    Descriptions of assumptions underlying or relating to any of the
    foregoing    
    Future repayment of debt and interest rates
    Distributions pursuant to the Contingent Stock Agreement
    Expected sales and development and acquisition expenditures in
    our Master Planned Communities segment
    Expected restructurings of certain of our operating properties
    that are currently owned by TRS entities
    Future cash needed to meet federal income tax requirements      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     15




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##### Table of Contents



Consolidated
    Retail Properties
  GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesAla Moana Center

Honolulu, HI


1,773,537



826,929

Barnes & Noble,
    Macys, Neiman Marcus, Old Navy, Sears, Shirokiya


Alameda Plaza

Pocatello, ID


190,341



190,341




2Anaheim Crossing(2)(3)

Anaheim, CA


92,170



92,170

N/A


N/AAnimas Valley Mall

Farmington, NM


490,739



241,274

Allen Theatres, Dillards,
    JCPenney, Ross Dress for Less, Sears


Apache Mall(2)

Rochester, MN


752,330



269,338

Herbergers, JCPenney,
    Macys, Sears


Arizona Center(2)

Phoenix, AZ


164,881



78,878

AMC Theatres


Augusta Mall(2)

Augusta, GA


1,073,562



324,339

Dillards, JCPenney,
    Macys, Sears


1Austin Bluffs Plaza

Colorado Springs, CO


107,402



107,402

Longs Drugs


1Bailey Hills Village

Eugene, OR


11,887



11,887

N/A


N/ABaskin Robbins

Idaho Falls, ID


1,814



1,814

N/A


N/ABaybrook Mall

Friendswood
    (Houston), TX


1,243,195



342,586

Dillards, JCPenney,
    Macys, Sears


1Bayshore Mall(2)

Eureka, CA


613,371



393,113

Gottschalks, Mervyns, Sears


Bayside Marketplace(2)

Miami, FL


226,289



226,289

N/A


N/ABeachwood Place

Beachwood, OH


905,486



325,906

Dillards, Nordstrom, Saks
    Fifth Avenue


Bellis Fair

Bellingham
    (Seattle), WA


773,050



334,726

JCPenney, Kohls, Macys,
    Macys Home Store, Sears, Target


Birchwood Mall

Port Huron
    (Detroit), MI


787,222



330,993

GKC Theaters, JCPenney,
    Macys, Sears, Target, Younkers


Boise Plaza

Boise, ID


114,404



114,404

Albertsons, Burlington Coat
    Factory


Boise Towne Plaza(3)

Boise, ID


116,677



116,677

Circuit City, Linens N
    Things, Old Navy


Boise Towne Square

Boise, ID


1,165,352



495,323

JCPenney, Dillards,
    Macys, Mervyns, Sears


The Boulevard Mall

Las Vegas, NV


1,184,547



396,511

Dillards, JCPenney,
    Macys, Sears


Burlington Town Center(3)

Burlington, VT


308,770



162,017

Macys


Cache Valley Mall

Logan, UT


321,723



175,891

Dillards, Dillards
    Mens & Home, JCPenney


Cache Valley Marketplace

Logan, UT


179,996



179,996

Home Depot, Olive Garden, T.J. Maxx


Canyon Point Village Center

Las Vegas, NV


57,229



57,229

N/A


N/ACapital Mall

Jefferson City, MO


518,880



285,803

Dillards, JCPenney, Sears


Century Plaza

Birmingham, AL


738,867



252,911

Sears


3 16




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GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesChapel Hills Mall

Colorado Springs, CO


1,211,271



415,832

Dicks Sporting Goods,
    Dillards, JCPenney, Kmart, Macys, Sears


1Chico Mall

Chico, CA


502,891



177,308

Gottschalks, Gottschalks Home
    Store, JCPenney, Sears


1Coastland Center

Naples, FL


910,759



320,369

Dillards, JCPenney,
    Macys, Sears


Collin Creek

Plano, TX


1,118,408



328,325

Dillards, JCPenney,
    Macys, Sears


1Colony Square Mall

Zanesville, OH


514,951



268,169

Cinemark, Elder-Beerman, JCPenney,
    Sears


Columbia Mall

Columbia, MO


747,626



326,566

Dillards, JCPenney, Sears,
    Target


Coral Ridge Mall

Coralville (Iowa City), IA


1,075,581



420,416

Dillards, JCPenney,
    Scheels, Sears, Target, Younkers


Coronado Center(2)

Albuquerque, NM


1,151,919



377,590

Barnes & Noble, JCPenney,
    Macys, Mervyns, Sears, Target


Cottonwood Mall

Salt Lake City, UT


734,018



354,510

JCPenney, Macys


Cottonwood Square(2)

Salt Lake City, UT


77,079



77,079




1Country Hills Plaza

Ogden, UT


140,097



140,097

McKay-Dee Hospital Center,
    Smiths Food King


The Crossroads

Portage (Kalamazoo), MI


769,821



266,861

JCPenney, Macys, Sears


1Crossroads Center

St. Cloud, MN


890,078



284,398

JCPenney, Macys,
    Scheels, Sears, Target


Cumberland Mall

Atlanta, GA


1,037,629



387,407

Costco, Macys, Sears


Division Crossing

Portland, OR


100,910



100,910

Rite Aid, Safeway


Eagle Ridge Mall

Lake Wales
    (Orlando), FL


657,304



261,849

Dillards, JCPenney,
    Recreation Station, Regal Cinemas, Sears


Eastridge Mall

San Jose, CA


1,313,025



478,631

AMC 15, Bed Bath &
    Beyond, JCPenney, Macys, Sears, Sport Chalet


Eastridge Mall

Casper, WY


571,910



282,114

JCPenney, Macys, Sears, Target


Eden Prairie Center

Eden Prairie
    (Minneapolis), MN


1,007,023



327,442

AMC Theatres, JCPenney,
    Kohls, Sears, Target, Von Maur


Fallbrook Center

West Hills
    (Los Angeles), CA


877,782



877,782

24 Hour Fitness, DSW Shoe
    Warehouse, Home Depot, Kohls, Linens N Things,
    Mervyns, Michaels Arts & Crafts, Old Navy,
    Party City


1Faneuil Hall Marketplace(2)

Boston, MA


198,364



198,364

N/A


N/AFashion Place(2)

Murray, UT


876,779



310,806

Dillards, Nordstrom, Sears


Fashion Show

Las Vegas, NV


1,898,078



538,187

Bloomingdales Home,
    Dillards, Macys, Neiman Marcus, Nordstrom, Saks
    Fifth Avenue


1Foothills Mall

Fort Collins, CO


804,377



464,280

Macys, Sears


2Fort Union(2)

Midvale (Salt Lake City), UT


32,968



32,968

N/A


N/AFour Seasons Town Centre

Greensboro, NC


1,141,326



499,310

Belk, Dillards, JCPenney


 17




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##### Table of Contents



GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesFox River Mall

Appleton, WI


1,207,363



518,726

Cost Plus World Market,
    Davids Bridal, DSW Shoe Warehouse, Factory Card Outlet,
    JCPenney, Linens N Things, Macys,
    Scheels, Sears


Fremont Plaza(2)

Las Vegas, NV


115,862



115,862

Asian Seafood & Grocery,
    Sav-On Drugs


The Gallery at Harborplace(2)

Baltimore, MD


132,105



132,105

N/A


N/AGateway Crossing Shopping Center

Bountiful
    (Salt Lake City), UT


183,526



183,526

All A Dollar, Barnes &
    Noble, T.J. Maxx


Gateway Mall

Springfield, OR


824,152



342,446

24 Hour Fitness, Ashley Furniture
    Homestore, Kohls, Movies 12, Ross Dress for Less,
    Sears, Target


Glenbrook Square

Fort Wayne, IN


1,210,029



433,159

JCPenney, Macys, Sears


1Governors Square(2)

Tallahassee, FL


1,021,989



330,384

Dillards, JCPenney,
    Macys, Sears


The Grand Canal Shoppes

Las Vegas, NV


512,815



512,815

N/A


N/AGrand Teton Mall

Idaho Falls, ID


543,084



219,159

Dillards, JCPenney,
    Macys, Sears


Grand Teton Plaza

Idaho Falls, ID


93,274



93,274

Best Buy, Linens N
    Things, Petsmart, Ross Dress for Less


Grand Traverse Mall

Traverse City, MI


592,774



279,383

GKC Theaters, JCPenney,
    Macys, Target


Greenwood Mall

Bowling Green, KY


847,578



418,525

Dillards, JCPenney,
    Macys, Sears


Halsey Crossing(2)

Gresham (Portland), OR


99,438



99,438

Safeway


Harborplace(2)

Baltimore, MD


153,371



153,371

N/A


N/AHulen Mall

Fort Worth, TX


941,681



345,111

Dillards, Macys, Sears


Jordan Creek Town Center

West Des Moines, IA


1,335,574



793,875

Century Theatres, Dillards,
    Scheels, Younkers


Knollwood Mall

St. Louis Park
    (Minneapolis), MN


463,907



167,684

Cub Foods, Kohls,
    Steve & Barrys University Sportswear, T.J. Maxx


Lakeside Mall

Sterling Heights, MI


1,529,736



507,138

JCPenney, Lord & Taylor,
    Macys, Macys Mens & Home, Sears


Lakeview Square

Battle Creek, MI


552,563



260,970

JCPenney, Macys, Sears


Landmark Mall(2)

Alexandria
    (Washington, D.C.), VA


884,596



325,659

Lord & Taylor,
    Macys, Sears


Lansing Mall(2)

Lansing, MI


836,390



413,220

JCPenney, Macys,
    Steve & Barrys University Sportswear, T.J. Maxx,
    Younkers


Lincolnshire Commons

Lincolnshire
    (Chicago), IL


88,894



88,894

N/A


N/ALockport Mall

Lockport, NY


336,070



122,989

The Bon Ton


2Lynnhaven Mall

Virginia Beach, VA


1,174,106



458,659

AMC Theatres, Dicks Sporting
    Goods, Dillards, JCPenney, Macys, Steve &
    Barrys University Sportswear


 18




---



##### Table of Contents



GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesThe Maine Mall

South Portland, ME


1,020,001



347,067

Best Buy, Chuck E Cheese, JCPenney,
    Linens N Things, Macys, Sears, Sports Authority


Mall at Sierra Vista

Sierra Vista, AZ


362,053



130,783

Cinemark, Dillards, Sears


The Mall in Columbia

Columbia, MD


1,399,642



599,474

JCPenney, Lord & Taylor,
    Macys, Nordstrom, Sears


Mall of Louisiana

Baton Rouge, LA


1,316,055



508,573

Dillards, Dillards
    Mens & Home, JCPenney, Macys, Sears


Mall of the Bluffs

Council Bluffs
    (Omaha, NE), IA


703,732



377,510

Dillards, Hy-Vee, JCPenney,
    Sears, Target


Mall St. Matthews

Louisville, KY


1,085,896



350,191

Dillards, Dillards
    Mens & Home, JCPenney


1Mall St. Vincent(2)

Shreveport, LA


533,738



185,738

Dillards, Sears


Market Place Shopping Center

Champaign, IL


1,041,426



505,680

Bergners, JCPenney,
    Macys, Sears


Mayfair

Wauwatosa
    (Milwaukee), WI


1,112,898



493,514

AMC Theatres, Barnes &
    Noble, Boston Store, Macys


Meadows Mall

Las Vegas, NV


956,948



320,095

Dillards, JCPenney,
    Macys, Sears


Metro Plaza

Baltimore, MD


85,289



85,289

N/A


N/AMondawmin Mall

Baltimore, MD


361,506



294,806

Shoppers Food and Pharmacy


North Plains Mall

Clovis, NM


303,613



109,532

Bealls, Dillards,
    JCPenney, Sears


North Star Mall

San Antonio, TX


1,257,407



432,535

Dillards, Macys,
    Mervyns Saks Fifth Avenue


1North Temple Shops

Salt Lake City, UT


10,181



10,181

N/A


N/ANorth Town Mall

Spokane, WA


1,046,358



414,864

JCPenney, Macys,
    Mervyns, Regal Cinemas, Sears, Steve &
    Barrys University Sportswear


1Northgate Mall

Chattanooga, TN


824,191



358,871

JCPenney, Proffitts,
    Proffitts Home Store, Sears, T.J. Maxx


Northridge Fashion Center

Northridge
    (Los Angeles), CA


1,443,563



568,120

JCPenney, Macys, Pacific
    Theatres, Sears


1Oak View Mall

Omaha, NE


865,003



260,743

Dillards, JCPenney, Sears,
    Younkers


Oakwood Center

Gretna, LA


949,426



351,079

Dillards, JCPenney, Sears


(4
)Oakwood Mall

Eau Claire, WI


818,933



333,857

JCPenney, Macys,
    Scheels, Sears, Younkers


Oglethorpe Mall

Savannah, GA


945,582



365,434

Belk, JCPenney, Macys,
    Macys Junior, Sears, Stein Mart


Orem Plaza Center Street

Orem, UT


90,218



90,218

Chuck E Cheese, Roberts Crafts


Orem Plaza State Street

Orem, UT


27,557



27,557

N/A


N/AOviedo Marketplace

Oviedo, FL


951,286



286,357

Bed Bath & Beyond,
    Dillards, Macys, Regal Cinemas, Sears


Owings Mills Mall

Owings Mills, MD


1,083,447



436,410

Boscovs, JCPenney,
    Macys


1Oxmoor Center

Louisville, KY


928,545



281,335

Dicks Sporting Goods,
    Macys, Sears, Von Maur


 19




---



##### Table of Contents



GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesParamus Park

Paramus, NJ


769,156



310,099

Macys, Sears


Park City Center

Lancaster
    (Philadelphia), PA


1,374,133



510,944

The Bon Ton, Boscovs,
    JCPenney, Kohls, Sears


Park Place

Tucson, AZ


1,047,141



392,404

Century Theatres, Dillards,
    Macys, Sears


Peachtree Mall

Columbus, GA


820,202



311,587

Dillards, JCPenney,
    Macys, Parisian


Pecanland Mall

Monroe, LA


945,248



329,812

Belk, Dillards, JCPenney,
    Sears


1Piedmont Mall

Danville, VA


725,122



173,384

Belk, Belk Mens,
    Boscovs, JCPenney, Sears


Pierre Bossier Mall

Bossier City
    (Shreveport), LA


607,022



213,724

Dillards, JCPenney, Sears,
    Stage


1Pine Ridge Mall(2)

Pocatello, ID


641,654



203,667

Dillards, JCPenney, Sears,
    ShopKo


1The Pines

Pine Bluff, AR


644,469



262,049

Dillards, Holiday Inn
    Express, JCPenney, Sears


1Pioneer Place(2)

Portland, OR


368,183



287,183

Saks Fifth Avenue


Plaza 800(2)

Sparks (Reno), NV


176,431



176,431

Albertsons


1Plaza 9400(2)

Sandy
    (Salt Lake City), UT


228,661



228,661

Albertsons, Deseret Industries


1Prince Kuhio Plaza(2)

Hilo, HI


504,807



272,185

Macys, Sears


1Providence Place(2)

Providence, RI


1,258,733



513,185

Bed Bath & Beyond,
    Dave & Busters, JCPenney, Macys, National
    Amusements Cinema 16, Nordstrom, Old Navy


Provo Towne Centre(3)

Provo, UT


801,014



230,945

Cinemark, Dillards, JCPenney,
    Sears


Red Cliffs Mall

St. George, UT


383,131



108,431

Dillards, JCPenney, Sears


1Red Cliffs Plaza

St. George, UT


57,304



57,304

Golds Gym, Sears


Redlands Mall

Redlands, CA


173,997



78,938

Gottschalks


Regency Square Mall

Jacksonville, FL


1,386,950



527,944

Belk, Champs Sports/World Foot
    Locker, Dillards, Homeworks Furniture Center, JCPenney,
    Sears


Ridgedale Center

Minnetonka, MN


1,044,076



341,696

JCPenney, Macys
    Mens & Home, Macys Womens, Sears


Rio West Mall(2)(3)

Gallup, NM


515,038



333,905

Bealls, JCPenney


1River Falls Mall

Clarksville, IN


819,878



588,735

Bass Pro Shops Outdoor World, Toys
    R Us


2River Hills Mall

Mankato, MN


718,540



278,346

Herbergers, JCPenney,
    Scheels, Sears, Target


River Pointe Plaza

West Jordan
    (Salt Lake City), UT


224,252



224,252

Albertsons, ShopKo


Riverlands Shopping Center

LaPlace (New Orleans), LA


184,992



184,992

Burkes Outlet, Citi Trends,
    Mathernes Supermarkets, Stage


Riverside Plaza

Provo, UT


175,417



175,417

Big Lots, Maceys, Rite Aid


Rivertown Crossings

Grandville
    (Grand Rapids), MI


1,270,948



421,890

Dicks Sporting Goods,
    JCPenney, Kohls, Macys, Old Navy, Rivertown Cinemas,
    Sears, Younkers


