##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 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, 2007oro

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

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

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

60606(Address of principal executive
    offices)

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

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

New York Stock ExchangePreferred Stock Purchase Rights

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

Accelerated filer
    o

Non-accelerated
    filer o

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




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##### 





GENERAL
    GROWTH PROPERTIES, INC.
    Annual Report on
    Form 10-K
    December 31, 2007
    TABLE OF CONTENTS
   
 Item No.



Page NumberPart I1.

Business


11A.

Risk Factors


71B.

Unresolved Staff Comments


162.

Properties


163.

Legal Proceedings


284.

Submission of Matters to a Vote of Security
    Holders


28Part II5.

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


286.

Selected Financial Data


297.

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


317A.

Quantitative and Qualitative Disclosures About
    Market Risk


528.

Financial Statements and Supplementary Data


539.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


539A.

Controls and Procedures


539B.

Other Information


55Part III10.

Directors, Executive Officers and Corporate
    Governance


5511.

Executive Compensation


5512.

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


5513.

Certain Relationships and Related Transactions,
    and Director Independence


5614.

Principal Accountant Fees and Services


56Part IV15.

Exhibits and Financial Statement Schedules


57Signatures


58Consolidated Financial Statements


F-1Consolidated Financial Statement
    Schedule


F-56Exhibit Index


S-1Redemption Rights AgreementRedemption Rights AgreementRedemption Rights AgreementRegistration Rights AgreementRegistration Rights AgreementThird Amendment to the LP AgreementAmendment to the LP AgreementFourth Amendment to the LP AgreementSecond Amended and Restated Operating AgreementFirst Amendment to the LLC AgreementSecond Amendment to the LLC AgreementThird Amendment to the Operating Agreement of GGP/Homart II L.L.C.Summary of Non-Employee Director Compensation ProgramContingent Stock AgreementList of SubsidiariesConsent of Deloitte & Touche LLPConsent of KPMG LLPCertification of Chief Executive OfficerCertification of Chief Financial OfficerSection 906 Certification of Chief Executive OfficerSection 906 Certification of Chief Financial OfficerFinancial 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
   1




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General
    Development of Business
    
    Development projects, including new development and
    redevelopment and expansion of existing properties. In September
    2007, we opened Natick Collection in Natick, Massachusetts.
    Natick Collection, which is the largest mall in New England, is
    anchored by Nordstrom, Neiman Marcus, JC Penney,
    Lord & Taylor, Macys and Sears and includes
    retail, dining and recreation. Additionally, we opened The Shops
    at Fallen Timbers in Maumee, Ohio in October 2007. This open-air
    center includes approximately one million square feet of retail,
    dining and entertainment space. Anchors include Dillards,
    JC Penney, Barnes and Noble and a multi-screen theater. In
    November 2007, we opened Park West in Peoria, Arizona. This
    open-air shopping, dining and entertainment center is anchored
    by a 16-screen Harkins Theatre. During 2007, including Natick
    Collection, The Shops at Fallen Timbers and Park West, we
    completed 39 projects with total costs of more than
    $1.16 billion. 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 and hotel space. Development expenditures, including
    new developments, redevelopments and expansions were
    approximately $790 million in 2007 and are expected to
    approximate $2.10 billion in 2008 through 2011.
    Increasing net operating income (NOI) at our
    existing 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, increasing alternative sources of
    revenue 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. At
    December 31, 2007, we had investments of approximately
    $237.1 million relating to our joint ventures in Brazil,
    Turkey and Costa Rica. During 2007 we opened Espark in
    Eskisehir, Turkey, Bangu Shopping in Rio de Janeiro, Brazil and
    Santana Parque Shopping in Sao Paulo, Brazil. Our joint venture
    in Brazil have ownership interests in ten operating retail
    centers, one third-party management company, and four retail
    centers under development and our joint ventures in Turkey own a
    third party management company, one operating retail center and
    two retail centers under development.
    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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##### Table of Contents



Category

% of Square Feet


Representative TenantsSpecialty (includes personal services)


22
%

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


15


Aerie, Banana Republic, Eddie Bauer, Express, Gap,  J. Crew,
    Lululemon, Athletica, MW Tux, Old Navy, S & K MenswearWomens Apparel


13


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


11


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


8


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


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, Radio
    Shack, Ritz Camera, SuncoastHome Furnishings


4


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 CandleJewelry


2


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 RiteFast Food/Food Court


2


Arbys, Auntie Annes, Chick-Fil-A, McDonalds,
    Sbarro, Subway, Taco Bell 3




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Category

% of Square Feet


Representative TenantsPersonal Care


2


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


2


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


100
%     Other
    Office, Industrial and Mixed-Use Buildings
    Master
    Planned Communities Segment
    As of December 31, 2007Total


RemainingGross


SaleableProject

Location

Acres(1)


Acres(2)Maryland communities(3)

Baltimore and Prince Georges County, Maryland/Washington
    D.C. corridor


19,100



588Summerlin

Northwest of Las Vegas, Nevada


22,500



7,682Bridgeland

Western Houston, Texas


11,400



7,287Woodlands(4)

Houston, Texas


28,400



2,571     (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)
    
    Maryland communities includes Columbia and Fairwood.(4)
    
    We own 52.5% of Woodlands. Total gross acres and remaining
    saleable acres represent 100% of the project.    Other
    Business Information
  Competition
   4




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
    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      
    Subject to certain limitations, the funds necessary for cash
    acquisitions are available to us from a combination of sources,
    including mortgage or unsecured financing, joint venture equity,
    the issuance of company level public or private debt, equity or
    hybrid securities.
    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
   5




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and/or
      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
 6




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Item 1A.
    Risk
    Factors  Risks
    Related to Real Estate Investments
  We
    invest primarily in regional shopping centers and other
    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
    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 and
    declines in the sales productivity of department
    stores
   7




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It may
    be difficult to buy and sell real estate quickly, and transfer
    restrictions apply to some of our properties
    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 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
 8




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We are
    in a competitive business
      Some
    of our properties are subject to potential natural or other
    disasters
  and/or
  Possible
    terrorist activity or other acts of violence could adversely
    affect our financial condition and results of
    operations
    Some
    potential losses are not insured
   9




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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
    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
  In
    order to maintain our status as a REIT, we must satisfy certain
    requirements which reduce the amount of cash available to grow
    our business or service our indebtedness
   10




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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 or to pay dividends 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
    Engage in mergers and acquisitions      We may
    not be able to obtain capital to refinance debt or make
    investments, or obtain such capital on favorable or acceptable
    terms
   11




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We may
    have to reduce or eliminate our dividend
    We
    have significant obligations under a Contingent Stock Agreement
    we assumed in the TRC Merger
    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
   12




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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
      We
    might fail to qualify or remain qualified as a REIT, which would
    reduce our funds available for distribution to
    stockholders
      An
    ownership limit and certain anti-takeover defenses and
    applicable law may hinder any attempt to acquire
    us
  The Ownership Limit.
 13




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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.
  
    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
     14




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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
    Short sales of our stock triggered by hedging activities,
    including the purchase of credit default swaps, by certain of
    our lenders
    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 volatility, 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
   15




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Forward-Looking
    Information
      
    Projections of our revenues, income, earnings per share, Funds
    From Operations (FFO), capital expenditures, income
    tax and other contingent liabilities, dividends, leverage,
    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 development spending
    Expected sales of our Master Planned Communities segment
    Future development, management and leasing fees
    Future financings, repayment of debt and interest rates
    Distributions pursuant to the Contingent Stock Agreement
    Future cash needed to meet federal income tax requirements      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     16




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Consolidated
    Retail Properties
  GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesAla Moana Center(2)

Honolulu, HI


1,804,839



857,631


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


490,974



241,509


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


Apache Mall(2)

Rochester, MN


752,664



269,672


Herbergers, JCPenney, Macys, Sears


Arizona Center(2)

Phoenix, AZ


168,429



82,426


AMC Theatres


Augusta Mall(2)

Augusta, GA


1,070,069



409,846


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


Austin Bluffs Plaza

Colorado Springs, CO


107,402



107,402





2Bailey Hills Village

Eugene, OR


11,887



11,887


N/A


N/ABaskin Robbins

Idaho Falls, ID


1,814



1,814


N/A


N/ABay City Mall

Bay City, MI


526,426



210,775


JCPenney, Sears, Target, Younkers


Baybrook Mall

Friendswood (Houston), TX


1,242,879



342,270


Dillards, JCPenney, Macys, Sears


1Bayshore Mall(2)

Eureka, CA


615,439



395,181


Gottschalks, Mervyns, Sears


Bayside Marketplace(2)

Miami, FL


218,674



218,674


N/A


N/ABeachwood Place

Beachwood, OH


914,516



334,936


Dillards, Nordstrom, Saks Fifth Avenue


Bellis Fair

Bellingham (Seattle), WA


773,036



334,712


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


Birchwood Mall

Port Huron (Detroit), MI


786,822



330,593


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(2)

Boise, ID


1,163,435



493,406


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


Brass Mill Center

Waterbury, CT


987,994



330,655


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


Brass Mill Commons

Waterbury, CT


197,033



197,033


Barnes & Noble, Hometown Buffet, Michaels Arts and
    Crafts, OfficeMax, Shaws Supermarket, Toys R Us


The Boulevard Mall

Las Vegas, NV


1,183,940



395,904


Dillards, JCPenney, Macys, Sears


Burlington Town Center(2)

Burlington, VT


309,280



162,527


Macys


Cache Valley Mall

Logan, UT


321,385



175,553


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/A 17




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##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesCapital Mall

Jefferson City, MO


563,878



330,801


Dillards, JCPenney, Sears


Century Plaza

Birmingham, AL


738,867



252,911


Sears


3Chapel Hills Mall

Colorado Springs, CO


1,210,695



415,256


Burlington Coat Factory, Dicks Sporting Goods,
    Dillards, JCPenney, Kmart, Macys, Sears


Chico Mall

Chico, CA


506,251



184,123


Gottschalks, JCPenney, Sears


1Chula Vista Center

Chula Vista (San Diego), CA


873,125



284,988


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


Coastland Center(2)

Naples, FL


931,096



340,706


Dillards, JCPenney, Macys, Sears


Collin Creek

Plano, TX


1,118,156



328,073


Amazing Jakes, Dillards, JCPenney, Macys, Sears


Colony Square Mall

Zanesville, OH


514,952



268,170


Cinemark, Elder-Beerman, JCPenney, Sears


Columbia Mall

Columbia, MO


747,346



326,286


Dillards, JCPenney, Sears, Target


Columbiana Centre

Columbia, SC


823,986



265,009


Belk, Dillards, JCPenney, Sears


Coral Ridge Mall

Coralville (Iowa City), IA


1,075,620



420,455


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


Coronado Center(2)

Albuquerque, NM


1,151,372



377,043


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


Cottonwood Mall

Salt Lake City, UT


220,954



6,600


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


771,005



268,045


JCPenney, Macys, Burlington Coat Factory, Sears


Crossroads Center

St. Cloud, MN


896,245



290,565


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


Cumberland Mall

Atlanta, GA


1,037,923



389,939


Costco, Macys, Sears


Deerbrook Mall

Humble (Houston), TX


1,209,197



411,219


AMC Theatres, Dillards, JCPenney, Macys, Sears,
    Steve & Barrys


Division Crossing

Portland, OR


100,910



100,910


Rite Aid, Safeway


Eagle Ridge Mall

Lake Wales (Orlando), FL


658,763



263,308


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


Eastridge Mall

San Jose, CA


1,331,019



496,625


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


Eastridge Mall

Casper, WY


573,869



284,073


JCPenney, Macys, Sears, Target


Eden Prairie Center

Eden Prairie (Minneapolis), MN


1,135,303



326,300


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


Fallbrook Center(2)

West Hills (Los Angeles), CA


877,271



877,271


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


Faneuil Hall Marketplace(2)

Boston, MA


196,363



196,363


N/A


N/AFashion Place(2)

Murray, UT


886,889



320,916


Dillards, Nordstrom, Sears


Fashion Show

Las Vegas, NV


1,890,796



538,087


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


1Foothills Mall

Fort Collins, CO


801,444



461,347


Macys, Sears


2Fort Union(2)

Midvale (Salt Lake City), UT


32,968



32,968


N/A


N/AFour Seasons Town Centre

Greensboro, NC


1,136,953



494,937


Belk, Dillards, JCPenney


Fox River Mall

Appleton, WI


1,207,390



518,753


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


 18




---



##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesFremont Plaza(2)

Las Vegas, NV


115,895



115,895


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


823,484



341,778


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


Gateway Overlook(2)

Columbia, MD


509,363



509,363


Best Buy, Costco, Golf Galaxy, Loehmanns, Lowes


Glenbrook Square

Fort Wayne, IN


1,215,563



438,693


JCPenney, Macys, Sears


1Governors Square(2)

Tallahassee, FL


1,027,141



335,536


Dillards, JCPenney, Macys, Sears


The Grand Canal Shoppes

Las Vegas, NV


490,862



490,862


N/A


N/AGrand Teton Mall

Idaho Falls, ID


543,090



219,165


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


591,430



278,039


GKC Theaters, JCPenney, Macys, Target


Greenwood Mall

Bowling Green, KY


845,285



416,232


Dillards, JCPenney, Macys, Sears


Halsey Crossing(2)

Gresham (Portland), OR


99,438



99,438


Safeway


Harborplace(2)

Baltimore, MD


151,783



151,783


N/A


N/AHulen Mall

Fort Worth, TX


948,458



351,888


Dillards, Macys, Sears


Jordan Creek Town Center

West Des Moines, IA


1,334,658



792,959


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


Knollwood Mall

St. Louis Park (Minneapolis), MN


463,905



167,682


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


Lakeland Square

Lakeland (Orlando), FL


893,913



283,875


Burlington Coat Factory, Dillards, Dillards
    Mens & Home, JCPenney, Macys, Sears


Lakeside Mall

Sterling Heights, MI


1,523,432



502,714


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


Lakeview Square

Battle Creek, MI


553,842



262,249


JCPenney, Macys, Sears


Landmark Mall(2)

Alexandria (Washington, D.C.), VA


884,683



325,746


Lord & Taylor, Macys, Sears


Lansing Mall(2)