Riverwalk Marketplace(2)

New Orleans, LA


189,250



189,250

N/A


N/A 20




---



##### Table of Contents



GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesRogue Valley Mall

Medford (Portland), OR


640,762



253,324

JCPenney, Kohls,
    Linens N Things, Macys, Macys Home Store


Saint Louis Galleria

St. Louis, MO


1,046,205



470,153

Dillards, Macys


1Salem Center(2)

Salem, OR


650,132



212,132

JCPenney, Macys, Nordstrom


1The Shops at La Cantera(3)

San Antonio, TX


1,017,798



388,798

Dillards, Macys, Neiman
    Marcus, Nordstrom


Sikes Senter

Wichita Falls, TX


667,551



262,027

Dillards, JCPenney, Sears,
    Sikes Ten Theatres


Silver Lake Mall

Coeur d Alene, ID


326,618



110,254

JCPenney, Macys, Sears


1Sooner Mall

Norman, OK


509,141



169,069

Dillards, JCPenney, Old Navy,
    Sears, Stein Mart


South Street Seaport(2)

New York, NY


283,783



283,783

N/A


N/ASouthlake Mall

Morrow (Atlanta), GA


1,014,204



273,952

JCPenney, Macys, Sears


1Southland Center

Taylor, MI


915,197



287,160

Best Buy, JCPenney, Macys


1Southland Mall

Hayward, CA


1,275,469



535,205

JCPenney, Macys,
    Mervyns, Sears


Southshore Mall(2)

Aberdeen, WA


291,666



157,891

JCPenney, Sears


Southwest Plaza

Littleton (Denver), CO


1,361,097



654,701

Dillards, JCPenney,
    Macys, Sears


Spokane Valley Mall(3)

Spokane, WA


737,954



318,870

JCPenney, Macys, Regal
    Act III, Sears


Spokane Valley Plaza(3)

Spokane, WA


132,048



132,048

Linens N Things, Old
    Navy, Sportsmans Warehouse, T.J. Maxx


Spring Hill Mall

West Dundee
    (Chicago), IL


1,370,930



638,135

Carson Pirie Scott, JCPenney,
    Kohls, Macys, Sears, Steve & Barrys
    University Sportswear


Staten Island Mall

Staten Island, NY


1,276,207



605,118

JCPenney, Macys, Macys
    Annex II, Macys Home Store, Sears


Stonestown Galleria

San Francisco, CA


867,391



439,098

Macys, Nordstrom


The Streets at Southpoint

Durham, NC


1,329,123



582,202

Barnes & Noble, Hudson
    Belk, JCPenney, Macys, Maggianos, Nordstrom, Pottery
    Barn, Sears, Urban Outfitters


Three Rivers Mall

Kelso, WA


430,111



236,878

JCPenney, Macys, Sears


1Town East Mall

Mesquite (Dallas), TX


1,215,358



405,972

Dillards, JCPenney,
    Macys, Sears


Tucson Mall(2)

Tucson, AZ


1,306,515



448,251

Dillards, JCPenney,
    Macys, Mervyns, Sears


1Twin Falls Crossing

Twin Falls, ID


37,680



37,680

Kalik Investors


University Crossing

Orem, UT


206,035



206,035

Barnes & Noble, CompUSA,
    Fred Meyer  Burlington Coat, OfficeMax, Pier 1
    Imports


Valley Hills Mall

Hickory, NC


931,534



320,018

Belk, Dillards, JCPenney,
    Sears


Valley Plaza Mall

Bakersfield, CA


1,178,327



451,638

Gottschalks, JCPenney, Macys,
    Sears


1Village of Cross Keys Retail

Baltimore, MD


74,112



74,112

N/A


N/AVisalia Mall

Visalia, CA


439,548



182,548

Gottschalks, JCPenney


 21




---



##### Table of Contents



GLAMall and



AnchorName of Center

Location(1)

Total


Freestanding

Anchors/Significant Tenants

VacanciesWard Centers

Honolulu, HI


743,061



700,400

Sports Authority


West Valley Mall

Tracy
    (San Francisco), CA


880,114



483,205

Gottschalks, JCPenney,
    Movies 14, Sears, Target


Westlake Center(2)

Seattle, WA


104,631



104,631

N/A


N/AWestwood Mall

Jackson, MI


508,199



136,511

Elder-Beerman, JCPenney, Wal-Mart


White Marsh Mall

Baltimore, MD


1,204,212



367,970

Boscovs, JCPenney,
    Macys, Sears, Sports Authority


1White Mountain Mall

Rock Springs, WY


330,197



175,737

Flaming Gorge Harley Davidson,
    Herbergers, JCPenney, State Of Wyoming


Willowbrook

Wayne, NJ


1,518,873



490,873

Bloomingdales,
    Lord & Taylor, Macys, Sears


Woodbridge Center

Woodbridge, NJ


1,631,080



546,045

Dicks Sporting Goods,
    Fortunoff, JCPenney, Lord & Taylor, Macys, Sears


Woodlands Village

Flagstaff, AZ


91,810



91,810




Yellowstone Square

Idaho Falls, ID


221,937



221,937

Yellowstone Warehouse


2118,303,425



51,078,033     (1)
    
    In certain cases, where a center is located in part of a larger
    metropolitan area, the metropolitan area is identified in
    parenthesis.(2)
    
    A portion of the property is subject to a ground lease.(3)
    
    Owned in a joint venture with independent, non-controlling
    minority investors.(4)
    
    Mervyns is not expected to re-open when the mall re-opens,
    which is currently expected to be October 2007.  Unconsolidated
    Retail Properties
  GLAOwnership





Mall and


Anchors/

AnchorName of Center

Location

Interest


Total


Freestanding


Significant Tenants

VacanciesAlderwood

Lynnwood (Seattle), WA


50
%


1,271,237



500,686


JCPenney, Loews Cineplex,
    Macys, Nordstrom, Sears


Altamonte Mall

Altamonte Springs (Orlando), FL


50



1,149,411



470,863


Dillards, JCPenney,
    Macys, Sears


Arrowhead Towne Center

Glendale, AZ


16.7



1,133,342



348,805


AMC Theatres, Dillards,
    JCPenney, Macys, Mervyns, Sears


Bay City Mall

Bay City, MI


50



526,742



211,091


JCPenney, Sears, Target, Younkers


Brass Mill Center and Commons

Waterbury, CT


50



1,184,909



527,570


Burlington Coat Factory, JCPenney,
    Macys, Regal Cinemas, Sears, Steve & Barrys
    University Sportswear


Bridgewater Commons

Bridgewater, NJ


35



971,547



435,658


AMC Theatres, Bloomingdales,
    Lord & Taylor, Macys


 22




---



##### Table of Contents



GLAOwnership





Mall and


Anchors/

AnchorName of Center

Location

Interest


Total


Freestanding


Significant Tenants

VacanciesCarolina Place

Pineville (Charlotte), NC


50



1,154,344



349,428


Barnes & Noble, Belk,
    Dillards, JCPenney, Macys, Sears


Center Pointe Plaza

Las Vegas, NV


50



144,635



144,635


Albertsons, CVS


Christiana Mall

Newark, DE


50



1,083,027



311,623


JCPenney, Macys


2Chula Vista Center

Chula Vista (San Diego), CA


50



876,212



288,075


JCPenney, Macys,
    Mervyns, Sears, Ultrastar Theaters


Clackamas Town Center

Portland, OR


50



1,229,899



351,210


Barnes & Noble, Century
    Theatres, JCPenney, Meier & Frank, Meier &
    Frank Home Store, Nordstrom, Sears


Columbiana Centre

Columbia, SC


50



824,184



265,207


Belk, Dillards, JCPenney,
    Sears


Deerbrook Mall

Humble (Houston), TX


50



1,204,982



366,158


AMC Theatres, Dillards,
    JCPenney, Macys, Sears


1First Colony Mall

Sugar Land (Houston), TX


50



1,108,387



489,339


Dillards, Dillards
    Mens & Home, JCPenney, Macys


Florence Mall

Florence
    (Cincinnati, OH), KY


50



889,236



336,829


JCPenney, Macys, Macys
    Home Store, Sears


Galleria at Tyler(2)

Riverside, CA


50



1,154,039



532,331


JCPenney, Macys, Nordstrom


1Glendale Galleria(2)

Glendale, CA


50



1,319,256



515,018


JCPenney, Macys,
    Mervyns, Nordstrom, Target


Highland Mall(2)

Austin, TX


50



1,116,203



397,462


Austin Leasehold Investors,
    Dillards, Dillards Mens, Macys


Kenwood Towne Centre(2)

Cincinnati, OH


50



1,200,907



549,887


Dillards, Macys,
    Parisian


Lake Mead & Buffalo
    Partners Village Center

Las Vegas, NV


50



150,948



150,948


Only 99 Cent Store, Vons


Lakeland Square

Lakeland (Orlando), FL


50



894,430



284,392


Dillards, Dillards
    Mens & Home, Inland Retail Trs. Corp, JCPenney,
    Macys, Sears


Mizner Park(2)

Boca Raton, FL


50



236,999



126,177


Mizner Park Cinema, Robb &
    Stucky


Montclair Plaza

Montclair (San Bernadino), CA


50



1,353,074



555,497


Circuit City, Ethan Allen Gallery,
    JCPenney, Linens N Things, Macys, Nordstrom,
    Sears, Ninety Nine Cent Only Store


1Moreno Valley Mall

Moreno Valley (Riverside), CA


50



1,086,776



317,585


Gottschalks, Harkins Theatre,
    JCPenney, Limited, Macys, Sears


Natick Mall

Natick (Boston), MA


50



1,129,628



402,966


JCPenney, Lord & Taylor,
    Macys, Sears


 23




---



##### Table of Contents



GLAOwnership





Mall and


Anchors/

AnchorName of Center

Location

Interest


Total


Freestanding


Significant Tenants

VacanciesNeshaminy Mall

Bensalem, PA


25



1,016,631



318,645


AMC Theatres, Boscovs,
    Macys, Sears


Newgate Mall

Ogden (Salt Lake City), UT


50



725,288



253,154


Dillards, Mervyns,
    Sears, Sports Authority, Tinsel Town


NewPark Mall

Newark (San Francisco), CA


50



1,209,906



395,058


Century Theatres, JCPenney,
    Macys, Mervyns, Sears, Target


North Point Mall

Alpharetta (Atlanta), GA


50



1,372,650



406,363


Dillards, JCPenney,
    Macys, Parisian, Sears


1Northbrook Court

Northbrook (Chicago), IL


50



1,000,941



385,022


AMC Theatres, Lord &
    Taylor, Macys, Neiman Marcus


Oakbrook Center

Oakbrook (Chicago), IL


47



2,090,601



805,621


Bloomingdales Home,
    Crate & Barrel, Eddie Bauer, Lord & Taylor,
    Macys, Neiman Marcus, Nordstrom, Sears


The Oaks Mall

Gainesville, FL


51



907,282



349,415


Belk, Dillards, JCPenney,
    Macys, Sears


Otay Ranch Town Center

Chula Vista (San Diego), CA


50



589,423



449,423


Macys


The Parks at Arlington

Arlington (Dallas), TX


50



1,509,692



423,432


AMC Theatres, Circuit City,
    Dicks Sporting Goods, Dillards, JCPenney,
    Macys, Sears, Steve & Barrys University
    Sportswear


1Park Meadows

Littleton, CO


35



1,631,482



533,482


Dicks Sporting Goods,
    Dillards, JCPenney, Macys, Nordstrom


1Pembroke Lakes Mall

Pembroke Pines
    (Fort Lauderdale), FL


50



1,136,859



355,584


Dillards, Dillards
    Mens & Home, JCPenney, Macys, Macys
    Home Store, Sears


Perimeter Mall

Atlanta, GA


50



1,560,321



507,047


Bloomingdales,
    Dillards, Macys, Nordstrom


Pinnacle Hills Promenade

Rogers, AR


50



601,228



347,688


Dillards, JCPenney


Quail Springs Mall

Oklahoma City, OK


50



1,134,643



349,843


AMC Theatres, Dillards,
    JCPenney, Macys, Sears


Riverchase Galleria

Hoover (Birmingham), AL


50



1,553,451



504,544


Belk, CompUSA, JCPenney,
    Macys, Parisian, Sears


1The Shoppes at Buckland Hills

Manchester, CT


50



1,051,380



458,769


Dicks Sporting Goods,
    JCPenney, Macys, Macys Mens & Home,
    Sears


Shopping Iguatemi Salvador

Salvador, Bahia
    (Brazil)


13



505,653



2,321


Bompreco, C&A, Cinema
    Multiplex, Lojas Americanas, Playland, Riachuelo, Renner, Zara


 24




---



##### Table of Contents



GLAOwnership





Mall and


Anchors/

AnchorName of Center

Location

Interest


Total


Freestanding


Significant Tenants

VacanciesShopping Iguatemi Campina Grande

Campina Grande, Paraiba (Brazil)


8



171,512



1,780


Bompreco, Cine Sercia, Gamestation,
    Insinuante, Lojas Americanas, Riachuelo


Shopping Taboao

Taboao da Serra, 
    Sao Paulo (Brazil)


19



265,296



4,650


Besni, C&A, Carrefour, Casas
    Bahia, Lojas Americanas, Riachuelo, Telha Norte


Shopping Leblon

Rio de Janeiro, Rio de Janeiro
    (Brazil)


15



247,661






Centauro, Cinema Kinoplex,
    Livraria da Travessa, Renner, Zara


Silver City Galleria

Taunton (Boston), MA


50



1,025,192



413,926


Dicks Sporting Goods,
    JCPenney, Macys, Sears, Silver City Cinemas,
    Steve & Barrys University Sportswear


2Steeplegate Mall

Concord, NH


50



481,896



225,549


The Bon Ton, JCPenney, Sears


Stonebriar Centre

Frisco (Dallas), TX


50



1,652,900



527,867


AMC Theatres, Barnes &
    Noble, Dave & Busters, Dicks Sporting
    Goods, JCPenney, Macys, Nordstrom, Sears


1Superstition Springs Center(2)

East Mesa (Phoenix), AZ


16.7



1,068,290



331,136


Dillards, JCPenney, JCPenney Home
    Store, Macys, Mervyns, Sears


Towson Town Center

Towson, MD


35



944,105



524,976


Macys, Nordstrom


The Trails Village Center

Las Vegas, NV


50



174,660



174,660


Longs Drugs, Vons


Tysons Galleria

McLean (Washington, D.C.), VA


50



820,492



308,559


Macys, Neiman Marcus, Saks
    Fifth Avenue


Via Parque Shopping

Rio de Janeiro, Rio de Janeiro
    (Brazil)


29



574,258



29,150


C&C Casa e Construcao,
    Casa & Video, Casas Bahia, Cine Via Parque, Claro Hall,
    Kalunga, Leader, Lojas Americanas, Marisa, Ponto Frio, Renner


Village of Merrick Park(2)

Coral Gables, FL


40



743,414



413,414


Neiman Marcus, Nordstrom


Vista Ridge Mall

Lewisville (Dallas), TX


50



1,105,334



336,487


Cinemark, Dillards, JCPenney,
    Macys, Sears


Washington Park Mall

Bartlesville, OK


50



357,346



163,050


Dillards, JCPenney, Sears


Water Tower Place

Chicago, IL


52



711,737



284,694


Lord & Taylor, Macys


West Oaks Mall

Ocoee (Orlando), FL


50



1,163,119



366,369


AMC Theatres, Belk, Dillards,
    JCPenney, Sears Dicks Sporting Goods, JCPenney, Tilt,


1Westroads Mall

Omaha, NE


51



1,155,493



331,433


Von Maur, Younkers


1Whalers Village

Lahaina, HI


50



112,057



112,057


N/A


N/A 25




---



##### Table of Contents



GLAOwnership





Mall and


Anchors/

AnchorName of Center

Location

Interest


Total


Freestanding


Significant Tenants

VacanciesWillowbrook Mall

Houston, TX


50



1,506,724



400,140


Dillards, JCPenney,
    Macys, Sears


1The Woodlands Mall

Woodlands (Houston), TX


50



1,354,849



509,620


Dillards, JCPenney,
    Macys, Macys Children Store, Sears


159,628,120



21,534,368     (1)
    
    In certain cases, where a center is located in part of a larger
    metropolitan area, the metropolitan area is identified in
    parenthesis.(2)
    
    A portion of the property is subject to a ground lease.  Anchors
      Consolidated


Unconsolidated


TotalTotal


Square Feet


Total


Square Feet


Total


Square FeetStores


(000s)


Stores


(000s)


Stores


(000s)Federated Department Stores,
    Inc.Bloomingdales, including Home


2



360



3



465



5



825Davids Bridal


1



10











1



10Macys, including Mens,
    Womens, Children and Home


85



13,301



48



8,583



133



21,884Meier & Frank, including
    Home










2



365



2



365Total Federated Department Stores,
    Inc.