Lansing, MI


837,620



414,450


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


Lincolnshire Commons

Lincolnshire (Chicago), IL


122,727



122,727


DSW Shoe Warehouse


Lockport Mall

Lockport, NY


90,734



90,734


The Bon Ton


Lynnhaven Mall

Virginia Beach, VA


1,175,925



460,478


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


The Maine Mall

South Portland, ME


853,154



346,093


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


Mall at Sierra Vista

Sierra Vista, AZ


369,700



138,430


Cinemark, Dillards, Sears


The Mall in Columbia

Columbia, MD


1,399,973



599,805


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


Mall of Louisiana

Baton Rouge, LA


1,328,172



520,690


Dillards, JCPenney, Macys, Sears


Mall of the Bluffs

Council Bluffs (Omaha, NE), IA


706,070



379,848


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


Mall St. Matthews(2)

Louisville, KY


1,081,670



345,965


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


1Mall St. Vincent(2)

Shreveport, LA


533,653



185,653


Dillards, Sears


 19




---



##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesMarket Place Shopping Center

Champaign, IL


1,045,501



509,755


Bergners, JCPenney, Macys, Sears


Mayfair

Wauwatosa (Milwaukee), WI


1,110,479



491,095


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


Meadows Mall

Las Vegas, NV


956,279



319,426


Dillards, JCPenney, Macys, Sears


Mondawmin Mall

Baltimore, MD


371,887



305,187


Shoppers Food and Pharmacy


Moreno Valley Mall

Moreno Valley (Riverside), CA


1,100,418



331,227


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


Newgate Mall

Ogden (Salt Lake City), UT


724,915



252,781


Cinemark Tinseltown 14, Dillards, Mervyns, Sears,
    Sports Authority


NewPark Mall

Newark (San Francisco), CA


1,210,449



395,601


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


North Plains Mall

Clovis, NM


303,197



109,116


Bealls, Dillards, JCPenney, Sears


North Point Mall

Alpharetta (Atlanta), GA


1,374,942



408,655


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


1North Star Mall

San Antonio, TX


1,253,528



428,656


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


North Temple Shops

Salt Lake City, UT


10,181



10,181


N/A


N/ANorthgate Mall

Chattanooga, TN


811,526



346,206


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


Northridge Fashion Center

Northridge (Los Angeles), CA


1,526,911



606,099


JCPenney, Macys, Pacific Theatres, Sears


NorthTown Mall

Spokane, WA


1,046,019



414,525


Bumpers Family Fun Center, JCPenney, Kohls, Macys,
    Regal Cinemas, Sears, Steve & Barrys


Oak View Mall

Omaha, NE


864,966



260,706


Dillards, JCPenney, Sears, Younkers


Oakwood Center

Gretna, LA


756,982



239,588


Dillards, JCPenney, Sears


Oakwood Mall

Eau Claire, WI


817,707



332,631


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


Oglethorpe Mall

Savannah, GA


945,797



365,649


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


27,603



27,603


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(2)

Louisville, KY


933,907



286,697


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


Paramus Park

Paramus, NJ


766,912



307,855


Macys, Sears


Park City Center

Lancaster (Philadelphia), PA


1,427,198



527,301


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


Park Place

Tucson, AZ


1,057,426



402,689


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


Park West

Peoria, AZ


247,951



247,951


Harkins Threatre


The Parks at Arlington

Arlington (Dallas), TX


1,514,263



433,047


AMC Theatres, Barnes & Noble, Circuit City, Dicks
    Sporting Goods, Dillards, Forever 21, JCPenney,
    Macys, Sears


Peachtree Mall

Columbus, GA


818,028



309,413


Dillards, JCPenney, Macys, Parisian


Pecanland Mall

Monroe, LA


943,865



328,429


Belk, Burlington Coat Factory, Dillards, JCPenney, Sears


 20




---



##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesPembroke Lakes Mall

Pembroke Pines (Fort Lauderdale), FL


1,137,341



356,066


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


Piedmont Mall

Danville, VA


726,797



175,059


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


Pierre Bossier Mall

Bossier City (Shreveport), LA


607,024



213,726


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


367,001



286,001


Saks Fifth Avenue


Plaza 800(2)

Sparks (Reno), NV


176,431



176,431


Save Mart Supermarkets


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


1,263,207



517,659


Bed Bath & Beyond, Dave &


Busters, JCPenney, Macys, Nordstrom, Old Navy,
    Providence Place Cinemas 16Provo Towne Centre(3)

Provo, UT


800,294



230,225


Cinemark, Dillards, JCPenney, Sears


Red Cliffs Mall

St. George, UT


389,277



122,641


Barnes & Noble, Dillards, JCPenney, Sears


Red Cliffs Plaza

St. George, UT


57,304



57,304


Golds Gym, Sears


Regency Square Mall

Jacksonville, FL


1,384,492



525,486


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


Ridgedale Center

Minnetonka, MN


1,043,975



341,595


JCPenney, Macys Mens & 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


890,744



890,744


Bass Pro Shops Outdoor World,


Dicks Sporting Goods, Louisville Athletic Club, Old Time
    Pottery, Toys R UsRiver Hills Mall

Mankato, MN


719,742



277,655


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


River Pointe Plaza

West Jordan (Salt Lake City), UT


224,277



224,277


Albertsons, ShopKo


Riverlands Shopping Center

LaPlace (New Orleans), LA


185,119



185,119


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


Riverside Plaza

Provo, UT


176,189



176,189


Big Lots, Maceys, Rite Aid


Rivertown Crossings

Grandville (Grand Rapids), MI


1,270,582



421,524


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


Riverwalk Marketplace(2)

New Orleans, LA


187,751



187,751


N/A


N/ARogue Valley Mall

Medford (Portland), OR


639,217



251,779


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


Saint Louis Galleria

St. Louis, MO


1,159,184



469,504


Dillards, Macys


1Salem Center(2)

Salem, OR


650,251



212,251


JCPenney, Kohls, Macys, Nordstrom


The Shoppes at Buckland Hills

Manchester, CT


1,049,892



457,281


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


The Shops at Fallen Timbers

Maumee, OH


574,313



377,355


Dillards, JCPenney, Staybridge Suites


The Shops at La Cantera(3)

San Antonio, TX


1,017,235



388,235


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


 21




---



##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesSikes Senter

Wichita Falls, TX


667,551



262,027


Dillards, JCPenney, Sears, Sikes Ten Theatres


Silver Lake Mall

Coeur d Alene, ID


326,603



110,239


JCPenney, Macys, Sears


1Sooner Mall

Norman, OK


508,971



168,899


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


South Street Seaport(2)

New York, NY


283,581



251,562


N/A


N/ASouthlake Mall

Morrow (Atlanta), GA


1,014,249



273,997


JCPenney, Macys, Sears


1Southland Center

Taylor, MI


915,048



287,011


Best Buy, JCPenney, Macys


1Southland Mall

Hayward, CA


1,277,567



537,303


JCPenney, Macys, Mervyns, Sears


Southshore Mall(2)

Aberdeen, WA


291,666



157,891


JCPenney, Sears


Southwest Plaza(2)

Littleton (Denver), CO


1,352,532



653,171


Dicks Sporting Goods, Dillards, JCPenney,
    Macys, Sears, Steve & Barrys


Spokane Valley Mall(3)

Spokane, WA


738,010



318,926


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


1,373,051



640,256


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


Staten Island Mall

Staten Island, NY


1,276,411



569,622


Babies R Us, JCPenney, Macys, Macys Home Store, Sears


Steeplegate Mall

Concord, NH


481,744



225,397


The Bon Ton, JCPenney, Sears


Stonestown Galleria

San Francisco, CA


863,676



435,383


Macys, Nordstrom


The Streets at Southpoint

Durham, NC


1,305,691



579,344


Barnes & Noble, Hudson Belk,


JCPenney, Macys, Maggianos, Nordstrom, Pottery Barn,
    Sears, Urban OutfittersThree Rivers Mall

Kelso, WA


430,111



236,878


JCPenney, Macys, Sears


1Town East Mall

Mesquite (Dallas), TX


1,253,715



444,329


Dillards, JCPenney, Macys, Sears


Tucson Mall(2)

Tucson, AZ


1,326,359



468,095


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


Twin Falls Crossing

Twin Falls, ID


37,680



37,680


Kalik Investors


Tysons Galleria

McLean (Washington, D.C.), VA


819,825



307,892


Macys, Neiman Marcus, Saks Fifth Avenue


University Crossing

Orem, UT


206,059



206,059


Barnes & Noble, CompUSA, Burlington Coat Factory,
    OfficeMax, Pier 1 Imports


Valley Hills Mall

Hickory, NC


935,803



324,287


Belk, Dillards, JCPenney, Sears


Valley Plaza Mall

Bakersfield, CA


1,159,734



433,045


Gottschalks, JCPenney, Macys, Sears


1The Village at Redlands

Redlands, CA


173,891



78,832


Gottschalks


Village of Cross Keys Retail

Baltimore, MD


74,172



74,172


N/A


N/AVisalia Mall

Visalia, CA


442,344



185,344


Gottschalks, JCPenney


Vista Commons

Las Vegas, NV


71,187



71,187


N/A


N/AVista Ridge Mall

Lewisville (Dallas), TX


1,105,378



336,531


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


Ward Centers

Honolulu, HI


741,202



698,541


Sports Authority


Washington Park Mall

Bartlesville, OK


357,405



163,109


Dillards, JCPenney, Sears


West Oaks Mall

Ocoee (Orlando), FL


1,069,063



368,307


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


West Valley Mall

Tracy (San Francisco), CA


879,663



482,754


Gottschalks, JCPenney, Movies 14,
    Sears, Target


Westlake Center(2)

Seattle, WA


104,572



104,572


N/A


N/AWestwood Mall

Jackson, MI


507,859



136,171


Elder-Beerman, JCPenney,
    Wal-Mart


 22




---



##### Table of Contents



GLAMall and




AnchorName of Center

Location(1)

Total


Freestanding


Anchors/Significant Tenants

VacanciesWhite Marsh Mall

Baltimore, MD


1,152,983



373,339


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


White Mountain Mall

Rock Springs, WY


333,563



156,435


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


Willowbrook

Wayne, NJ


1,511,020



483,020


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


Woodbridge Center

Woodbridge, NJ


1,647,530



562,495


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


The Woodlands Mall

Woodlands (Houston), TX


1,354,766



509,537


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


Woodlands Village

Flagstaff, AZ


91,810



91,810





Yellowstone Square

Idaho Falls, ID


221,937



221,937


Yellowstone Warehouse


1137,906,150



58,834,933     (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.  Unconsolidated
    Retail Properties
  GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesAlderwood

Lynnwood (Seattle), WA


50.5
%


1,278,763



508,212


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


Altamonte Mall

Altamonte Springs (Orlando), FL


50



1,155,601



477,053


Dillards, JCPenney, Macys, Sears


Arrowhead Towne Center

Glendale, AZ


33.33



1,135,748



351,211


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


Bangu Shopping

Rio de Janeiro, Rio de Janeiro (Brazil)


34



472,167



246,125


C&A, Casa & Video, Casas Bahia, Cinesystem, Centaurol,
    Insinuante, Leader, Leroy Merlin, Lojas Americanas, Unisuam


Bridgewater Commons

Bridgewater, NJ


35



962,188



426,299


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


Carolina Place

Pineville (Charlotte), NC


50.5



1,156,847



351,931


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


Center Pointe Plaza

Las Vegas, NV


50



144,635



75,623


Albertsons, Beauty Center Salon Super Store


Christiana Mall

Newark, DE


50



871,865



308,461


Epicenter, JCPenney, Macys


Clackamas Town Center

Portland, OR


50



1,405,221



526,532


Barnes & Noble, Century Theatres, JCPenney, Macys,
    Macys Home Store, Nordstrom, Sears


Espark Mall

Eskisehir, Turkey


50



482,137



387,436


MediaMarkt Saturn, Migros Hypermarket


2 23




---



##### Table of Contents



GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesFirst Colony Mall

Sugar Land (Houston), TX


50



1,114,952



495,904


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


Florence Mall

Florence (Cincinnati, OH), KY


50



888,404



335,997


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


Galleria at Tyler(2)

Riverside, CA


50



1,177,538



555,830


JCPenney, Macys, Nordstrom


1Glendale Galleria(2)

Glendale, CA


50



1,319,150



514,912


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


Highland Mall(2)

Austin, TX


50



1,116,231



397,490


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


Kenwood Towne Centre(2)

Cincinnati, OH


50



1,049,077



545,592


Dillards, Macys


Lake Mead & Buffalo Partners

Las Vegas, NV


50



150,948



73,583


.99 Cent Store, Vons


Village CenterMizner Park(2)

Boca Raton, FL


50



238,259



127,437


Mizner Park Cinema, Robb & Stucky


Montclair Plaza

Montclair (San Bernadino), CA


50.5



1,347,124



549,547


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


1Natick Collection

Natick (Boston), MA


50



1,643,692



696,042


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


Neshaminy Mall

Bensalem, PA


50



1,022,123



324,137


AMC Theatres, Boscovs, Macys, Sears


Northbrook Court

Northbrook (Chicago), IL


50.5



1,002,075



386,156


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


Oakbrook Center

Oakbrook (Chicago), IL


47.46



2,092,258



807,278


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


1The Oaks Mall

Gainesville, FL


51



906,314



348,447


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


Otay Ranch Town Center

Chula Vista (San Diego), CA


50



627,186



487,186


Macys, REI


Park Meadows

Littleton, CO


35



1,436,245



502,275


Crate & Barrel, Dicks Sporting Goods, Dillards,
    JCPenney, Macys, Nordstrom


Perimeter Mall

Atlanta, GA


50



1,563,768



510,494


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


Pinnacle Hills Promenade

Rogers, AR


50



919,230



615,690


Bed Bath & Beyond, Dillards,


Gordmans, JCPenney, Malco Theatre, Petsmart T.J. MaxxQuail Springs Mall

Oklahoma City, OK


50



1,141,439



356,639


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


Riverchase Galleria

Hoover (Birmingham), AL


50



1,551,685



502,778


Belk, Belk Home Store, Belk Mens, CompUSA, JCPenney, Sears


2 24




---



##### Table of Contents



GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesSantana Parque Shopping

Sao Paulo, Sao Paulo (Brazil)