88



13,671



53



9,413



141



23,084Sears Holdings
    CorporationSears


95



13,521



33



5,164



128



18,685Kmart


1



88











1



88Total Sears Holdings Corporation


96



13,609



33



5,164



129



18,773Belk, Inc.Belk, including Mens and
    Hudson


9



1,187



5



898



14



2,085Dillards


1



160











1



160Parisian


1



86



4



423



5



509Proffits, including Home


2



113











2



113Total Belk, Inc.


13



1,546



9



1,321



22



2,867 26




---



##### Table of Contents



Consolidated


Unconsolidated


TotalTotal


Square Feet


Total


Square Feet


Total


Square FeetStores


(000s)


Stores


(000s)


Stores


(000s)Bon-Ton Department Stores,
    Inc.Bergners


1



154











1



154The Bon-Ton


2



224



1



88



3



312Boston Store


1



211











1



211Carson Pirie Scott


1



138











1



138Elder-Beerman


3



142











3



142Herbergers


3



186











3



186Younkers


8



939



2



244



10



1,183Total Bon-Ton Department Stores,
    Inc.


19



1,994



3



332



22



2,326JCPenney Company, Inc. (d.b.a.
    JCPenney)


94



10,847



37



4,943



131



15,790Dillards Inc. (d.b.a.
    Dillards)


53



8,769



27



4,683



80



13,422Nordstrom, Inc. (d.b.a.
    Nordstrom)


8



1,256



12



2,046



20



3,302Target Corporation (d.b.a.
    Target)


14



1,604



3



480



17



2,084MDS Texas Realty I (d.b.a.
    Mervyns)


9



767



4



338



13



1,105The Neiman Marcus Group,
    Inc.


2



328



5



624



7



952American Multi-Cinema,
    Inc.


5



403



7



547



12



950Others


120



8,232



43



3,381



163



11,613Grand Total


521



63,026



236



33,272



757



96,298   Non-Retail
    Properties
    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities   27




---



##### Table of Contents



Stock PriceQuarter Ended

High


Low2006December 31

$
56.14


$
46.14September 30


48.70



43.49June 30


49.06



41.92March 31


52.32



46.232005December 31

$
48.27


$
39.60September 30


47.48



40.82June 30


42.08



33.40March 31


37.75



31.382004December 31

$
36.90


$
30.90September 30


32.12



28.41June 30


35.30



24.31March 31


35.15



27.25     Record

PaymentDeclaration Date

Date

Date

Amount2007January 5

January 17

January 31

$
.452006October 6

October 17

October 31


.45July 5

July 17

July 31


.41April 4

April 13

April 28


.41January 6

January 17

January 31


.412005October 6

October 18

October 31


.41July 5

July 15

July 29


.36April 4

April 15

April 29


.36January 7

January 17

January 31


.362004August 20

October 15

October 29


.36July 2

July 15

July 30


.30April 5

April 15

April 30


.30January 5

January 15

January 30


.30  28




---



##### Table of Contents



Issuer
    Purchases of Equity Securities
  Total Number


Approximateof Shares


Dollar ValuePurchased


of Shares thatas Part of


May Yet beTotal


Average


Publicly


PurchasedNumber of


Price


Announced


Under theShares


Paid


Plans or


Plans orPeriod

Purchased


per Share


Programs


ProgramsNovember 9-13


346,300


$
46.88



346,300


$
600,000,000(1
)     (1)
    
    We have a common stock repurchase program which allows us to
    repurchase $200 million of our common stock per year
    through 2009, unless the program is earlier terminated. Stock
    repurchases under this program are made through open market or
    privately negotiated transactions. The repurchase program gives
    us the ability to acquire some or all of the shares of common
    stock to be issued upon the exercise of certain employee stock
    options and pursuant to the CSA.    Item 6.
    Selected
    Financial Data    2006


2005


2004


2003


2002(In thousands, except per share amounts)Operating DataRevenues

$
3,256,283


$
3,072,704


$
1,799,881


$
1,262,791


$
973,440Depreciation and amortization


(690,194
)


(672,914
)


(364,854
)


(230,195
)


(179,036
)Other operating expenses


(1,377,637
)


(1,340,806
)


(693,735
)


(484,196
)


(366,806
)Interest expense, net


(1,105,852
)


(1,020,825
)


(468,958
)


(276,235
)


(215,340
)Provision for income taxes


(98,984
)


(51,289
)


(2,383
)


(98
)


(119
)Minority interest


(37,761
)


(43,989
)


(105,274
)


(110,984
)


(86,213
)Equity in income of unconsolidated
    affiliates


114,241



120,986



88,191



94,480



80,825Income from continuing operations


60,096



63,867



252,868



255,563



206,751Income (loss) from discontinued
    operations, net


(823
)


11,686



14,984



7,848



2,507Net income


59,273



75,553



267,852



263,411



209,258Convertible preferred stock
    dividends














(13,030
)


(24,467
)Net income available to common
    stockholders

$
59,273


$
75,553


$
267,852


$
250,381


$
184,791Basic earnings per
    share:Continuing operations

$
0.25


$
0.27


$
1.15


$
1.21


$
0.98Discontinued operations






0.05



0.07



0.04



0.01$
0.25


$
0.32


$
1.22


$
1.25


$
0.99 29




---



##### Table of Contents



2006


2005


2004


2003


2002(In thousands, except per share amounts)Diluted earnings per
    share:Continuing operations

$
0.24


$
0.27


$
1.15


$
1.19


$
0.97Discontinued operations






0.05



0.06



0.03



0.01$
0.24


$
0.32


$
1.21


$
1.22


$
0.98Distributions declared per
    share

$
1.68


$
1.49


$
1.26


$
0.78


$
0.92Balance Sheet DataInvestment in real estate
    assets  cost

$
26,160,637


$
25,404,891


$
25,254,333


$
10,307,961


$
7,724,515Total assets


25,241,445



25,307,019



25,718,625



9,582,897



7,280,822Total debt


20,521,967



20,418,875



20,310,947



6,649,490



4,592,311Preferred minority interests


182,828



205,944



403,161



495,211



468,201Common minority interests


347,753



430,292



551,282



408,613



377,746Convertible preferred stock


















337,500Stockholders equity


1,664,079



1,932,918



2,143,150



1,670,409



1,196,525Cash Flow DataOperating activities

$
816,351


$
841,978


$
719,376


$
585,735


$
460,495Investing activities


(210,400
)


(154,197
)


(9,020,815
)


(1,753,426
)


(949,411
)Financing activities


(611,603
)


(624,571
)


8,330,343



1,124,728



381,801Funds From
    Operations(1)Operating Partnership

$
902,361


$
891,696


$
766,164


$
618,561


$
485,304Less: Allocation to Operating
    Partnership unitholders


(161,795
)


(165,205
)


(154,347
)


(138,568
)


(116,170
)General Growth stockholders

$
740,566


$
726,491


$
611,817


$
479,993


$
369,134     (1)
    
    Funds From Operations (FFO as defined below) does
    not represent cash flow from operations as defined by Generally
    Accepted Accounting Principles (GAAP).  Funds
    From Operations
       30




---



##### Table of Contents



Reconciliation
    of FFO to Net Income Available to Common Stockholders
  2006


2005


2004


2003


2002(In thousands)FFO:General Growth stockholders

$
740,566


$
726,491


$
611,817


$
479,993


$
369,134Operating Partnership unitholders


161,795



165,205



154,347



138,568



116,170Operating Partnership


902,361



891,696



766,164



618,561



485,304Depreciation and amortization of
    capitalized real estate costs


(835,656
)


(799,337
)


(440,108
)


(299,711
)


(241,393
)FFO of discontinued operations and
    other


8,401



(10,712
)


(6,235
)


(6,299
)


(4,263
)Allocations to Operating
    Partnership unitholders


(15,010
)


(17,780
)


(66,953
)


(56,988
)


(32,897
)Income from continuing operations


60,096



63,867



252,868



255,563



206,751Income (loss) from discontinued
    operations, net of minority interest


(823
)


11,686



14,984



7,848



2,507Net income


59,273



75,553



267,852



263,411



209,258Convertible preferred stock
    dividends














(13,030
)


(24,467
)Net income available to common
    stockholders

$
59,273


$
75,553


$
267,852


$
250,381


$
184,791   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview 
    Retail and Other Segment
    on-site
   31




---



##### Table of Contents




    Renewing expiring leases and re-leasing existing space at rates
    higher than expiring or existing rates
    Increasing occupancy at the properties so that more space is
    generating rent
    Increased tenant sales in which we participate through overage
    rents    Consolidated


Unconsolidated


RetailRetail


Retail


CompanyProperties


Properties


PortfolioOperating Statistics(a)Occupancy:December 31, 2006


93.4
%


94.2
%


93.6
%December 31, 2005


92.1



93.5



92.5Trailing 12 month total
    tenant sales per sq. ft.(b)

$
443


$
473


$
453% change in total sales(b)


5.6
%


4.5
%


5.2
%% change in comparable sales(b)


2.5



2.6



2.5Mall and freestanding GLAexcluding space under
    redevelopment (in sq. ft.)


42,818,331



19,038,590



61,856,921Certain Financial
    InformationAverage annualized in place rent
    per sq. ft.

$
34.29


$
37.30Average rent per sq. ft. for
    new/renewal leases


34.99



39.76Average rent per sq. ft. for
    leases expiring in 2006


30.16



33.59     (a)
    
    Excludes properties currently being redeveloped
    and/or
    remerchandised and miscellaneous (non-mall) properties.(b)
    
    Due to tenant sales reporting timelines, data presented is as of
    November.    ground-up.  On 12-screen
  Consolidated
    Properties:
  
    Gateway Overlook in Columbia, Maryland
    Parke West in Peoria, Arizona
    The Shops at Fallen Timbers, Maumee (Toledo), Ohio 32




---



##### Table of Contents




    Vista Commons in Las Vegas, Nevada  Unconsolidated
    Properties:
  
    Bangu Shopping in Rio de Janeiro, Brazil
    Espark in Eskisehir, Turkey
    Natick West in Natick, Massachusetts
    RiverCrossing in Macon, Georgia
    Santana Parque Shopping in Santana (Sao Paulo), Brazil      public-to-public
  Overview 
    Master Planned Communities Segment
  not-for-profit
       33




---



##### Table of Contents



Overview 
    Other
      Seasonality
    Use of
    Estimates
    Critical
    Accounting Policies
    Initial valuations and estimated useful lives or amortization
    periods for property and intangibles.
   34




---



##### Table of Contents



Recoverable amounts of receivables and deferred
    taxes.
  Capitalization of development and leasing
    costs.
  Revenue recognition and related
    matters.
      Results
    of Operations
   35




---



##### Table of Contents



Retail
    and Other Segment
  2006 compared to 2005
  $ Increase


% Increase2006


2005


(Decrease)


(Decrease)(In thousands)Property revenues:Minimum rents

$
2,181,845


$
2,064,127


$
117,718



5.7
%Tenant recoveries


960,816



936,029



24,787



2.6Overage rents


91,911



83,713



8,198



9.8Other


188,331



172,477



15,854



9.2Total property revenues


3,422,903



3,256,346



166,557



5.1Property operating
    expenses:Real estate taxes


277,381



261,331



16,050



6.1Repairs and maintenance


242,846



238,703



4,143



1.7Marketing


61,810



78,227



(16,417
)


(21.0
)Other property operating costs


527,030



510,432



16,598



3.3Provision for doubtful accounts


22,871



18,725



4,146



22.1Total property operating expenses


1,131,938



1,107,418



24,520



2.2Real estate property net
    operating income

$
2,290,965


$
2,148,928


$
142,037



6.6
%     
    Higher minimum rents, especially at The Shops at La Cantera
    which opened in September 2005, and Ala Moana Center which was
    recently redeveloped
    The acquisition of Whalers Village by one of our joint
    ventures, the acquisition of our partners share of GGP
    Ivanhoe IV, Inc. and the acquisition of Shopping Campina Grande
    as well as other properties in our Brazil joint venture
    Higher specialty leasing and kiosk rents, especially at
    properties acquired in the 2004 TRC Merger, as well as higher
    termination income
    Greater use of vacant space for temporary tenant rentals         36




---



##### Table of Contents



2005 compared to 2004
  2005


2004


$ Increase


% Increase(In thousands)Property revenues:Minimum rents

$
2,064,127


$
1,351,907


$
712,220



52.7
%Tenant recoveries


936,029



607,811



328,218



54.0Overage rents


83,713



65,065



18,648



28.7Other


172,477



86,380



86,097



99.7Total property revenues


3,256,346



2,111,163



1,145,183



54.2Property operating
    expenses:Real estate taxes


261,331



167,660



93,671



55.9Repairs and maintenance


238,703



156,401



82,302



52.6Marketing


78,227



61,571



16,656



27.1Other property operating costs


510,432



282,498



227,934



80.7Provision for doubtful accounts


18,725



13,141



5,584



42.5Total property operating expenses


1,107,418



681,271



426,147



62.6Real estate property net
    operating income

$
2,148,928


$
1,429,892


$
719,036



50.3
%        37




---



##### Table of Contents



Master
    Planned Communities Segment
  2006


2005


$ Increase


% Increase(In thousands)Land sales

$
508,744


$
468,294


$
40,450



8.6
%Land sales operations


(378,757
)


(372,641
)


6,116



1.6Real estate property net operating
    income

$
129,987


$
95,653


$
34,334



35.9
%     marked-to-market
    Lot Sales and Pricing


AcreageRemainingTotal Gross


Saleable2006


2005


Acres


Acres($ in thousands)Columbia:Residential:Acres sold


12.6



28.6







80Average price/acre

$
1,425


$
1,194Commercial:Acres sold


51.7



50.3







337Average price/acre

$
701


$
438Acreage










18,000



417Fairwood:Residential:Acres sold


33.9



58.3







148Average price/acre

$
796


$
656Commercial:Acres sold


3.5











15Average price/acre

$
389


$
Acreage










1,100



163 38




---



##### Table of Contents



Lot Sales and Pricing


AcreageRemainingTotal Gross


Saleable2006


2005


Acres


Acres($ in thousands)Summerlin(1):Residential:Acres sold


251.2



269.7







5,527Average price/acre

$
1,067


$
860Commercial:Acres sold


22.5



10.0







888Average price/acre

$
251
(2)

$
511Acreage










22,500



6,415Bridgeland:Residential:Acres sold


64.3











5,308Average price/acre

$
222


$
Commercial:Acres sold














1,211Average price/acre

$



$
Acreage










10,200



6,519Woodlands(3):Residential:Acres sold


288.1



337.3







1,814Average price/acre

$
374


$
312Commercial:Acres sold


96.0



109.9







1,188Average price/acre

$
397


$
372Acreage










28,400



3,002     (1)
    
    Summerlin  Does not reflect impact of CSA
    (Note 14). Average price per acre includes assumption of
    Special Improvement District financing.(2)
    
    Summerlin  Includes the effect of a single sale of a
    19.1 acre parcel to a school at a price of $25
    thousand per acre.(3)
    
    Woodlands  Shown at 100%. Our share of The Woodlands
    is 52.5%. 39




---



##### Table of Contents



not-for-profit
      2005
    compared to 2004
    2005


2004


$ Increase


% Increase(In thousands)Land sales

$
468,294


$
105,813


$
362,481



342.6
%Land sales operations


(372,641
)


(103,325
)


269,316



260.6Real estate property net operating
    income

$
95,653


$
2,488


$
93,165



3,744.6
%   Certain
    Significant Consolidated Revenues and Expenses
  $ Increase


% Increase2006


2005


(Decrease)


(Decrease)(In thousands)Tenant rents

$
2,602,487


$
2,494,851


$
107,636



4.3
%Land sales


423,183



385,205



37,978



9.9Property operating expenses


861,351



868,926



(7,575
)