25



285,948



131,111


Bio Ritmo, C&A, Camicado, Casas Bahia, Centauro, Lojas
    Americanas, Ponto Frio, Renner, UCI


Shopping Iguatemi Salvador

Salvador, Bahia (Brazil)


15



591,308



386,462


C&A, Centauro, Cinema Multiplex, Insinuante, Lojas
    Americanas, Marisa, Playland, Riachuelo, Renner, Zara


Shopping Iguatemi Campina Grande

Campina Grande, Paraiba (Brazil)


15



183,506



56,293


Bompreco, Cine Sercia, Gamestation,


Insinuante, Lojas Americanas, Marisa, RiachueloShopping Taboao

Taboao da Serra, Sao Paulo (Brazil)


19



294,800



110,511


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


Shopping Leblon

Rio de Janeiro, Rio de Janeiro (Brazil)


21



247,049



173,087


Centauro, Cinema Kinoplex, Livraria da Travessa, Renner, ZaraSilver City Galleria

Taunton (Boston), MA


50



1,007,284



353,247


Best Buy, Dicks Sporting Goods, JCPenney, Macys,
    Sears, Silver City Cinemas, Steve & Barrys


2Stonebriar Centre

Frisco (Dallas), TX


50



1,649,123



527,904


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


Superstition Springs Center(2)

East Mesa (Phoenix), AZ


33.3



1,080,014



342,860


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


Towson Town Center

Towson, MD


35



973,637



519,567


Crate & Barrel, Macys, Nordstrom


The Trails Village Center

Las Vegas, NV


50



174,660



92,145


Longs Drugs, Vons


Via Parque Shopping

Rio de Janeiro, Rio de Janeiro (Brazil)


42



609,888



234,725


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


Village of Merrick Park(2)

Coral Gables, FL


40



743,685



413,685


Neiman Marcus, Nordstrom


Water Tower Place

Chicago, IL


51.65



705,825



278,782


American Girl Place, Forever 21, Macys


1Westroads Mall

Omaha, NE


51



1,059,785



373,131


Dicks Sporting Goods, JCPenney, Rave, Von Maur, Younkers


Whalers Village

Lahaina, HI


50



111,857



111,857


N/A


N/AWillowbrook Mall

Houston, TX


50



1,502,190



395,606


Dillards, JCPenney, Macys, Sears


42,593,429



17,293,270     (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. 25




---



##### Table of Contents



Anchors
   26




---



##### Table of Contents



Consolidated


Unconsolidated


TotalTotal


Square Feet


Total


Square Feet


Total


Square FeetStores


(000s)


Stores


(000s)


Stores


(000s)Macys, Inc.Bloomingdales, including Home


2



360



3



465



5



825Davids Bridal


1



10











1



10Epicenter










1



190



1



190Macys, including Mens, Womens, Children and Home


103



16,320



34



6,403



137



22,723Total Macys, Inc.


106



16,690



38



7,058



144



23,748Sears Holdings CorporationSears


113



16,083



15



2,604



128



18,687Kmart


1



88











1



88Total Sears Holdings Corporation


114



16,171



15



2,604



129



18,775Belk, Inc.Belk, including Mens and Hudson


12



1,696



4



462



16



2,158Parisian


1



86











1



86Proffits, including Home


2



113











2



113Total Belk, Inc.


15



1,895



4



462



19



2,357Bon-Ton Department Stores, Inc.Bergners


1



154











1



154The Bon-Ton


2



267











2



267Boston Store


1



211











1



211Carson Pirie Scott


1



138











1



138Elder-Beerman


3



142











3



142Herbergers


1



71











1



71Younkers


9



1,010



1



173



10



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


18



1,993



1



173



19



2,166JCPenney Company, Inc.


112



12,820



20



3,044



132



15,864Dillards Inc.


67



10,921



15



2,786



82



13,707Nordstrom, Inc.


8



1,256



13



2,185



21



3,441Target Corporation


16



1,904



1



180



17



2,084NRDC Equity Partners Fund III (d.b.a. Lord &
    Taylor)


5



643



4



471



9



1,114American Multi-Cinema, Inc.


8



634



5



396



13



1,030The Neiman Marcus Group, Inc.


3



460



5



590



8



1,050Boscovs


4



820



2



188



6



1,008Others


156



9,906



28



1,797



184



11,703Grand Total


632



76,113



151



21,934



783



98,047   Non-Retail
    Properties
   27




---



##### Table of Contents



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      Stock PriceQuarter Ended

High


Low2007December 31

$
57.84


$
39.31September 30


55.20



42.40June 30


65.89



51.36March 31


67.43



51.162006December 31

$
56.14


$
46.14September 30


48.70



43.49June 30


49.06



41.92March 31


52.32



46.23     RecordDeclaration Date

Date

Payment Date

Amount2007October 4

October 17

October 31


.50July 5

July 17

July 31


.45April 4

April 13

April 28


.45January 6

January 17

January 31


.452006October 6

October 17

October 31


.45July 5

July 17

July 31


.41April 4

April 13

April 28


.41January 7

January 17

January 31


.41      28




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##### Table of Contents



Item 6.
    Selected
    Financial Data    2007


2006


2005


2004


2003(In thousands, except per share amounts)Operating DataRevenues

$
3,261,801


$
3,256,283


$
3,072,704


$
1,799,881


$
1,262,791Depreciation and amortization


(670,454
)


(690,194
)


(672,914
)


(364,854
)


(230,195
)Other operating expenses


(1,513,486
)


(1,377,637
)


(1,340,806
)


(693,735
)


(484,196
)Interest expense, net


(1,165,456
)


(1,105,852
)


(1,020,825
)


(468,958
)


(276,235
)Benefit from (provision for) income taxes


294,160



(98,984
)


(51,289
)


(2,383
)


(98
)Minority interest


(77,012
)


(37,761
)


(43,989
)


(105,274
)


(110,984
)Equity in income of unconsolidated affiliates


158,401



114,241



120,986



88,191



94,480Income from continuing operations


287,954



60,096



63,867



252,868



255,563Income (loss) from discontinued operations, net






(823
)


11,686



14,984



7,848Net income


287,954



59,273



75,553



267,852



263,411Convertible preferred stock dividends


















(13,030
)Net income available to common stockholders

$
287,954


$
59,273


$
75,553


$
267,852


$
250,381Basic earnings per share:Continuing operations

$
1.18


$
0.25


$
0.27


$
1.15


$
1.21Discontinued operations










0.05



0.07



0.04Total basic earnings per share

$
1.18


$
0.25


$
0.32


$
1.22


$
1.25Diluted earnings per share:Continuing operations

$
1.18


$
0.24


$
0.27


$
1.15


$
1.19Discontinued operations










0.05



0.06



0.03Total diluted earnings per share

$
1.18


$
0.24


$
0.32


$
1.21


$
1.22Distributions declared per share

$
1.85


$
1.68


$
1.49


$
1.26


$
0.78Balance sheet DataInvestment in real estate assets  cost

$
30,449,086


$
26,160,637


$
25,404,891


$
25,254,333


$
10,307,961Total assets


28,814,319



25,241,445



25,307,019



25,718,625



9,582,897Total debt


24,282,139



20,521,967



20,418,875



20,310,947



6,649,490Preferred minority interests


121,482



182,828



205,944



403,161



495,211Common minority interests


351,362



347,753



430,292



551,282



408,613Stockholders equity


1,456,696



1,664,079



1,932,918



2,143,150



1,670,409 29




---



##### Table of Contents



2007


2006


2005


2004


2003(In thousands, except per share amounts)Cash Flow DataOperating activities

$
707,416


$
816,351


$
841,978


$
719,376


$
585,735Investing activities


(1,780,932
)


(210,400
)


(154,197
)


(9,020,815
)


(1,753,426
)Financing activities


1,075,911



(611,603
)


(624,571
)


8,330,343



1,124,728Funds From Operations(1)Operating Partnership

$
1,100,808


$
902,361


$
891,696


$
766,164


$
618,561Less: Allocation to Operating Partnership unitholders


(193,798
)


(161,795
)


(165,205
)


(154,347
)


(138,568
)GGP stockholders

$
907,010


$
740,566


$
726,491


$
611,817


$
479,993     (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
  2007


2006


2005


2004


2003(In thousands)FFO:General Growth stockholders

$
907,010


$
740,566


$
726,491


$
611,817


$
479,993Operating Partnership unitholders


193,798



161,795



165,205



154,347



138,568Operating Partnership


1,100,808



902,361



891,696



766,164



618,561Depreciation and amortization of capitalized real estate costs


(797,189
)


(835,656
)


(799,337
)


(440,108
)


(299,711
)Minority interest in depreciation of Consolidated Properties and
    other


45,944



8,401



(10,712
)


(6,235
)


(6,299
)Minority interest to Operating Partnership unitholders


(61,609
)


(15,010
)


(17,780
)


(66,953
)


(56,988
)Income from continuing operations


287,954



60,096



63,867



252,868



255,563Income (loss) from discontinued operations, net of minority
    interest






(823
)


11,686



14,984



7,848Net income


287,954



59,273



75,553



267,852



263,411Convertible preferred stock dividends


















(13,030
)Net income available to common stockholders

$
287,954


$
59,273


$
75,553


$
267,852


$
250,381   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, 2007


93.4
%


94.9
%


93.8
%December 31, 2006


93.4



94.2



93.6Trailing 12 month total tenant sales per sq. ft.(b)

$
444


$
521


$
462% change in total sales(b)


3.0
%


7.9
%


4.3
%% change in comparable sales(b)


1.1



2.4



1.4Mall and freestanding GLA excluding space under redevelopment
    (in sq. ft.)


48,786,727



13,969,602



62,756,329Certain Financial InformationAverage annualized in place sum of rent and recoverable common
    area costs per sq. ft.(d)

$
44.90


$
53.35Average sum of rent and recoverable common area costs per sq.
    ft. for new/renewal leases(c)(d)


39.64



50.17Average sum of rent and recoverable common area costs per sq.
    ft. for leases expiring in 2007(c)(d)


31.38



37.95     (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 2007.(c)
    
    Excludes current year acquisitions.(d)
    
    Data includes a significant portion of short term leases on
    inline spaces that are leased for one year. Rent and recoverable
    common area costs related to these short term leases are
    typically much lower than those in long term leases.    ground-up.
 32




---



##### Table of Contents



Consolidated
    Properties:
  
    Elk Grove Promenade in Elk Grove, California
    The Shops at La Cantera in San Antonio, Texas
    Vista Commons in Las Vegas, Nevada  Unconsolidated Properties:
  
    Boulevard in Belo Horizonte, Brazil
    Caxias in Rio de Janeiro, Brazil
    Echelon in Las Vegas, Nevada
    Pinnacle Hills South in Rogers, Arkansas
    RiverCrossing in Macon, Georgia      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



Impairment.
    Recoverable amounts of receivables and deferred
    taxes.
  Capitalization of development and leasing
    costs.
 35




---



##### Table of Contents



Revenue recognition and related
    matters.
      Results
    of Operations
   36




---



##### Table of Contents



Year
    Ended December 31, 2007 and 2006
  Retail
    and Other Segment
    $ Increase


% Increase2007


2006


(Decrease)


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

$
2,339,915


$
2,181,845


$
158,070



7.2
%Tenant recoveries


1,033,287



960,816



72,471



7.5Overage rents


101,229



91,911



9,318



10.1Other


198,794



188,331



10,463



5.6Total property revenues


3,673,225



3,422,903



250,322



7.3Property operating expenses:Real estate taxes


296,962



277,381



19,581



7.1Repairs and maintenance


257,095



242,846



14,249



5.9Marketing


66,897



61,810



5,087



8.2Other property operating costs


571,269



527,030



44,239



8.4Provision for doubtful accounts


7,404



22,871



(15,467
)


(67.6
)Total property operating expenses


1,199,627



1,131,938



67,689



6.0Retail and other net operating income

$
2,473,598


$
2,290,965


$
182,633



8.0
%                37




---



##### Table of Contents



Master
    Planned Communities Segment
  $ Increase


% Increase2007


2006


(Decrease)


(Decrease)(In thousands)Land sales

$
230,666


$
508,744


$
(278,078
)


(54.7
)%Land sales operations


(174,521
)


(378,757
)


(204,236
)


(53.9
)Net operating income before impairment charge


56,145



129,987



(73,842
)


(56.8
)Columbia and Fairwood Communities impairment charge


(127,600
)






127,600



100.0Real estate property net operating income (loss)

$
(71,455
)

$
129,987


$
(201,442
)


(155.0
)%       Lot Sales andPricing


AcreageRemainingTotal Gross


Saleable2007


2006


Acres


Acres($ in thousands)Maryland communities (1):Residential:Acres sold


10.7



46.5







263Average price/acre

$
420


$
966Commercial:Acres sold


20.4



55.2







325Average price/acre

$
548


$
681Acreage










19,100



588Summerlin (2):Residential:Acres sold


39.3



251.2







6,815Average price/acre

$
1,246


$
1,067Commercial:Acres sold


20.8



22.5







867Average price/acre

$
1,108


$
251
(3)Acreage










22,500



7,682 38




---



##### Table of Contents



Lot Sales andPricing


AcreageRemainingTotal Gross


Saleable2007


2006


Acres


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


66.0



64.3







6,026Average price/acre

$
248


$
222Commercial:Acres sold














1,261Average price/acre

$



$
Acreage










11,400



7,287Woodlands (4):Residential:Acres sold


293.1



288.1







1,451Average price/acre

$
362


$
374Commercial:Acres sold


92.4



85.6







1,120Average price/acre

$
395


$
396Acreage










28,400



2,571     (1)
    
    Maryland communities include Columbia and Fairwood.(2)
    
    Summerlin  Does not reflect impact of CSA
    (Note 14). Average price per acre includes assumption of
    Special Improvement District financing.(3)
    
    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.(4)
    
    Woodlands  Shown at 100%. Our share of The Woodlands
    is 52.5%.      not-for-profit
 39




---



##### Table of Contents



Certain
    Significant Consolidated Revenues and Expenses
  $ Increase


% Increase2007


2006


(Decrease)