(0.9
)Land sales operations


316,453



311,815



4,638



1.5Management and other fees


115,798



91,022



24,776



27.2Property management and other costs


184,705



147,012



37,693



25.6Depreciation and amortization


690,194



672,914



17,280



2.6Interest expense


1,117,437



1,031,241



86,196



8.4Provision for income taxes


98,984



51,289



47,695



93.0  40




---



##### Table of Contents




    Increase in interest rates both on new fixed-rate financings and
    variable-rate debt as a result of increases in the LIBOR rate
    Lower amortization of purchase accounting
    mark-to-market
    adjustments (which reduce interest expense). This amortization
    is reduced as debt is repaid and refinanced
    Increased amortization of deferred finance costs as a result of
    finance costs incurred in conjunction with the 2006 Credit
    Facility        2005


2004


$ Increase


% Increase(In thousands)Tenant rents

$
2,494,851


$
1,585,087


$
909,764



57.4
%Land sales


385,205



68,643



316,562



461.2Property operating expenses


868,926



517,869



351,057



67.8Land sales operations


311,815



66,100



245,715



371.7Management and other fees


91,022



82,896



8,126



9.8Property management and other costs


147,012



100,267



46,745



46.6Depreciation and amortization


672,914



364,854



308,060



84.4Interest expense


1,031,241



472,185



559,056



118.4Provision for income taxes


51,289



2,383



48,906



2,052.3    41




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##### Table of Contents



Liquidity
    and Capital Resources
    Uses

SourcesShort-term: Tenant construction allowances
 Minor improvements made to individual properties that are not recoverable through common area maintenance charges to tenants
 Dividend payments
 Debt repayment requirements, including both principal and interest
 Stock repurchases
 Corporate and administrative expenses

 Operating cash flow, including the distributions of our share of cash flow produced by our Unconsolidated Real Estate Affiliates
 Land sales from the Master Planned Communities segment
 Borrowings under revolving credit facilitiesLonger-term: Acquisitions,
    including Anchor stores available as a result of
    consolidations New development, including the Master
    Planned Communities segment
     Major redevelopment, renovation or expansion
    programs at individual properties
     Debt repayment requirements, including both
    principal and interest
     Income tax payments
     International expansion

 Secured loans
    collateralized by individual properties
     Unsecured loans at either a venture or company
    level
     Construction loans
     Mini-permanent loans
     Long-term project financing
     Joint venture financing with institutional
    partners
     Equity securities
     Asset sales     Cash
    Flows from Operating Activities
   42




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##### Table of Contents



Cash
    Flows from Investing Activities
        Cash
    Flows from Financing Activities
             43




---



##### Table of Contents



December 31,2006


2005


2004(In millions)Consolidated:Fixed-rate debt

$
17,838


$
14,789


$
11,860Variable-rate debt:Corporate and other
    unsecured


2,491



4,875



6,200Other variable-rate
    debt


193



755



2,251Total variable-rate
    debt


2,684



5,630



8,451Total consolidated

$
20,522


$
20,419


$
20,311Weighted-average interest rate
    (excluding deferred finance costs)


5.70
%


5.64
%


5.16
%Unconsolidated:Fixed-rate debt

$
3,588


$
2,788


$
2,112Variable-rate debt


296



455



723Total Unconsolidated Real Estate
    Affiliates

$
3,884


$
3,243


$
2,835Weighted-average interest rate
    (excluding deferred finance costs)


5.66
%


5.56
%


5.16
%            44




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##### Table of Contents



Contractual
    Cash Obligations and Commitments
    2007


2008


2009


2010


2011


Subsequent


Total(In thousands)Long-term debt-principal(1)

$
1,300,937


$
2,037,804


$
3,230,677


$
3,746,780


$
6,535,402


$
3,556,414


$
20,408,014Interest payments(2)


1,161,297



1,040,632



896,543



714,977



385,247



779,363



4,978,059Retained debt-principal


6,847



2,446



2,606



119,694



775



37,742



170,110Ground lease payments(1)


13,250



13,293



13,317



13,325



13,186



476,762



543,133Committed real estate acquisition
    contracts(3)






250,000



















250,000Purchase obligations(4)


135,933























135,933Other long-term liabilities(5)


























Total

$
2,618,264


$
3,344,175


$
4,143,143


$
4,594,776


$
6,934,610


$
4,850,281


$
26,485,249     (1)
    
    Excludes non-cash purchase accounting adjustments.(2)
    
    Based on rates as of December 31, 2006. Variable rates are
    based on a LIBOR rate of 5.35%.(3)
    
    Reflects $250 million minimum purchase price of the Palazzo
    (Note 14). We currently expect the actual purchase price to
    be approximately $600 million.(4)
    
    Reflects accrued and incurred construction costs payable in our
    Retail and Other and Master Planned Communities segments.
    Routine trade payables have been excluded. We expect development
    and redevelopment expenditures of approximately $1 billion
    in 2007.(5)
    
    Other long-term liabilities related to ongoing real estate taxes
    have not been included in the table as such amounts depend upon
    future applicable real estate tax rates. Real estate tax expense
    was $218.5 million in 2006, $206.2 million in 2005 and
    $128.3 million in 2004.       45




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##### Table of Contents



and/or
      Off-Balance
    Sheet Financing Arrangements
    REIT
    Requirements
      Recently
    Issued Accounting Pronouncements and Developments
    Inflation
  and/or
   46




---



##### Table of Contents



GLOSSARY
  Anchor:
  Code:
  Common Units:
  Company Portfolio:
  Consolidated Properties:
  CSA:
  Exchange Act:
  Freestanding GLA:
  Funds From Operations or FFO:
  GAAP:
  GGMI:
  GGPLP:
  Gross Leaseable Area or GLA:
  LIBOR:
  Mall GLA:
  Mall Stores:
  MD&A: Form 10-K.
  NAREIT:
  NOI:
  Operating Partnership:
  Overage rent:
  REIT:
 47




---



##### Table of Contents



Remaining Saleable Acres:
  Retail Portfolio:
  SEC:
  Significant Tenants:
  Total GLA:
  Total Gross Acres:
  Total Mall Stores Sales:
  TRC Merger:
  TRCLP:
  TRS:
  Unconsolidated Properties:
  Unconsolidated Real Estate Affiliates:
 48




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk          Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure Controls and Procedures Rules 13a-15(e)
  Internal Controls over Financial
    Reporting
 49




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
       50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control  Integrated Framework
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
    
  
 51




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    www.ggp.com
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      (c)Number of Securities(a)


(b)


Remaining Available forNumber of Securities to


Weighted-Average


Future Issuance Underbe Issued upon Exercise


Exercise Price of


Equity Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved
    by security holders(1)


4,796,839


$
40.83



9,851,161
(2)Equity compensation plans not
    approved by security holders(3)


N/A



N/A



122,104Total


4,796,839


$
40.83



9,973,265  52




---



##### Table of Contents



(1)
    
    Includes shares of common stock under the 1993 Stock Incentive
    Plan (which terminated on April 4, 2003), the 1998
    Incentive Stock Plan and the 2003 Incentive Stock Plan.(2)
    
    Includes 5,531,500 shares of common stock available for
    issuance under the 2003 Incentive Stock Plan and
    4,319,661 shares of common stock available for issuance
    under the 1998 Incentive Stock Plan.(3)
    
    Represents shares of common stock under our Employee Stock
    Purchase Plan, which was adopted by the Board of Directors in
    November 1998. Under the Employee Stock Purchase Plan, eligible
    employees make payroll deductions over a six-month period, at
    which time the amounts withheld are used to purchase shares of
    common stock at a purchase price equal to 85% of the lesser of
    the closing price of a share of common stock on the first or
    last trading day of the purchase period. Purchases of common
    stock under the Employee Stock Purchase Plan are made on the
    first business day of the next month after the close of the
    purchase period. Under New York Stock Exchange rules then in
    effect, stockholder approval was not required for the Employee
    Stock Purchase Plan because it is a broad-based plan available
    generally to all employees.  Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits and
    Financial Statement Schedules  Financial Statements and Financial Statement
    Schedules.
    Exhibits.
  page S-1.
  Separate financial statements.
   53




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##### Table of Contents



SIGNATURES    General Growth
    Properties, Inc.
  /s/  John
    Bucksbaum        Signature

Title

Date/s/  Matthew
    BucksbaumMatthew
    Bucksbaum

Chairman of the Board

February 28, 2007/s/  John
    BucksbaumJohn
    Bucksbaum

Director and Chief Executive
    Officer (Principal Executive Officer)

February 28, 2007/s/  Robert
    MichaelsRobert
    Michaels

Director, President and
    Chief Operating Officer

February 28, 2007/s/  Bernard
    FreibaumBernard
    Freibaum

Director, Executive Vice
    President
    and Chief Financial Officer
    (Principal Financial
    and Accounting Officer)

February 28, 2007/s/  Alan
    CohenAlan
    Cohen

Director

February 28, 2007/s/  Anthony
    DownsAnthony
    Downs

Director

February 28, 2007/s/  Adam
    MetzAdam
    Metz

Director

February 28, 2007/s/  Thomas
    Nolan, Jr.Thomas
    Nolan, Jr.

Director

February 28, 2007/s/  John
    RiordanJohn
    Riordan

Director

February 28, 2007/s/  Beth
    StewartBeth
    Stewart

Director

February 28, 2007  54




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##### Table of Contents



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, 2006 and 2005


F-6Consolidated
    Statements of Income and Comprehensive Income for the years
    ended December 31, 2006, 2005 and 2004


F-7Consolidated
    Statements of Stockholders Equity for the years ended
    December 31, 2006, 2005 and 2004


F-8Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


F-9Notes to
    Consolidated Financial Statements:Note 1
    Organization


F-11Note 2 Summary
    of Significant Accounting Policies


F-12Note 3
    Intangibles


F-20Note 4
    Discontinued Operations and Gains (Losses) on Dispositions of
    Interests in Operating Properties


F-21Note 5
    Unconsolidated Real Estate Affiliates


F-21Note 6
    Mortgage Notes and Other Property Debt Payable


F-32Note 7 Income
    Taxes


F-34Note 8 Rentals
    under Operating Leases


F-37Note 9
    Transactions with Affiliates


F-37Note 10
    Stock-Based Compensation Plans and Other Stock-Based
    Activity


F-37Note 11 Other
    Assets and Liabilities


F-41Note 12
    Minority Interests


F-42Note 13
    Accumulated Other Comprehensive Income (Loss)


F-44Note 14
    Commitments and Contingencies


F-44Note 15
    Recently Issued Accounting Pronouncements


F-45Note 16
    Segments


F-47Note 17
    Quarterly Financial Information (Unaudited)


F-52Consolidated Financial
    Statement ScheduleReport of
    Independent Registered Public Accounting Firm


F-54Schedule III 
    Real Estate and Accumulated Depreciation


F-55    F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
        Internal Control 
    Integrated Framework
   
  
 F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
         
  
 F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
           
 F-4




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
 F-5




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(Dollars in thousands)AssetsInvestment in real estate:Land

$
2,952,477


$
2,826,766Buildings and equipment


19,379,386



18,739,445Less accumulated depreciation


(2,766,871
)


(2,104,956
)Developments in progress


673,900



369,520Net property and equipment


20,238,892



19,830,775Investment in and loans to/from
    Unconsolidated Real Estate Affiliates


1,499,036



1,818,097Investment land and land held for
    development and sale


1,655,838



1,651,063Net investment in real estate


23,393,766



23,299,935Cash and cash equivalents


97,139



102,791Accounts and notes receivable, net


328,890



293,351Insurance recovery receivable


14,952



63,382Goodwill


371,674



420,624Deferred expenses, net


252,190



209,825Prepaid expenses and other assets


782,834



917,111Total assets

$
25,241,445


$
25,307,019Liabilities and
    Stockholders EquityMortgage notes and other property
    debt payable

$
20,521,967


$
20,418,875Investment in and loans to/from
    Unconsolidated Real Estate Affiliates


172,421



17,971Deferred tax liabilities


1,302,205



1,286,576Accounts payable and accrued
    expenses


1,050,192



1,014,443Total liabilities


23,046,785



22,737,865Minority interests:Preferred


182,828



205,944Common


347,753



430,292Total minority interests


530,581



636,236Commitments and ContingenciesPreferred 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, 242,357,416 and
    239,865,045 shares issued as of December 31, 2006 and
    2005, respectively


2,424



2,399Additional paid-in capital


2,536,112



2,469,262Retained earnings (accumulated
    deficit)


(868,391
)


(518,555
)Unearned compensation-restricted
    stock


(2,214
)


(280
)Accumulated other comprehensive
    income


9,582



10,454Less common stock in treasury,
    290,787 and 668,396 shares, at cost at December 31,
    2006 and 2005, respectively


(13,434
)


(30,362
)Total stockholders equity


1,664,079



1,932,918Total liabilities and
    stockholders equity

$
25,241,445


$
25,307,019    F-6




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.CONSOLIDATED STATEMENTS OF INCOME AND
    COMPREHENSIVE INCOME
  Years Ended December 31,2006


2005


2004(Dollars in thousands, except for per share amounts)Revenues:Minimum rents

$
1,753,508


$
1,670,387


$
1,058,732Tenant recoveries


773,034



754,836



472,250Overage rents


75,945



69,628



54,105Land sales


423,183



385,205



68,643Management and other fees


115,798



91,022



82,896Other


114,815



101,626



63,255Total revenues


3,256,283



3,072,704



1,799,881Expenses:Real estate taxes


218,549



206,193



128,114Repairs and maintenance


199,078



195,292



123,251Marketing


48,626



63,522



48,220Other property operating costs


373,020



390,051



207,909Land sales operations


316,453



311,815



66,100Provision for doubtful accounts


22,078



13,868



10,375Property management and other costs


184,705



147,012



100,267General and administrative


15,128



13,053



9,499Depreciation and amortization


690,194



672,914



364,854Total expenses


2,067,831



2,013,720



1,058,589Operating income


1,188,452



1,058,984



741,292Interest income


11,585



10,416



3,227Interest expense


(1,117,437
)


(1,031,241
)


(472,185
)Income before income taxes,
    minority interest and equity in income of unconsolidated
    affiliates


82,600



38,159



272,334Provision for income taxes


(98,984
)


(51,289
)


(2,383
)Minority interest


(37,761
)


(43,989
)


(105,274
)Equity in income of unconsolidated
    affiliates


114,241



120,986



88,191Income from continuing operations


60,096



63,867



252,868Discontinued operations, net of
    minority interests:Income from operations






6,568



3,813Gains (losses) on dispositions


(823
)


5,118



11,171Income (loss) from discontinued
    operations


(823
)


11,686



14,984Net income

$
59,273


$
75,553


$
267,852Basic Earnings Per
    Share:Continuing operations

$
0.25


$
0.27


$
1.15Discontinued operations






0.05



0.07Total basic earnings per share

$
0.25


$
0.32


$
1.22Diluted Earnings Per
    Share:Continuing operations

$
0.24


$
0.27


$
1.15Discontinued operations






0.05



0.06Total diluted earnings per share

$
0.24


$
0.32


$
1.21Comprehensive Income,
    Net:Net income

$
59,273


$
75,553


$
267,852Other comprehensive income, net of
    minority interest:Net unrealized gains (losses) on
    financial interests


(3,316
)


9,554



10,992Accrued pension adjustment


(2
)


(374
)


102Foreign currency translation


2,728



4,920



1,590Unrealized gains (losses) on
    available-for-sale
    securities


(282
)


39



(94
)Total other comprehensive income
    (loss), net of minority interest


(872
)


14,139



12,590Comprehensive income, net

$
58,401


$
89,692


$
280,442    F-7




---



##### Table of Contents



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


Receivable-


Unearned


AccumulatedAdditional


Earnings


Common


Compensation


Other





TotalCommon


Paid-In


(Accumulated


Stock


Restricted


Comprehensive


Treasury


StockholdersStock


Capital


Deficit)


Purchase


Stock


Income (Loss)


Stock


Equity(Dollars in thousands)Balance, January 1,
    2004

$
2,173


$
1,913,447


$
(220,512
)

$
(6,475
)

$
(1,949
)

$
(16,275
)

$



$
1,670,409Net income










267,852



















267,852Cash distributions declared
    ($1.26 per share)










(274,851
)


















(274,851
)Conversion of operating partnership
    units to common stock (179,987 common shares)


2



1,371























1,373Conversion of convertible preferred
    units to common stock (456,463 common shares)


4



9,297























9,301Issuance of common stock, net of
    employee stock option loan/repayments (16,793,656 common shares)