(Decrease)(In thousands)Tenant rents

$
2,882,491


$
2,602,487


$
280,004



10.8
%Land sales


145,649



423,183



(277,534
)


(65.6
)Property operating expenses


944,338



861,351



82,987



9.6Land sales operations


244,308



316,453



(72,145
)


(22.8
)Management and other fees


106,584



115,798



(9,214
)


(8.0
)Property management and other costs


198,610



181,033



17,577



9.7General and administrative


37,005



18,800



18,205



96.8Litigation provision


89,225







89,225



100.0Depreciation and amortization


670,454



690,194



(19,740
)


(2.9
)Interest expense


1,174,097



1,117,437



56,660



5.1(Benefit from) provision for income taxes


(294,160
)


98,984



(393,144
)


(397.2
)Equity in income of Unconsolidated Real Estate Affiliates


158,401



114,241



44,160



38.7              40




---



##### Table of Contents



Year
    Ended December 31, 2006 and 2005
  Retail
    and Other Segment
    $ 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



2.2Retail and other 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 41




---



##### Table of Contents



Master
    Planned Communities Segment
  $ Increase


% Increase2006


2005


(Decrease)


(Decrease)(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
 42




---



##### Table of Contents



Lot Sales and Pricing


AcreageTotal


RemainingGross


Saleable2006


2005


Acres


Acres($ in thousands)Maryland communities (1):Residential:Acres sold


46.5



86.9







228Average price/acre

$
966


$
833Commercial:Acres sold


55.2



50.3







352Average price/acre

$
681


$
438Acreage










19,100



580Summerlin (2):Residential:Acres sold


251.2



269.7







5,527Average price/acre

$
1,067


$
860Commercial:Acres sold


22.5



10.0







888Average price/acre

$
251(3
)

$
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 (4):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)
    
    Maryland communities include Columbia and Fairwood.(2)
    
    Summerlin  Does not reflect impact of CSA
    (Note 14). Average price per acre includes assumption of
    Special Improvement District financing. 43




---



##### Table of Contents



(3)
    
    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.(4)
    
    Woodlands  Shown at 100%. Our share of The Woodlands
    is 52.5%.  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


181,033



144,526



36,507



25.3General and administrative


18,800



15,539



3,261



21.0Depreciation 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             
    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     44




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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

   Operating cash flow, including the
    distributions of our share of cash flow produced by
    our Unconsolidated Real Estate Affiliates
       Borrowings under revolving credit
    facilities
       Land sales from the Master Planned
    Communities segment   Stock repurchases   Corporate and administrative expenses   Working capital needsLonger-term:   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
         Acquisitions, including
    Anchor  stores and contingent amounts on owned properties or
    communities
         Income tax payments
         International expansion

   Secured loans collateralized by
    individual properties
       Unsecured loans at either a venture or
    company level
       Offerings of equity and/or debt
    securities
       Construction loans
       Mini-permanent loans
       Long-term project financing
       Joint venture formation with
    institutional partners
       Asset sales   Cash
    Flows from Operating Activities
         45




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##### Table of Contents



Cash
    Flows from Investing Activities
      Cash
    Flows from Financing Activities
           46




---



##### Table of Contents



December 31,2007


2006


2005(In millions)Consolidated:Fixed-rate debt

$
21,035


$
17,838


$
14,789Variable-rate debt:Corporate and other unsecured


2,523



2,491



4,875Other variable-rate debt


724



193



755Total variable-rate debt


3,247



2,684



5,630Total consolidated

$
24,282


$
20,522


$
20,419Weighted-average interest rate
    (exluding deferred finance costs)


5.55
%


5.70
%


5.64
%Unconsolidated:Fixed-rate debt

$
2,750


$
3,588


$
2,788Variable-rate debt


299



296



455Total Unconsolidated Real Estate Affiliates

$
3,049


$
3,884


$
3,243Weighted-average interest rate (exluding deferred finance costs)


5.74
%


5.66
%


5.56
%                47




---



##### Table of Contents



48




---



##### Table of Contents



Contractual
    Cash Obligations and Commitments
    Subsequent /2008


2009


2010


2011


2012


Other(6)


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

$
2,627,523


$
3,205,058


$
3,944,643


$
7,107,117


$
3,743,889


$
3,586,493


$
24,214,723Interest payments(2)


1,276,386



1,112,371



928,583



593,310



334,934



642,095



4,887,679Retained debt-principal


2,446



2,606



119,694



776



37,740







163,262Ground lease payments(1)


10,077



10,089



9,987



9,515



9,319



369,104



418,091Committed real estate acquisition contracts and development
    costs(3)


400,000























400,000Purchase obligations(4)


130,041























130,041Other long-term liabilities(5)


























FIN 48 obligations, including interest


20,174



















126,027



146,201Total

$
4,466,647


$
4,330,124


$
5,002,907


$
7,710,718


$
4,125,882


$
4,723,719


$
30,359,997        (3)
    Reflects $300 million estimate of initial purchase price of
    the Palazzo (Note 14), and $100 million to develop the
    Echelon Retail Promenade which is expected to be completed in
    the fall of 2010.(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
    $2.10 billion from 2008 through 2011.(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 $246.5 million in 2007, $218.5 million in 2006 and
    $206.2 million in 2005.(6)
    The remaining FIN 48 liability for which reasonable
    estimates about the timing of payments cannot be made is
    disclosed within the Subsequent/Other column.      and/or
 49




---



##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    REIT
    Requirements
      Recently
    Issued Accounting Pronouncements and Developments
    Inflation
  and/or
   50




---



##### 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:
 51




---



##### 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:
 Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk       52




---



##### Table of Contents



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
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    Form 10-K,
 53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
  Accounting for Uncertainty in Income Taxes
    
 54




---



##### Table of Contents



Item 9B.  Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance        Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   55




---



##### Table of Contents



(c)Number ofSecurities(a)





Remaining AvailableNumber of





for Future IssuanceSecurities to be


(b)


Under EquityIssued upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Reflected in ColumnPlan Category

and Rights


and Rights


(a))Equity compensation plans approved by security holders(1)


5,731,579


$
53.56



7,462,039(2
)Equity compensation plans not approved by security holders(3)


N/A



N/A



1,442,279Total


5,731,579


$
53.56



8,904,318     (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 4,366,500 shares of common stock available for
    issuance under the 2003 Incentive Stock Plan and
    3,095,539 shares of common stock available for issuance
    under the 1998 Incentive Stock Plan, which expires in 2008.(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 and Related Transactions, and Director
    Independence  Governance-Director
  Item 14.
    Principal
    Accounting Fees and Services   56




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##### Table of Contents



PART IV  Item 15.
    Exhibits and
    Financial Statement Schedules  Financial Statements and Financial Statement
    Schedules.
    Exhibits.
  page S-1.
  Separate financial statements.
   57




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##### Table of Contents



SIGNATURES    General Growth
    Properties, Inc.
   By:
    /s/  John
    Bucksbaum   Chief Executive Officer
      Signature

Title

Date/s/  Matthew
    BucksbaumMatthew
    Bucksbaum

Director, Chairman Emeritus

February 26, 2008/s/  John
    BucksbaumJohn
    Bucksbaum

Director, Chairman of the Board
    and Chief Executive Officer
    (Principal Executive Officer)

February 26, 2008/s/  Robert
    MichaelsRobert
    Michaels

Director, President 
    and Chief Operating Officer

February 26, 2008/s/  Bernard
    FreibaumBernard
    Freibaum

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

February 26, 2008/s/  Alan
    CohenAlan
    Cohen

Director

February 26, 2008/s/  Anthony
    DownsAnthony
    Downs

Director

February 26, 2008/s/  Adam
    MetzAdam
    Metz

Director

February 26, 2008/s/  Thomas
    Nolan, Jr.Thomas
    Nolan, Jr.