168



530,920







1,297















532,385Restricted stock grant, net of
    compensation expense


















889











889Other comprehensive income






















12,590







12,590Adjustment for minority interest in
    operating partnership






(76,798
)






















(76,798
)Balance, December 31,
    2004

$
2,347


$
2,378,237


$
(227,511
)

$
(5,178
)

$
(1,060
)

$
(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



2,336











780











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


$
2,469,262


$
(518,555
)

$



$
(280
)

$
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



4,741











(1,934
)










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


$
2,536,112


$
(868,391
)

$



$
(2,214
)

$
9,582


$
(13,434
)

$
1,664,079    F-8




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2006


2005


2004(In thousands)Cash Flows from Operating
    Activities:Net income

$
59,273


$
75,553


$
267,852Adjustments to reconcile net income
    to net cash provided by operating activities:Minority interests, including
    discontinued operations


37,761



45,488



106,233Equity in income of unconsolidated
    affiliates


(114,241
)


(120,986
)


(88,191
)Provision for doubtful accounts,
    including discontinued operations


22,078



13,876



10,375Distributions received from
    unconsolidated affiliates


111,864



119,602



87,906Depreciation, including
    discontinued operations


663,523



657,358



348,303Amortization, including
    discontinued operations


42,750



30,536



28,753Amortization of debt market rate
    adjustment


(32,153
)


(47,015
)


(1,026
)(Gain) loss on disposition


823



(5,118
)


(11,171
)Participation expense pursuant to
    Contingent Stock Agreement


110,740



106,285



8,513Land development and acquisitions
    expenditures


(184,302
)


(140,823
)


(27,563
)Cost of land sales


175,184



181,301



51,659Debt assumed by purchasers of land


(5,640
)


(11,371
)


(318
)Deferred income taxes


58,252



28,596



1,993Proceeds from the sale of
    marketable securities


4,982



27,740



7,954Straight-line rent amortization


(34,176
)


(33,994
)


(14,810
)Above and below market tenant lease
    amortization, including discontinued operations


(39,661
)


(34,304
)


(27,592
)Other intangible amortization


6,568



10,683



1,650Net changes:Accounts and notes receivable


(23,091
)


(51,131
)


(6,367
)Prepaid expenses and other assets


28,165



(69,379
)


15,962Deferred expenses


(46,741
)


(73,048
)


(43,485
)Accounts payable and accrued
    expenses


(30,434
)


122,208



(13,171
)Other, net


4,827



9,921



15,917Net cash provided by operating
    activities


816,351



841,978



719,376Cash Flows from Investing
    Activities:Acquisition/development of real
    estate and property additions/improvements


(699,403
)


(497,977
)


(9,000,108
)Proceeds from sales of investment
    properties


23,117



143,543



65,268Increase in investments in
    unconsolidated affiliates


(285,747
)


(195,642
)


(211,247
)(Increase) decrease in restricted
    cash


12,017



(22,950
)


(1,951
)Insurance recoveries


28,359



5,000



Distributions received from
    unconsolidated affiliates in excess of income


627,869



260,639



134,116Loans from unconsolidated
    affiliates, net


67,821



126,500



(8,884
)Other, net


15,567



26,690



1,991Net cash used in investing
    activities


(210,400
)


(154,197
)


(9,020,815
)Cash Flows from Financing
    Activities:Cash distributions paid to common
    stockholders


(403,831
)


(353,665
)


(274,851
)Cash distributions paid to holders
    of Common Units


(88,992
)


(80,885
)


(70,412
)Cash distributions paid to holders
    of perpetual and convertible preferred units


(17,546
)


(27,329
)


(37,152
)Proceeds from issuance of common
    stock, including from common stock plans


49,267



45,208



531,976Purchase of treasury stock


(85,925
)


(98,939
)


Redemption of preferred minority
    interests






(183,000
)


(107,923
)Proceeds from issuance of mortgage
    notes and other property debt payable


9,366,183



3,907,254



12,733,339Principal payments on mortgage
    notes and other property debt payable


(9,383,378
)


(3,791,978
)


(4,430,532
)Deferred financing costs


(38,916
)


(6,984
)


(13,408
)Other, net


(8,465
)


(34,253
)


(694
)Net cash (used in) provided by
    financing activities


(611,603
)


(624,571
)


8,330,343Net change in cash and cash
    equivalents


(5,652
)


63,210



28,904Cash and cash equivalents at
    beginning of period


102,791



39,581



10,677Cash and cash equivalents at end of
    period

$
97,139


$
102,791


$
39,581    F-9




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (Continued)
  Years Ended December 31,2006


2005


2004(In thousands)Supplemental Disclosure of Cash
    Flow Information:Interest paid

$
1,170,929


$
1,074,874


$
424,380Interest capitalized


58,019



54,260



11,272Taxes paid


34,743



8,170



390Non-Cash Investing and
    Financing Activities:Common stock issued in exchange
    for Operating Partnership Units

$
5,792


$
23,932


$
1,373Common stock issued in exchange
    for convertible preferred units


10,026



14,337



9,301Assumption of debt in conjunction
    with acquisition of property










134,902Common stock issued pursuant to
    Contingent Stock Agreement


81,731



59,055



Operating Partnership Units issued
    as consideration for purchase of real estate










25,132Acquisitions:Fair value of assets acquired


169,415



(134,166
)


14,327,519Liabilities assumed


169,415



(125,925
)


7,176,675    F-10




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1
    Organization  General
      82
%

General Growth, 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 Units100
%   one-for-one
    
    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-11




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 2
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Properties
         F-12




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     YearsBuildings and improvements


40-45Equipment, tenant improvements and
    fixtures


5-10   Acquisitions
    of Operating Properties
      lease-up
        Investments
    in Unconsolidated Real Estate Affiliates
   F-13




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        Cash
    and Cash Equivalents
    Investments
    in Marketable Securities
  available-for-sale
  Leases
    Deferred
    Expenses
    Minority
    Interests  Common (Note 12)
   F-14




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Treasury
    Stock
    Revenue
    Recognition and Related Matters
               F-15




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Income
    Taxes (Note 7)
      Earnings
    Per Share (EPS)
     F-16




---



##### Table of Contents



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


2005


2004Basic


Diluted


Basic


Diluted


Basic


Diluted(In thousands)Numerators:Income from continuing operations

$
60,096


$
60,096


$
63,867


$
63,867


$
252,868


$
252,868Discontinued operations, net of
    minority interests


(823
)


(823
)


11,686



11,686



14,984



14,984Net income available to common
    stockholders

$
59,273


$
59,273


$
75,553


$
75,553


$
267,852


$
267,852Denominators:Weighted average number of common
    shares outstanding  basic


241,222



241,222



237,673



237,673



220,149



220,149Effect of dilutive
    securities  options






832







796







680Weighted average number of common
    shares outstanding  diluted


241,222



242,054



237,673



238,469



220,149



220,829   Derivative
    Financial Instruments
  and/or
       F-17




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
       Fair
    Value of Financial Instruments
    2006


2005Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair Value(In millions)Fixed-rate debt

$
17,018


$
16,854


$
13,906


$
13,960Variable-rate debt


3,504



3,518



6,513



6,430$
20,522


$
20,372


$
20,419


$
20,390   Stock-Based
    Compensation Expense       F-18




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    No. 123(R)-3
  Foreign
    Currency Translation    Use of
    Estimates
    Reclassifications
    and Corrections
       F-19




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Note 3
    Intangibles    AccumulatedGross Asset


(Amortization)/


Net Carrying(Liability)


Accretion


Amount(In thousands)As 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
)


83,378As of December 31,
    2005Tenant leases:In-place value

$
664,444


$
(176,190
)

$
488,254Above-market


106,117



(29,023
)


77,094Below-market


(293,967
)


111,697



(182,270
)Ground leases:Above-market


(16,968
)


535



(16,433
)Below-market


358,524



(8,736
)


349,788Real estate tax stabilization
    agreement


91,879



(4,691
)


87,188        F-20




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 4
    Discontinued
    Operations and Gains (Losses) on Dispositions of Interests in
    Operating Properties        Years Ended December 31,2005


2004(In thousands)Revenues:TRCLP office/industrial properties

$
24,275


$
2,813JP Realty commercial/business
    properties






6,118Total

$
24,275


$
8,931Net income:TRCLP office/industrial properties

$
8,067


$
983JP Realty commercial/business
    properties






3,801Total

$
8,067


$
4,784   Note 5
    Unconsolidated
    Real Estate Affiliates         F-21




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Condensed
    Combined Financial Information of Unconsolidated Real Estate
    Affiliates
    December 31,


December 31,2006


2005(In thousands)Condensed Combined Balance
    Sheets  Unconsolidated Real Estate
    AffiliatesAssets:Land

$
988,018


$
919,533Buildings and equipment


8,158,030



7,656,894Less accumulated depreciation


(1,590,812
)


(1,302,624
)Developments in progress


551,464



427,779Net property and equipment


8,106,700



7,701,582Investment in unconsolidated joint
    ventures


7,424



8,788Investment land and land held for
    sale and development


290,273



259,386Net investment in real estate


8,404,397



7,969,756Cash and cash equivalents


180,203



217,535Accounts and notes receivable, net


165,049



161,225Deferred expenses, net


155,051



148,568Prepaid expenses and other assets


509,324



340,120Total assets

$
9,414,024


$
8,837,204Liabilities and Owners
    Equity:Mortgage notes and other property
    debt payable

$
7,752,889


$
6,325,116Accounts payable and accrued
    expenses


558,974



482,414Owners equity


1,102,161



2,029,674Total liabilities and owners
    equity

$
9,414,024


$
8,837,204Investment In and Loans To/From
    Unconsolidated Real Estate Affiliates, NetOwners equity

$
1,102,161


$
2,029,674Less joint venture partners
    equity


(601,314
)


(1,175,175
)Capital or basis differences and
    loans


825,768



945,627Investment in and loans to/fromUnconsolidated Real Estate
    Affiliates, net

$
1,326,615


$
1,800,126   F-22




---



##### Table of Contents



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


2005


2004(In thousands)Condensed Combined Statements
    of Income  Unconsolidated Real Estate
    AffiliatesRevenues:Minimum rents

$
864,368


$
795,185


$
569,348Tenant recoveries


378,413



365,325



264,907Overage rents


31,889



28,592



21,422Land sales


162,790



158,181



38,681Other


182,134



126,507



35,083Management and other fees


15,712







Total revenues


1,635,306



1,473,790



929,441Expenses:Real estate taxes


119,426



112,225



77,513Repairs and maintenance


88,243



87,816



59,051Marketing


26,485



29,561



25,860Other property operating costs


311,267



239,194



142,185Land sales operations


103,519



89,561



18,101Provision for doubtful accounts


1,494



10,182



5,390Property management and other costs


77,290



59,548



47,044General and administrative


7,947



2,684



10,115Depreciation and amortization


269,327



257,153



170,529Total expenses


1,004,998



887,924



555,788Operating income


630,308



585,866



373,653Interest income


30,498



14,432



3,778Interest expense


(361,114
)


(304,368
)


(179,807
)Provision for income taxes


(1,274
)


(1,157
)


(353
)Income allocated to minority
    interest


(588
)






Equity in income of unconsolidated
    joint ventures


6,509



5,384



4,337Net income

$
304,339


$
300,157


$
201,608Equity In Income of
    Unconsolidated Real Estate AffiliatesNet income of Unconsolidated Real
    Estate Affiliates

$
304,339


$
300,157


$
201,608Joint venture partners share
    of income of Unconsolidated Real Estate Affiliates


(160,099
)


(157,756
)


(103,768
)Amortization of capital or basis
    differences


(22,083
)


(20,844
)


(9,632
)Elimination of Unconsolidated Real
    Estate Affiliates loan interest


(7,916
)


(571
)


(17
)Equity in income of Unconsolidated
    Real Estate Affiliates

$
114,241


$
120,986


$
88,191  F-23




---



##### 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
    I
    GGP/Homart IDecember 31,


December 31,2006


2005(In thousands)Assets:Land

$
157,708


$
146,527Buildings and equipment


1,879,992



1,796,335Less accumulated depreciation


(517,187
)


(452,809
)Developments in progress


13,216



30,010Investment in unconsolidated joint
    ventures


7,424



8,788Net investment in real estate


1,541,153



1,528,851Cash and cash equivalents


15,871



69,034Accounts receivable, net


48,498



48,137Deferred expenses, net


44,773



46,709Prepaid expenses and other assets


174,854



18,333Total assets

$
1,825,149


$
1,711,064Liabilities and Owners
    Equity (Deficit):Mortgage notes and other property
    debt payable

$
2,041,796


$
1,579,717Accounts payable and accrued
    expenses


58,408



62,132Owners equity (deficit)


(275,055
)


69,215Total liabilities and owners
    equity (deficit)

$
1,825,149


$
1,711,064   F-24




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Homart IYears Ended December 31,2006


2005


2004(In thousands)Revenues:Minimum rents

$
236,192


$
226,936


$
214,448Tenant recoveries


98,864



95,752



91,867Overage rents


10,237



9,312



8,266Other


11,224



10,660



7,469Total revenues


356,517



342,660



322,050Expenses:Real estate taxes


30,393



29,745



27,845Repairs and maintenance


25,477



26,748



25,890Marketing


7,963



9,294



9,683Other property operating costs


44,062



36,480



41,120Provision for doubtful accounts


835



1,088



1,487Property management and other costs


22,603



20,835



19,355General and administrative


456



418



3,461Depreciation and amortization


71,043



68,578



66,430Total expenses


202,832



193,186



195,271Operating income


153,685



149,474



126,779Interest income


14,688



4,588



1,817Interest expense


(99,991
)


(84,684
)


(81,120
)Provision for income taxes


(338
)


(126
)


(150
)Equity in income of unconsolidated
    joint ventures


6,509



5,384



4,337Net income

$
74,553


$
74,636


$
51,663  F-25




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Homart II
    GGP/Homart IIDecember 31,


December 31,2006


2005(In thousands)Assets:Land

$
224,158


$
190,787Buildings and equipment


2,261,123



2,014,151Less accumulated depreciation


(326,340
)


(264,434
)Developments in progress


286,396



148,453Net investment in real estate


2,445,337



2,088,957Cash and cash equivalents


6,289



55,539Accounts receivable, net


35,506



32,644Deferred expenses, net


58,712



56,223Prepaid expenses and other assets


36,656



116,234Total assets

$
2,582,500


$
2,349,597Liabilities and Owners
    Equity:Mortgage notes and other property
    debt payable

$
2,284,763


$
1,666,979Accounts payable and accrued
    expenses


146,781



88,822Owners equity


150,956



593,796Total liabilities and owners
    equity

$
2,582,500


$
2,349,597   F-26




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/Homart IIYears Ended December 31,2006


2005


2004(In thousands)Revenues:Minimum rents

$
205,835


$
194,938


$
184,418Tenant recoveries


94,298



92,862



90,958Overage rents


5,935



6,432



5,530Other


9,057



8,543



5,352Total revenues


315,125



302,775



286,258Expenses:Real estate taxes


29,883



27,132



27,030Repairs and maintenance


19,362



19,671



18,734Marketing


7,583



8,726



9,504Other property operating costs


37,776



29,490



32,435(Recovery of) provision for
    doubtful accounts


(47
)


3,125



1,591Property management and other costs


19,469



17,468



16,176General and administrative


7,137



2,005



6,056Depreciation and amortization


66,024



61,923



56,394Total expenses


187,187



169,540



167,920Operating income


127,938



133,235



118,338Interest income


8,840



7,358



1,492Interest expense


(91,240
)


(77,285
)


(55,780
)(Provision) benefit for income
    taxes


(69
)


64



(59
)Net income

$
45,469


$
63,372


$
63,991  F-27




---



##### Table of Contents



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


December 31,2006


2005(In thousands)Assets:Land

$
176,761


$
176,761Buildings and equipment


908,786



879,828Less accumulated depreciation


(89,323
)


(64,795
)Developments in progress


76,991



18,431Net investment in real estate


1,073,215



1,010,225Cash and cash equivalents


19,029



18,279Accounts receivable, net


11,347



9,725Deferred expenses, net


15,280



13,220Prepaid expenses and other assets


13,980



3,968Total assets

$
1,132,851


$
1,055,417Liabilities and Owners
    Equity:Mortgage notes and other property
    debt payable

$
933,375


$
786,025Accounts payable and accrued
    expenses


88,188



84,322Owners equity


111,288



185,070Total liabilities and owners
    equity

$
1,132,851


$
1,055,417   F-28




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  GGP/TeachersYears Ended December 31,2006


2005


2004(In thousands)Revenues:Minimum rents

$
106,422


$
87,014


$
83,464Tenant recoveries


46,530



40,033



38,473Overage rents


6,003



2,888



2,736Other


2,753



2,378



1,831Total revenues


161,708



132,313



126,504Expenses:Real estate taxes


11,549



11,130



10,868Repairs and maintenance


8,298



7,405



7,472Marketing


3,909



3,610



3,424Other property operating costs


18,783



13,466



16,531Provision for doubtful accounts


132



440



445Property management and other costs


9,166



7,424



6,716General and administrative


297



213



179Depreciation and amortization


26,621



21,385



20,578Total expenses


78,755



65,073



66,213Operating income


82,953



67,240



60,291Interest income


914



723



287Interest expense


(44,262
)


(27,030
)


(15,499
)Provision for income taxes


(485
)


(747
)


(130
)Net income

$
39,120


$
40,186


$
44,949  F-29




---



##### Table of Contents



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


December 31,2006


2005(In thousands)Assets:Land

$
13,828


$
15,302Buildings and equipment


91,485



86,892Less accumulated depreciation


(19,271
)


(9,825
)Developments in progress


6,939



27,802Investment land and land held for
    sale and development


290,273



258,926Net investment in real estate


383,254



379,097Cash and cash equivalents


15,219



Deferred expenses, net


2,782



Prepaid expenses and other assets


97,977



88,926Total assets

$
499,232


$
468,023Liabilities and Owners
    Equity:Mortgage notes and other property
    debt payable

$
321,724


$
282,036Accounts payable and accrued
    expenses


58,805



84,275Owners equity


118,704



101,712Total liabilities and owners
    equity

$
499,233


$
468,023   F-30




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  The Woodlands LandDevelopment Holdings, L.P.Years Ended December 31,2006


2005(In thousands)Revenues:Minimum rents

$
1,834


$
(9
)Land sales


161,540



157,581Other


50,791



31,947Total revenues


214,165



189,519Expenses:Real estate taxes


453



Repairs and maintenance


311



Other property operating costs


32,207



33,083Land sales operations


102,989



89,313Depreciation and amortization


5,218



4,659Total expenses


141,178



127,055Operating income


72,987



62,464Interest income


332



224Interest expense


(6,434
)


(5,873
)Net income

$
66,885


$
56,815    F-31




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 6
    Mortgage
    Notes and Other Property Debt Payable    December 31,2006


2005(In thousands)Fixed-rate debt:Commercial mortgage-backed
    securities

$
868,765


$
1,181,895Other collateralized mortgage
    notes and other property debt payable


13,761,988



11,092,544Corporate and other unsecured term
    loans


2,386,727



1,631,257Total fixed-rate debt


17,017,480



13,905,696Variable-rate debt:Commercial mortgage-backed
    securities






306,270Other collateralized mortgage
    notes and other property debt payable


388,287



888,842Credit facilities


60,000



180,500Corporate and other unsecured term
    loans


3,056,200



5,137,567Total variable-rate debt


3,504,487



6,513,179Total

$
20,521,967


$
20,418,875       Commercial
    Mortgage-Backed Securities
     F-32




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Other
    Collateralized Mortgage Notes and Other Property Debt
    Payable
      Corporate
    and Other Unsecured Term Loans
           F-33




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Unsecured
    Term Loans
  Form 10-K.
    Interest
    Rate Swaps
    2006 Credit


PropertyAgreement


SpecificTotal notional amount (in millions)

$
625.0


$
195.0Average fixed pay rate


4.11
%


4.78
%Average variable receive rate


LIBOR



LIBOR     Letters
    of Credit and Surety Bonds
    Note 7
    Income
    Taxes  sections 856-860
   F-34




---



##### Table of Contents



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


2005


2004(In thousands)Current

$
40,732


$
22,693


$
390Deferred


58,252



28,596



1,993Total

$
98,984


$
51,289


$
2,383     2006


2005


2004(In thousands)Tax at statutory rate on earnings
    from continuing operations before income taxes

$
55,678


$
40,723


$
89,481Increase (decrease) in valuation
    allowances, net


936



(5,114
)


(2,110
)State income taxes, net of Federal
    income tax benefit


4,608



343



115Tax at statutory rate on earnings
    (losses) not subject to Federal income taxes and other permanent
    differences


37,762



15,337



(85,103
)Income tax expense

$
98,984


$
51,289


$
2,383    F-35




---



##### Table of Contents



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


2005(In thousands)Total deferred tax assets

$
16,006


$
12,457Valuation allowance


(936
)


Net deferred tax assets


15,070



12,457Total deferred tax liabilities


(1,302,205
)


(1,286,576
)Net deferred tax liabilities

$
(1,287,135
)

$
(1,274,119
)         2006


2005(In thousands)Property, primarily differences in
    depreciation and amortization, the tax basis of land assets and
    treatment of interest and certain other costs

$
(1,165,960
)

$
(1,266,660
)Deferred income


(291,634
)


(236,167
)Interest deduction carryforwards


142,177



163,193Operating loss and tax credit
    carryforwards


28,282



65,515Net deferred tax liabilities

$
(1,287,135
)

$
(1,274,119
)        F-36




---



##### Table of Contents



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


2005


2004Ordinary income

$
0.542


$
0.993


$
1.260Return of capital


0.501



0.497



Qualified dividends


0.432







Capital gain distributions


0.205







Distributions per share

$
1.680


$
1.490


$
1.260   Note 8
    Rentals
    Under Operating Leases    Year

Amount(In thousands)2007

$
1,393,7682008


1,293,1072009


1,156,3752010


1,005,2052011


861,215Subsequent


3,097,317       Note 9
    Transactions
    With Affiliates    Note 10
    Stock-Based
    Compensation Plans and Other Stock-Based Activity  Incentive
    Stock Plans
  5-year 10-year
 F-37




---



##### Table of Contents



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


2005


2004Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceStock Options Outstanding at
    January 1


2,546,174


$
29.57



1,875,687


$
22.17



1,482,087


$
14.86Granted


1,370,000



49.78



1,352,500



36.13



922,500



30.80Exercised


(573,226
)


24.70



(610,213
)


21.00



(521,100
)


16.83Exchanged for restricted stock


(30,000
)


47.26















Forfeited


(145,000
)


43.10



(70,000
)


33.49



(7,500
)


11.31Expired


(600
)


9.99



(1,800
)


9.99



(300
)


9.99Stock Options Outstanding at
    December 31


3,167,348


$
38.41



2,546,174


$
29.57



1,875,687


$
22.17   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$ 5.05 - $10.09


6,000



3.3


$
9.99



6,000



3.3


$
9.99$10.09 - $15.14


54,700



5.2



13.58



54,700



5.2



13.58$15.14 - $20.19


247,148



6.2



16.77



103,148



6.2



16.77$30.28 - $35.33


612,500



2.7



30.98



298,500



2.7



31.03$35.33 - $40.38


972,000



3.1



35.61



292,000



3.1



35.55$40.38 - $50.47


1,275,000



4.1



49.50



220,000



4.0



49.37Total


3,167,348



3.9


$
38.41



974,348



3.8


$
33.91Intrinsic value (in thousands)

$
43,773










$
17,850      F-38




---



##### Table of Contents



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


2005


2004Weighted





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


15,000


$
16.77



80,001


$
16.71



145,002


$
16.71Granted


99,000



47.91



66,000



35.41



55,000



30.94Vested


(41,334
)


37.13



(131,001
)


26.13



(120,001
)


23.22Nonvested restricted stock grants
    outstanding as of December 31


72,666


$
47.62



15,000


$
16.77



80,001


$
16.71Intrinsic value (in thousands)

$
3,795






$
705






$
2,893     Threshold-Vesting
    Stock Options
   F-39




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     TSO Grant Year2006


2005


2004Granted


1,400,000



1,000,000



1,031,480Forfeited


(84,773
)


(118,332
)


(114,919
)Vested and exercised






(723,920
)


(916,561
)TSOs outstanding at
    December 31, 2006


1,315,227



157,748
(1)


Intrinsic value (in thousands)

$
2,315


$
2,653



Exercise price

$
50.47


$
35.41


$
30.94Threshold price


70.79



49.66



43.39Fair value of options on grant date


6.51



3.81



1.59Remaining contractual term (in
    years)


4.2



0.1



     (1)
    
    Substantially all of the outstanding 2005 grant year TSOs were
    exercised in January 2007.    Other
    Required Disclosures
    2006


2005


2004Risk-free interest rate


4.43
%


3.40
%


3.44
%Dividend yield


4.00



4.00



6.09Expected volatility


22.94



21.61



20.10Expected life (in years)


2.5 - 3.5



5.0



5.2     and/or
   F-40




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Employee
    Stock Purchase Plan
    Defined
    Contribution Plan
    Dividend
    Reinvestment and Stock Purchase Plan
    Note 11
    Other
    Assets & Liabilities    December 31,2006


2005(In thousands)Below-market ground leases

$
280,516


$
349,788Receivables  finance
    leases and bonds


118,459



136,409Security and escrow deposits


76,834



87,326Real estate tax stabilization
    agreement


83,378



87,188Special Improvement District
    receivable


64,819



66,206Above-market tenant leases


53,981



77,094Prepaid expenses


37,528



26,627Funded defined contribution plan
    assets


17,119



20,062Other


50,200



66,411$
782,834


$
917,111  F-41




---



##### Table of Contents



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


2005(In thousands)Accounts payable and accrued
    expenses

$
200,936


$
217,829Below-market tenant leases


117,963



182,270Construction payables


188,038



105,789Accrued interest


102,870



85,945Hughes participation payable


90,793



61,783Accrued real estate taxes


71,816



62,492Accrued payroll and other employee
    liabilities


58,372



60,038Deferred gains/income


56,414



75,488Tenant and other deposits


32,887



18,651Funded defined contribution plan
    liabilities


17,119



20,062Above-market ground leases


15,961



16,433Capital lease obligations


14,967



19,206Other


82,056



88,457$
1,050,192


$
1,014,443   Note 12
    Minority
    Interests  Common
    January 1, 2004


55,712,250Exchanges for GGP common stock


(179,987
)December 31, 2004


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


729,890Exchanges for GGP common stock


(3,200,258
)December 31, 2005


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


1,163,333Exchanges for GGP common stock


(1,334,637
)December 31, 2006


52,890,591   one-for-one
   F-42




---



##### 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


2006


Preference


2006


2005(In thousands)Perpetual Preferred
    UnitsRedeemable Preferred Units
    (RPUs)


8.95
%


LLC



240,000


$
250


$
60,000


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


8.25
%


LLC



20,000



250



5,000



5,00065,000



65,000Convertible Preferred
    UnitsSeries B  JP Realty


8.50
%


GGPLP



1,294,471



50



64,724



68,129Series C  Glendale
    Galleria


7.00
%


GGPLP



19,466



50



974



20,685Series D  Foothills
    Mall


6.50
%


GGPLP



532,750



50



26,637



26,637Series E  Four
    Seasons Town Centre


7.00
%


GGPLP



502,658



50



25,132



25,132117,467



140,583Other preferred stock of
    consolidated subsidiaries


N/A



various



361



1,000



361



361Total Minority Interest-Preferred

















$
182,828


$
205,944       Number of CommonUnits for eachPreferred UnitSeries B  JP Realty


3.000Series C  Glendale
    Galleria


2.433Series D 
    Foothills Mall


1.508Series E  Four
    Seasons Town Centre


1.298  F-43




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 13
    Accumulated
    Other Comprehensive Income    2006


2005(In thousands)Net unrealized gains on financial
    instruments

$
1,386


$
4,702Accrued pension adjustment


(705
)


(703
)Foreign currency translation


9,238



6,510Unrealized losses on
    available-for-sale
    securities


(337
)


(55
)$
9,582


$
10,454   Note 14
    Commitments
    and Contingencies          2007


2008


2009


2010


2011


Subsequent


Total(In thousands)Long-term debt-principal

$
1,330,256


$
2,055,555


$
3,246,184


$
3,760,636


$
6,546,472


$
3,582,864


$
20,521,967Retained debt-principal


6,847



2,446



2,606



119,694



775



37,742



170,110Ground lease payments


18,795



18,838



18,862



18,870



18,731



712,147



806,243Total

$
1,355,898


$
2,076,839


$
3,267,652


$
3,899,200


$
6,565,978


$
4,332,753


$
21,498,320  F-44




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Contingent
    Stock Agreement
    and/or
      Hurricane
    Damages
  and/or
      Note 15
    Recently
    Issued Accounting Pronouncements   F-45




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        (a)
    Recognize in its statement of financial position an asset for a
    plans overfunded status or a liability for a plans
    underfunded status  (b)
    Measure a plans assets and its obligations that determine
    its funded status as of the end of the employers fiscal
    year (with limited exceptions)  (c)
    Recognize changes in the funded status of a defined benefit
    postretirement plan in the year in which the changes occur.
    Those changes will be reported in comprehensive income of a
    business entity.       F-46




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      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-47




---



##### 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-48




---



##### 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 discontinued
    operations and minority interest


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-49




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Year Ended December 31, 2004Consolidated


Unconsolidated


SegmentProperties


Properties


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

$
1,058,732


$
293,175


$
1,351,907Tenant recoveries


472,250



135,561



607,811Overage rents


54,105



10,960



65,065Other, including discontinued
    operations and minority interest


67,686



18,694



86,380Total property revenues


1,652,773



458,390



2,111,163Property operating expenses:Real estate taxes


128,114



39,546



167,660Repairs and maintenance


123,251



33,150



156,401Marketing


48,220



13,351



61,571Other property operating costs


207,909



74,589



282,498Provision for doubtful accounts


10,375



2,766



13,141Total property operating expenses


517,869



163,402



681,271Retail and other net operating
    income


1,134,904



294,988



1,429,892Master Planned
    CommunitiesLand sales


68,643



37,170



105,813Land sales operations


(66,100
)


(37,225
)


(103,325
)Master Planned Communities net
    operating income


2,543



(55
)


2,488Real estate property net operating
    income

$
1,137,447


$
294,933


$
1,432,380  F-50




---



##### Table of Contents



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


2005


2004(In thousands)Real estate property net operating
    income

$
2,420,952


$
2,244,581


$
1,432,380Unconsolidated Properties NOI


(473,307
)


(437,592
)


(294,933
)Consolidated Properties NOI


1,947,645



1,806,989



1,137,447Management and other fees


115,798



91,022



82,896Property management and other costs


(184,705
)


(147,012
)


(100,267
)General and administrative


(15,128
)


(13,053
)


(9,499
)Depreciation and amortization


(690,194
)


(672,914
)


(364,854
)Discontinued operations and
    minority interest in consolidated NOI


15,036



(6,048
)


(4,431
)Operating income


1,188,452



1,058,984



741,292Interest income


11,585



10,416



3,227Interest expense


(1,117,437
)


(1,031,241
)


(472,185
)Provision for income taxes


(98,984
)


(51,289
)


(2,383
)Income allocated to minority
    interest


(37,761
)


(43,989
)


(105,274
)Equity in income of unconsolidated
    affiliates


114,241



120,986



88,191Income from continuing operations

$
60,096


$
63,867


$
252,868     Years Ended December 31,2006


2005


2004(In thousands)Segment basis total property
    revenues

$
3,422,903


$
3,256,346


$
2,111,163Unconsolidated segment revenues


(720,637
)


(653,821
)


(458,390
)Land sales


423,183



385,205



68,643Management and other fees


115,798



91,022



82,896Real estate net operating income
    attributable to minority interests, net of discontinued
    operations


15,036



(6,048
)


(4,431
)GAAP-basis consolidated total
    revenues

$
3,256,283


$
3,072,704


$
1,799,881     2006


2005(In thousands)Retail and Other

$
26,444,766


$
25,523,426Master Planned Communities


2,144,268



2,116,588Total segment assets


28,589,034



27,640,014Unconsolidated Properties


(4,753,634
)


(4,308,854
)Corporate and other


1,406,045



1,975,859Total assets

$
25,241,445


$
25,307,019  F-51




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Note 17
    Quarterly
    Financial Information (Unaudited)  2006First


Second


Third


FourthQuarter


Quarter


Quarter


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

$
828,619


$
709,810


$
746,032


$
971,823Operating income


307,747
(b)


245,449



265,356



369,901Income (loss) from continuing
    operations


23,014



(25,813
)


(8,161
)


71,056Loss from discontinued operations














(823
)Net income (loss) available to
    common shareholders


23,014



(25,813
)


(8,161
)


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


0.10



(0.11
)


(0.03
)


0.29Diluted(a)


0.10



(0.11
)


(0.03
)


0.29Earnings per share from
    discontinued operations:Basic














Diluted














Earnings (loss) per share:Basic


0.10



(0.11
)


(0.03
)


0.29Diluted(a)


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     (a)
    
    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.(b)
    
    Amounts reported differ from previously reported amounts as a
    result of reclassifications to conform to current period
    presentation.  F-52




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  2005First


Second


Third


FourthQuarter


Quarter


Quarter


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

$
706,457


$
758,230


$
745,843


$
862,176Operating income


240,478
(b)


235,436



261,399



321,670Income (loss) from continuing
    operations


11,535



884



(8,521
)


59,967Income from discontinued operations


1,530



1,768



1,687



6,703Net income (loss) available to
    common shareholders


13,065



2,652



(6,834
)


66,670Earnings (loss) per share from
    continuing operations:Basic(a)


0.05







(0.04
)


0.25Diluted(a)


0.05







(0.04
)


0.25Earnings per share from
    discontinued operations:Basic(a)


0.01



0.01



0.01



0.03Diluted(a)


0.01



0.01



0.01



0.03Earnings (loss) per share:Basic


0.06



0.01



(0.03
)


0.28Diluted


0.06



0.01



(0.03
)


0.28Distributions declared per share


0.36



0.36



0.36



0.41Weighted-average shares
    outstanding:Basic


235,812



237,854



238,218



238,784Diluted


236,588



238,922



238,218



239,736     (a)
    
    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.(b)
    
    Amounts reported may differ from previously reported amounts as
    a result of reclassifications to conform to conform to current
    period presentation. F-53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Form 10-K. page F-1 Form 10-K.
       F-54




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.SCHEDULE III  REAL ESTATE AND
    ACCUMULATED DEPRECIATIONDECEMBER 31, 2006
  Costs CapitalizedSubsequent to


Gross Amounts at WhichInitial Cost(b)


Acquisition (c)


Carried at Close of Period (d)











Life Upon WhichBuildings





Buildings





Buildings














Latest Incomeand





and





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


$



$
106,974


$
336,229


$
580,745


$
916,974


$
128,627







1999



(e
)Alameda Plaza

Pocatello, ID





740



2,060







16



740



2,076



2,816



231







2002



(e
)Anaheim Crossing

Anaheim, CA









1,986







5







1,991



1,991



224







2002



(e
)Animas Valley Mall

Farmington, NM


25,530


6,464



35,902







7,837



6,464



43,739



50,203



4,911







2002



(e
)Apache Mall

Rochester, MN


51,647


8,110



72,993







24,062



8,110



97,055



105,165



20,593







1998



(e
)Arizona Center

Phoenix, AZ


7,766


2,314



132,158







1,586



2,314



133,744



136,058



15,314







2004



(e
)Augusta Mall

Augusta, GA


175,000


787



162,272







4,044



787



166,316



167,103



13,269







2004



(e
)Austin Bluffs Plaza

Colorado Springs, CO


2,451


1,080



3,007







210



1,080



3,217



4,297



355







2002



(e
)Bailey Hills Village

Eugene, OR





290



806







36



290



842



1,132



92







2002



(e
)Baybrook Mall

Friendswood, TX


153,420


13,300



117,163



6,853



26,559



20,153



143,722



163,875



26,423







1999



(e
)Bayshore Mall

Eureka, CA


32,214


3,005



27,399







36,753



3,005



64,152



67,157



28,588



1986-1987







(e
)Bayside Marketplace

Miami, FL


65,865






177,801







2,460







180,261



180,261



18,912







2004



(e
)Beachwood Place

Beachwood, OH


247,973


18,500



319,684







6,943



18,500



326,627



345,127



20,437







2004



(e
)Bellis Fair

Bellingham, WA


65,569


7,616



47,040



(131
)


22,336



7,485



69,376



76,861



35,739



1987-1988







(e
)Birchwood Mall

Port Huron, MI


39,982


1,769



34,575



1,274



19,815



3,043



54,390



57,433



25,427



1989-1990







(e
)Boise Plaza

Boise, ID





374



1,042







40



374



1,082



1,456



124







2002



(e
)Boise Towne Plaza

Boise, ID


11,431


3,988



11,101







68



3,988



11,169



15,157



1,261







2002



(e
)Boise Towne Square

Boise, ID


76,149


23,449



131,001



1,019



17,662



24,468



148,663



173,131



16,933







2002



(e
)The Boulevard Mall

Las Vegas, NV


113,032


16,490



148,413



(1,135
)


9,614



15,355



158,027



173,382



34,786







1998



(e
)Burlington Town Center

Burlington, VT


31,501


1,637



32,798







3,135



1,637



35,933



37,570



7,630







2004



(e
)Cache Valley Mall

Logan, UT





3,875



22,047







9,123



3,875



31,170



35,045



3,374







2002



(e
)Cache Valley Marketplace

Logan, UT





1,500



1,583



1,639



2,086



3,139



3,669



6,808



297







2002



(e
)Capital Mall

Jefferson City, MO


21,000


4,200



14,201



(287
)


10,248



3,913



24,449



28,362



10,314







1993



(e
)Century Plaza

Birmingham, AL


2


3,164



28,514







5,895



3,164



34,409



37,573



9,769







1997



(e
)Chapel Hills Mall

Colorado Springs, CO


120,009


4,300



34,017







64,947



4,300



98,964



103,264



33,254







1993



(e
)Chico Mall

Chico, CA


59,300


16,958



45,628







1,135



16,958



46,763



63,721



4,239







2003



(e
)Coastland Center

Naples, FL


100,925


11,450



103,050







14,935



11,450



117,985



129,435



25,525







1998



(e
)Collin Creek

Plano, TX


75,223


26,250



122,991







1,266



26,250



124,257



150,507



11,310







2004



(e
)Colony Square Mall

Zanesville, OH


41,083


1,000



24,500



597



23,868



1,597



48,368



49,965



22,355







1986



(e
)Columbia Mall

Columbia, MO


89,226


5,383



19,663







28,976



5,383



48,639



54,022



23,113



1984-1985







(e
)Coral Ridge Mall

Coralville, IA


102,705


3,364



64,218



49



21,028



3,413



85,246



88,659



23,761



1998-1999







(e
)Coronado Center

Albuquerque, NM


175,249


33,072



148,799







2,118



33,072



150,917



183,989



17,404







2003



(e
)Cottonwood Mall

Salt Lake City, UT





7,613



42,987







(271
)


7,613



42,716



50,329



5,103







2002



(e
)Cottonwood Square

Salt Lake City, UT





1,558



4,339







90



1,558



4,429



5,987



497







2002



(e
)Country Hills Plaza

Ogden, UT


13,923


3,620



9,080







588



3,620



9,668



13,288



1,053







2002



(e
)The Crossroads

Portage, MI


41,397


6,800



61,200







22,326



6,800



83,526



90,326



16,344







1999



(e
)Crossroads Center

St. Cloud, MN


87,945


10,813



72,203



2,393



37,875



13,206



110,078



123,284



16,065







2000



(e
)Cumberland Mall

Atlanta, GA


161,806


15,199



136,787



10,042



52,959



25,241



189,746



214,987



32,261







1998



(e
)Division Crossing

Portland, OR


5,648


1,773



4,935







323



1,773



5,258



7,031



584







2002



(e
)Eagle Ridge Mall

Lake Wales, FL


49,244


7,620



49,561







17,627



7,620



67,188



74,808



22,965



1995-1996







(e
)Eastridge Mall

Casper, WY


40,711


6,171



34,384



(79
)


4,806



6,092



39,190



45,282



4,549







2002



(e
)Eastridge Mall

San Jose, CA


170,000


36,724



178,018







10,568



36,724



188,586



225,310



11,806







2006



(e
)Eden Prairie Center

Eden Prairie, MN


83,388


465



19,024



28



127,429



493



146,453



146,946



27,988







1997



(e
)Fallbrook Center

West Hills, CA


74,957


6,117



10,077



10



101,259



6,127



111,336



117,463



44,165







1984



(e
)Faneuil Hall Marketplace

Boston, MD


97,201






122,098







1,224







123,322



123,322



12,128







2004



(e
)Fashion Place

Murray, UT


149,649


21,604



206,484







3,695



21,604



210,179



231,783



13,680







2004



(e
)Fashion Show

Las Vegas, NV


366,269


523,650



602,288







8,415



523,650



610,703



1,134,353



53,806







2004



(e
)Foothills Mall

Fort Collins, CO


43,325


8,031



96,642



1,233



1,369



9,264



98,011



107,275



9,214







2003



(e
)Fort Union

Midvale, UT


2,948






3,842







25







3,867



3,867



441







2002



(e
) F-55




---



##### Table of Contents



Costs CapitalizedSubsequent to


Gross Amounts at WhichInitial Cost(b)


Acquisition (c)


Carried at Close of Period (d)











Life Upon WhichBuildings





Buildings





Buildings














Latest Incomeand





and





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)dFour Seasons Town Centre

Greensboro, NC


106,162


27,231



141,978







2,483



27,231



144,461



171,692



12,493







2004



(e
)Fox River Mall

Appleton, WI


195,223


2,701



18,291



2,086



63,065



4,787



81,356



86,143



33,593



1983-1984







(e
)Fremont Plaza

Las Vegas, NV









3,956







295







4,251



4,251



452







2002



(e
)The Gallery At Harborplace

Baltimore, MD


106,176


17,912



174,410







3,459



17,912



177,869



195,781



13,373







2004



(e
)Gateway Crossing Shopping Center

Bountiful, UT


15,945


4,104



11,422







600



4,104



12,022



16,126



1,408







2002



(e
)Gateway Mall

Springfield, OR


41,156


8,728



34,707







36,551



8,728



71,258



79,986



31,570



1989-1990







(e
)Glenbrook Square

Fort Wayne, IN


184,179


30,414



195,896



50



5,904



30,464



201,800



232,264



17,526







2003



(e
)Governors Square

Tallahassee, FL


66,738






121,482







2,149







123,631



123,631



10,073







2004



(e
)The Grand Canal Shoppes

Las Vegas, NV


410,778






766,232







12,938







779,170



779,170



53,895







2004



(e
)Grand Teton Mall

Idaho Falls, ID


27,354


6,973



44,030







9,567



6,973



53,597



60,570



5,728







2002



(e
)Grand Teton Plaza

Idaho Falls, ID





2,349



7,336







587



2,349



7,923



10,272



500







2004



(e
)Grand Traverse Mall

Traverse City, MI


88,526


3,534



20,776







29,471



3,534



50,247



53,781



24,097



1990-1991







(e
)Greenwood Mall

Bowling Green, KY


46,206


3,200



40,202



187



33,888



3,387



74,090



77,477



30,770







1993



(e
)Halsey Crossing

Gresham, OR


2,764






4,363







115







4,478



4,478



509







2002



(e
)Harborplace

Baltimore, MD


28,692






54,308







3,655







57,963



57,963



6,199







2004



(e
)Hulen Mall

Fort Worth, TX


117,532


8,910



153,894







1,345



8,910



155,239



164,149



11,467







2004



(e
)Jordan Creek Town Center

West Des Moines, IA


193,733


18,142



166,143







10,423



18,142



176,566



194,708



16,966



2004







(e
)Knollwood Mall

St. Louis Park, MN


41,357






9,748



7,026



41,364



7,026



51,112



58,138



22,149







1978



(e
)Lakeside Mall

Sterling Heights, MI


188,554


35,860



369,639







3,283



35,860



372,922



408,782



25,231







2004



(e
)Lakeview Square

Battle Creek, MI


42,628


3,579



32,210







18,753



3,579



50,963



54,542



14,337







1996



(e
)Landmark Mall

Alexandria, VA





28,396



67,235







(374
)


28,396



66,861



95,257



15,691







2003



(e
)Lansing Mall

Lansing, MI


26,469


6,978



62,800



4,518



46,270



11,496



109,070



120,566



27,119







1996



(e
)Lincolnshire Commons

Lincolnshire, IL





10,784



9,441







2,735



10,784



12,176



22,960



577



2006







(e
)Lockport Mall

Lockport, NY





800



10,000







3,315



800



13,315



14,115



7,750







1986



(e
)Lynnhaven Mall

Virginia Beach, VA


246,035


33,698



229,433







5,060



33,698



234,493



268,191



22,045







2003



(e
)The Maine Mall

South Portland, ME


224,946


41,374



238,457



(297
)


8,317



41,077



246,774



287,851



19,803







2003



(e
)Mall At Sierra Vista

Sierra Vista, AZ





3,652



20,450







746



3,652



21,196



24,848



2,625







2002



(e
)The Mall In Columbia

Columbia, MD


193,913


34,650



522,363







14,936



34,650



537,299



571,949



35,580







2004



(e
)Mall Of Louisiana

Baton Rouge, LA


238,000


24,591



246,452







27,699



24,591



274,151



298,742



18,740







2004



(e
)Mall Of The Bluffs

Council Bluffs, IA


39,982


1,860



24,016



35



24,304



1,895



48,320



50,215



23,672



1985-1986







(e
)Mall St. Matthews

Louisville, KY


150,829






176,583







5,106







181,689



181,689



14,483







2004



(e
)Mall St. Vincent

Shreveport, LA


17,252


2,640



23,760







9,824



2,640



33,584



36,224



8,770







1998



(e
)Market Place Shopping Center

Champaign, IL


106,737


7,000



63,972







52,828



7,000



116,800



123,800



29,596







1997



(e
)Mayfair Mall

Wauwatosa, WI


185,783


14,707



224,847







34,172



14,707



259,019



273,726



48,592







2003



(e
)Meadows Mall

Las Vegas, NV


106,917


24,634



104,088



(3,259
)


16,655



21,375



120,743



142,118



23,620







2003



(e
)Metro Plaza

Baltimore, MD





1,050



10,340







148



1,050



10,488



11,538



1,758







2004



(e
)Mondawmin Mall

Baltimore, MD


16,604


10,800



47,531







935



10,800



48,466



59,266



5,890







2004



(e
)North Plains Mall

Clovis, NM





2,722



15,048







2,873



2,722



17,921



20,643



2,250







2002



(e
)North Star Mall

San Antonio, TX


242,932


29,230



467,961



3,791



31,653



33,021



499,614



532,635



30,906







2004



(e
)North Temple Shops

Salt Lake City, UT





168



468







6



168



474



642



53







2002



(e
)North Town Mall

Spokane, WA


76,677


22,407



125,033







5,660



22,407



130,693



153,100



15,470







2002



(e
)Northgate Mall

Chattanooga, TN


46,365


2,525



43,944







6,743



2,525



50,687



53,212



11,189







2003



(e
)Northridge Fashion Center

Northridge, CA


131,160


16,618



149,563



248



36,364



16,866



185,927



202,793



41,982







1998



(e
)Oak View Mall

Omaha, NE


118,248


12,056



113,042







4,134



12,056



117,176



129,232



20,025







2003



(e
)Oakwood Center

Gretna, LA


95,000


2,830



137,574







(29,360
)


2,830



108,214



111,044



12,709







2004



(e
)Oakwood Mall

Eau Claire, WI


53,309


3,267



18,281







27,224



3,267



45,505



48,772



23,823



1985-1986







(e
)Oglethorpe Mall

Savannah, GA


146,937


16,036



92,978







7,005



16,036



99,983



116,019



20,672







2003



(e
)Orem Plaza Center Street

Orem, UT


2,635


1,069



2,974







2,368



1,069



5,342



6,411



349







2002



(e
)Orem Plaza State Street

Orem, UT


1,631


592



1,649







59



592



1,708



2,300



188







2002



(e
)Oviedo Marketplace

Orlando, FL


53,795


24,017



23,958



(2,045
)


724



21,972



24,682



46,654



6,093







2004



(e
) F-56




---



##### Table of Contents



Costs CapitalizedSubsequent to


Gross Amounts at WhichInitial Cost(b)


Acquisition (c)


Carried at Close of Period (d)











Life Upon WhichBuildings





Buildings





Buildings














Latest Incomeand





and





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)Owings Mills Mall

Owing Mills, MD


28,849


27,534



173,005



(6,208
)


6,274



21,326



179,279



200,605



17,401







2004



(e
)Oxmoor Center

Louisville, KY


63,719






131,434







3,262







134,696



134,696



7,639







2004



(e
)Paramus Park

Paramus, NJ


108,143


47,660



182,124







2,327



47,660



184,451



232,111



12,935







2004



(e
)Park City Center

Lancaster, PA


155,556


8,465



177,191







11,711



8,465



188,902



197,367



38,340







2003



(e
)Park Place

Tucson, AZ


183,530


4,996



44,993



(280
)


112,564



4,716



157,557



162,273



34,322







1996



(e
)Peachtree Mall

Columbus, GA


93,011


22,052



67,679







4,921



22,052



72,600



94,652



8,773







2003



(e
)Pecanland Mall

Monroe, LA


61,811


10,101



68,329







9,868



10,101



78,197



88,298



10,505







2002



(e
)Piedmont Mall

Danville, VA


34,900


2,000



38,000







10,765



2,000



48,765



50,765



14,992







1995



(e
)Pierre Bossier Mall

Bossier City, LA


37,130


4,367



35,353







10,265



4,367



45,618



49,985



11,192







1998



(e
)Pine Ridge Mall

Pocatello, ID


27,448


4,905



27,349







6,179



4,905



33,528



38,433



3,864







2002



(e
)The Pines

Pine Bluff, AR





1,489



17,627



(242
)


17,223



1,247



34,850



36,097



17,942



1985-1986







(e
)Pioneer Place

Portland, OR


175,591


10,805



209,965







4,134



10,805



214,099



224,904



18,771







2004



(e
)Plaza 800

Sparks, NV









5,430







33







5,463



5,463



549







2002



(e
)Plaza 9400

Sandy, UT









9,114







196







9,310



9,310



1,053







2002



(e
)Prince Kuhio Plaza

Hilo, HI


39,826


9



42,710







2,363



9



45,073



45,082



9,523







2002



(e
)Providence Place

Providence, RI


430,434






502,809







3,969







506,778



506,778



38,968







2004



(e
)Provo Towne Centre

Provo, UT


50,366


13,486



74,587







1,428



13,486



76,015



89,501



9,443







2002



(e
)Red Cliffs Mall

St. George, UT


26,088


1,879



26,561



3,237



3,656



5,116



30,217



35,333



3,673







2002



(e
)Red Cliffs Plaza

St. George, UT









2,366







371







2,737



2,737



280







2002



(e
)Regency Square Mall

Jacksonville, FL


99,061


16,498



148,478



1,386



19,672



17,884



168,150



186,034



35,677







1998



(e
)Ridgedale Center

Minnetonka, MN


185,368


10,710



272,607







4,881



10,710



277,488



288,198



18,047







2004



(e
)Rio West Mall

Gallup, NM


22,844






19,500







6,919







26,419



26,419



13,432







1986



(e
)River Falls Mall

Clarksville, IN





3,178



54,610



3,703



83,392



6,881



138,002



144,883



36,358



1989-1990







(e
)River Hills Mall

Mankato, MN


83,018


3,714



29,014



993



36,360



4,707



65,374



70,081



24,992



1990-1991







(e
)River Pointe Plaza

West Jordan, UT


4,082


1,302



3,623







327



1,302



3,950



5,252



428







2002



(e
)Riverlands Shopping Center

LaPlace, LA





500



4,500



601



4,868



1,101



9,368



10,469



1,518







1998



(e
)Riverside Plaza

Provo, UT


5,841


2,475



6,890







1,996



2,475



8,886



11,361



1,020







2002



(e
)Rivertown Crossings

Grandville, MI


122,302


10,973



97,142



(3,747
)


50,099



7,226



147,241



154,467



34,979



1998-1999







(e
)Riverwalk Marketplace

New Orleans, LA


52,696






94,513







(135
)






94,378



94,378



10,166







2004



(e
)Rogue Valley Mall

Medford, OR


27,191


21,913



36,392



(95
)


3,847



21,818



40,239



62,057



4,494







2003



(e
)Saint Louis Galleria

St. Louis, MO


246,818


36,774



184,645



9,005



15,116



45,779



199,761



245,540



19,268







2003



(e
)Salem Center

Salem, OR


26,442


6,966



38,976







1,614



6,966



40,590



47,556



4,896







2002



(e
)The Shops At La Cantera

San Antonio, TX


177,141


10,966



205,222







7,402



10,966



212,624



223,590



8,664



2005







(e
)Sikes Senter

Wichita Falls, TX


63,672


12,759



50,567







2,780



12,759



53,347



66,106



7,035







2003



(e
)Silver Lake Mall

Coeur dAlene, ID





4,448



24,801







1,215



4,448



26,016



30,464



3,035







2002



(e
)Sooner Mall

Norman, OK


59,206


2,700



24,300



(119
)


18,740



2,581



43,040



45,621



12,162







1996



(e
)South Street Seaport

New York, NY









10,872







113







10,985



10,985



6,386







2004



(e
)Southlake Mall

Morrow, GA


105,996


6,700



60,407







13,912



6,700



74,319



81,019



19,373







1997



(e
)Southland Center

Taylor, MI


113,099


7,690



99,376







2,829



7,690



102,205



109,895



11,649







2004



(e
)Southland Mall

Hayward, CA


85,478


13,921



75,126



200



10,438



14,121



85,564



99,685



9,780







2002



(e
)Southshore Mall

Aberdeen, WA





650



15,350







5,665



650



21,015



21,665



11,820







1986



(e
)Southwest Plaza

Littleton, CO


76,159


9,000



103,984



602



33,660



9,602



137,644



147,246



30,488







1998



(e
)Spokane Valley Mall

Spokane, WA


39,168


11,455



67,046







(290
)


11,455



66,756



78,211



7,924







2002



(e
)Spokane Valley Plaza

Spokane, WA





3,558



10,150







90



3,558



10,240



13,798



1,136







2002



(e
)Spring Hill Mall

West Dundee, IL


81,444


12,400



111,644







19,849



12,400



131,493



143,893



28,306







1998



(e
)Staten Island Mall

Staten Island, NY


170,322


222,710



339,102







4,614



222,710



343,716



566,426



25,414







2004



(e
)Stonestown Galleria

San Francisco, CA


273,000


67,000



246,272







8,647



67,000



254,919



321,919



16,035







1998



(e
)The Streets At Southpoint

Durham, NC


249,359


16,070



406,266







7,127



16,070



413,393



429,463



25,714







2004



(e
)Three Rivers Mall

Kelso, WA


22,347


4,312



23,019







2,503



4,312



25,522



29,834



2,976







2002



(e
)Town East Mall

Mesquite, TX


110,957


7,711



149,258







16,896



7,711



166,154



173,865



23,688







2004



(e
) F-57




---



##### Table of Contents



Costs CapitalizedSubsequent to


Gross Amounts at WhichInitial Cost(b)


Acquisition (c)


Carried at Close of Period (d)











Life Upon WhichBuildings





Buildings





Buildings














Latest Incomeand





and





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)Tucson Mall

Tucson, AZ


123,014






181,424







29,650







211,074



211,074



27,217







2001



(e
)Twin Falls Crossing

Twin Falls, ID





275



769











275



769



1,044



86







2002



(e
)University Crossing

Orem, UT


11,904


3,420



9,526







587



3,420



10,113



13,533



1,131







2002



(e
)Valley Hills Mall

Hickory, NC


59,374


3,444



31,025



2,212



43,648



5,656



74,673



80,329



18,080







1997



(e
)Valley Plaza Mall

Bakersfield, CA


100,359


12,685



114,166







19,322



12,685



133,488



146,173



27,881







1998



(e
)The Village Of Cross Keys

Baltimore, MD


618


18,070



57,285







1,980



18,070



59,265



77,335



5,301







2004



(e
)Visalia Mall

Visalia, CA


44,801


11,052



58,172







5,984



11,052



64,156



75,208



7,578







2002



(e
)Ward Centers

Honolulu, HI


217,938


164,007



89,321



1,475



47,540



165,482



136,861



302,343



17,609







2002



(e
)West Valley Mall

Tracy, CA


60,982


9,295



47,789



1,591



34,720



10,886



82,509



93,395



27,183



1995







(e
)Westlake Center

Seattle, WA


79,279


12,971



117,003



4,669



4,603



17,640



121,606



139,246



14,424







2004



(e
)Westwood Mall

Jackson, MI


37,110


2,658



23,924



913



5,879



3,571



29,803



33,374



8,750







1996



(e
)White Marsh Mall

Baltimore, MD


72,149


24,760



239,688







6,746



24,760



246,434



271,194



17,996







2004



(e
)White Mountain Mall

Rock Springs, WY





1,363



7,611







6,078



1,363



13,689



15,052



1,954







2002



(e
)Willowbrook

Wayne, NJ


178,659


28,810



444,762







6,544



28,810



451,306



480,116



30,390







2004



(e
)Woodbridge Center

Woodbridge, NJ


217,513


50,737



420,703







2,568



50,737



423,271



474,008



30,958







2004



(e
)Woodlands Village

Flagstaff, AZ


7,463


2,689



7,484







147



2,689



7,631



10,320



841







2002



(e
)Yellowstone Square

Idaho Falls, ID





1,057



2,943







130



1,057



3,073



4,130



340







2002



(e
)Other, including corporate and
    developments in progress




5,986,735


265,143



490,895



102,691



409,021



367,834



899,916



1,267,750



130,493Total Retail and Other




20,415,833


3,074,441



17,056,164



158,432



2,715,913



3,232,873



19,772,077



23,004,950



2,766,833Master Planned
    CommunitiesBridgeland

Houston, TX


41,587


257,222







66,756



567



323,978



567



324,545



28







2004



(e
)Columbia

Howard County, MD





315,944







(91,111
)


111



224,833



111



224,944











2004



(e
)Fairwood

Prince Georges County, MD





136,434







(34,546
)


19



101,888



19



101,907











2004



(e
)Summerlin

Summerlin, NV


52,835


990,179







12,858



110



1,003,037



110



1,003,147



10







2004



(e
)Other




11,712










2,102



6



2,102



6



2,108



Total Master Planned
    Communities




106,134


1,699,779







(43,941
)


813



1,655,838



813



1,656,651



38Total



$
20,521,967

$
4,774,220


$
17,056,164


$
114,491


$
2,716,726


$
4,888,711


$
19,772,890


$
24,661,601


$
2,766,871  F-58




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    SCHEDULE III
  (a)
    
    See description of mortgage notes and other property 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 and 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 $16.1 billion.(e)
    
    Depreciation is computed based upon the following estimated
    lives:  YearsBuildings, improvements and
    carrying costs


40-45Equipment, tenant improvements and
    fixtures


5-10   Reconciliation
    of Real Estate
  2006


2005


2004(In thousands)Balance at beginning of year

$
23,583,536


$
23,308,792


$
9,677,348Acquisitions


234,624







11,235,608Change in Master Planned
    Communities land


4,775



5,363



1,645,700Additions


855,529



496,362



804,556Hurricane property damage
    provisions  Oakwood Center and Riverwalk
    (Note 14)






(53,022
)


Dispositions


(16,863
)


(173,959
)


(54,420
)Balance at end of year

$
24,661,601


$
23,583,536


$
23,308,792   Reconciliation
    of Accumulated Depreciation
  2006


2005


2004(In thousands)Balance at beginning of year

$
2,104,956


$
1,453,488


$
1,101,235Depreciation expense


663,524



652,109



354,560Dispositions and other


(1,609
)


(641
)


(2,307
)Balance at end of year

$
2,766,871


$
2,104,956


$
1,453,488  F-59




---



##### 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, incorporated herein by
    reference).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, incorporated herein by reference).3
.3

Certificate of Designations,
    Preferences and Rights of Increasing Rate Cumulative Preferred
    Stock, Series 1 Filed with the Delaware Secretary of State on
    February 26, 2007 (Filed herewith).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein
    by reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).4
.11

Redemption Rights Agreement
    (PDC 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 10.6 to the Current Report on
    Form 8-K
    dated July 10, 2002 which was filed with the SEC on
    July 24, 2002, incorporated herein by reference). S-1




---



##### Table of Contents



4
.12

Redemption Rights Agreement
    (PDC 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 10.7 to the Current Report on
    Form 8-K
    dated July 10, 2002 which was filed with the SEC on
    July 24, 2002, incorporated herein by reference).4
.13

Redemption Rights Agreement
    (Series C Preferred Units) dated November 27, 2002, by
    and among the Operating Partnership, General Growth Properties,
    Inc. and JSG, LLC (previously filed as Exhibit 10(LLL) 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, incorporated herein by
    reference).4
.14

Redemption Rights Agreement
    (PDC 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, incorporated herein by
    reference).4
.15

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, incorporated herein by
    reference).4
.16

Form of 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, 2005 which was filed with
    the SEC on March 31, 2006, incorporated herein by
    reference).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, incorporated herein by
    reference).4
.18

Registration Rights Agreement
    dated April 17, 2002, between General Growth Properties,
    Inc. and GSEP 2002 Realty Corp. (previously filed as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002 which was
    filed with the SEC on May 13, 2002, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).4
.24

The Rouse Company LP, TRC
    Co-Issuer, Inc. and LaSalle Bank National Association (Trustee)
    Indenture dated May 5, 2006 (filed herewith). S-2




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##### Table of Contents



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, incorporated herein by reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).10
.4

Third Amendment to the LP
    Agreement dated as of February 15, 2002 (previously filed
    as Exhibit 10.3 to the Current Report on
    Form 8-K
    dated July 10, 2002 which was filed with the SEC on
    July 24, 2002, incorporated herein by reference).10
.5

Amendment to the LP Agreement
    dated as of April 24, 2002 (previously filed as
    Exhibit 10.4 to the Current Report on
    Form 8-K
    dated July 10, 2002 which was filed with the SEC on
    July 24, 2002, incorporated herein by reference).10
.6

Fourth Amendment to the LP
    Agreement dated as of July 10, 2002 (previously filed as
    Exhibit 10.5 to the Current Report on
    Form 8-K
    dated July 10, 2002 which was filed with the SEC on
    July 24, 2002, incorporated herein by reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by reference).10
.12

Amendment to the LP Agreement
    dated September 30, 2006 (filed herewith).10
.13

Twelfth Amendment to the LP
    Agreement dated December 31, 2006 (filed herewith).10
.14

Second Amended and Restated
    Operating Agreement of GGPLP L.L.C. dated April 17, 2002
    (the LLC Agreement) (previously filed as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002 which was
    filed with the SEC on May 13, 2002, incorporated herein by
    reference).10
.15

First Amendment to the LLC
    Agreement dated April 23, 2002 (previously filed as
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2002 which was
    filed with the SEC on May 13, 2002, incorporated herein by
    reference). S-3




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##### Table of Contents



10
.16

Second Amendment to the LLC
    Agreement dated May 13, 2002 (previously filed as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2002 which was
    filed with the SEC on August 13, 2002, incorporated herein
    by reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by
    reference).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, incorporated herein by reference).10
.21

Stockholders Agreement dated
    December 20, 1995, among GGP/Homart, Inc., Operating
    Partnership, The Comptroller of the State of New York, As
    Trustee of the Common Retirement Fund (NYSCRF),
    Equitable Life Insurance Company of Iowa, USG Annuity &
    Life Company, Trustees of the University of Pennsylvania and
    General Growth Properties (previously filed as
    Exhibit 10.18 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, incorporated herein by
    reference).10
.22

First Amendment to Stockholders
    Agreement dated September 10, 1996 (previously filed as
    Exhibit 10.19 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, incorporated herein by
    reference).10
.23

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, incorporated herein by
    reference).10
.24

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, incorporated herein by
    reference).10
.25

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, incorporated herein by
    reference).10
.26

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, incorporated herein by
    reference).10
.27

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, incorporated herein by
    reference).10
.28

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, incorporated herein by
    reference).10
.29

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, incorporated herein by
    reference).10
.30*

Summary of Non-Employee Director
    Compensation Program (previously filed as Exhibit 10.1 to
    the Current Report on
    Form 8-K
    dated July 26, 2005 which was filed with the SEC on
    July 28, 2005, incorporated herein by reference). S-4




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10
.31

Form of 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 99.1 to the Registration Statement on
    Form S-3/A
    (No. 333-120373)
    which was filed with the SEC on December 23, 2004,
    incorporated herein by reference).10
.32

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,
    incorporated herein by reference).10
.33

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, incorporated herein by
    reference).10
.34*

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, incorporated herein
    by reference).10
.35*

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, incorporated herein
    by reference).10
.36*

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, incorporated herein by
    reference).10
.37*

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, incorporated herein
    by reference).10
.38*

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, incorporated herein
    by reference).10
.39*

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, incorporated herein by
    reference).10
.40*

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, incorporated herein
    by reference).10
.41*

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, incorporated herein
    by reference).21


List of Subsidiaries (filed
    herewith).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 (filed herewith).  S-5




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(*)
    
    A compensatory plan or arrangement required to be filed.  Regulation S-K,
 S-6