Director

February 26, 2008/s/  John
    RiordanJohn
    Riordan

Director

February 26, 2008/s/  Beth
    StewartBeth
    Stewart

Director

February 26, 2008  58




---



##### 



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


F-2GGP/Homart, Inc.


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


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


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


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


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


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


F-9Notes to Consolidated Financial Statements:Note 1


Organization


F-10Note 2


Summary of Significant Accounting Policies


F-11Note 3


Acquisitions and Intangibles


F-12Note 4


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


F-21Note 5


Unconsolidated Real Estate Affiliates


F-22Note 6


Mortgages, Notes and Loans Payable


F-28Note 7


Income Taxes


F-32Note 8


Rentals under Operating Leases


F-35Note 9


Transactions with Affiliates


F-36Note 10


Stock-Based Compensation Plans


F-36Note 11


Other Assets and Liabilities


F-41Note 12


Minority Interests


F-42Note 13


Accumulated Other Comprehensive Income


F-44Note 14


Commitments and Contingencies


F-44Note 15


Recently Issued Accounting Pronouncements


F-46Note 16


Segments


F-47Note 17


Pro Forma Financial Information


F-52Note 18


Quarterly Financial Information (Unaudited)


F-53Consolidated Financial Statement ScheduleReport of Independent Registered Public
    Accounting Firm


F-55Schedule III  Real Estate and
    Accumulated Depreciation


F-56     F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Accounting for Uncertainty in Income Taxes
  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 31,2007


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

$
3,310,634


$
2,952,477Buildings and equipment


22,653,814



19,379,386Less accumulated depreciation


(3,605,199
)


(2,766,871
)Developments in progress


987,936



673,900Net property and equipment


23,347,185



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


1,857,330



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


1,639,372



1,655,838Net investment in real estate


26,843,887



23,393,766Cash and cash equivalents


99,534



97,139Accounts and notes receivable, net


388,278



338,709Goodwill


385,683



371,674Deferred expenses, net


290,660



252,190Prepaid expenses and other assets


806,277



787,967Total assets

$
28,814,319


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

$
24,282,139


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


53,964



172,421Deferred tax liabilities


860,435



1,302,205Accounts payable and accrued expenses


1,688,241



1,050,192Total liabilities


26,884,779



23,046,785Minority interests:Preferred


121,482



182,828Common


351,362



347,753Total minority interests


472,844



530,581Commitments and Contingencies






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






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


2,457



2,424Additional paid-in capital


2,601,296



2,533,898Retained earnings (accumulated deficit)


(1,087,080
)


(868,391
)Accumulated other comprehensive income


35,658



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


(95,635
)


(13,434
)Total stockholders equity


1,456,696



1,664,079Total liabilities and stockholders equity

$
28,814,319


$
25,241,445    F-6




---



##### Table of Contents



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


2006


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

$
1,933,674


$
1,753,508


$
1,670,387Tenant recoveries


859,801



773,034



754,836Overage rents


89,016



75,945



69,628Land sales


145,649



423,183



385,205Management and other fees


106,584



115,798



91,022Other


127,077



114,815



101,626Total revenues


3,261,801



3,256,283



3,072,704Expenses:Real estate taxes


246,484



218,549



206,193Repairs and maintenance


216,536



199,078



195,292Marketing


54,664



48,626



63,522Other property operating costs


421,228



373,020



390,051Land sales operations


244,308



316,453



311,815Provision for doubtful accounts


5,426



22,078



13,868Property management and other costs


198,610



181,033



144,526General and administrative


37,005



18,800



15,539Litigation provision


89,225







Depreciation and amortization


670,454



690,194



672,914Total expenses


2,183,940



2,067,831



2,013,720Operating income


1,077,861



1,188,452



1,058,984Interest income


8,641



11,585



10,416Interest expense


(1,174,097
)


(1,117,437
)


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


(87,595
)


82,600



38,159Benefit from (provision for) income taxes


294,160



(98,984
)


(51,289
)Minority interest


(77,012
)


(37,761
)


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


158,401



114,241



120,986Income from continuing operations


287,954



60,096



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










6,568Gain (loss) on dispositions






(823
)


5,118Income (loss) from discontinued operations






(823
)


11,686Net income

$
287,954


$
59,273


$
75,553Basic Earnings Per ShareContinuing operations

$
1.18


$
0.25


$
0.27Discontinued operations










0.05Total basic earnings per share

$
1.18


$
0.25


$
0.32Diluted Earnings Per ShareContinuing operations

$
1.18


$
0.24


$
0.27Discontinued operations










0.05Total diluted earnings per share

$
1.18


$
0.24


$
0.32Comprehensive Income, Net:Net income

$
287,954


$
59,273


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


(2,295
)


(3,316
)


9,554Accrued pension adjustment


243



(2
)


(374
)Foreign currency translation


28,131



2,728



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


(3
)


(282
)


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


26,076



(872
)


14,139Comprehensive income, net

$
314,030


$
58,401


$
89,692    F-7




---



##### Table of Contents





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


Receivable-


AccumulatedAdditional


Earnings


Common


Other





TotalCommon


Paid-In


(Accumulated


Stock


Comprehensive


Treasury


StockholdersStock


Capital


Deficit)


Purchase


Income (Loss)


Stock


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

$
2,347


$
2,377,177


$
(227,511
)

$
(5,178
)

$
(3,685
)

$



$
2,143,150Net income










75,553















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










(353,665
)














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


25



23,907



















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


7



14,330



















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


13



40,135



(7,892
)


5,178







24,522



61,956Tax benefit from stock option exercises






3,328



















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


6



19,393



(5,040
)










44,696



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


1



3,116



















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






















(99,580
)


(99,580
)Other comprehensive income


















14,139







14,139Adjustment for minority interest in operating partnership






(12,404
)


















(12,404
)Balance, December 31, 2005

$
2,399


$
2,468,982


$
(518,555
)

$



$
10,454


$
(30,362
)


1,932,918Net income










59,273















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










(403,831
)














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


8



5,784



















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


5



10,021



















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


10



34,333



(5,278
)










26,018



55,083Tax benefit from stock option exercises






267



















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


1



4,895















76,835



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


1



2,807



















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






















(85,925
)


(85,925
)Other comprehensive income


















(872
)






(872
)Adjustment for minority interest in operating partnership






6,809



















6,809Balance, December 31, 2006

$
2,424


$
2,533,898


$
(868,391
)

$



$
9,582


$
(13,434
)

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










(54,128
)














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

$
2,424


$
2,533,898


$
(922,519
)

$



$
9,582


$
(13,434
)

$
1,609,951Net income










287,954















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










(450,854
)














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


11



7,684



















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






488



















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


15



64,022



(1,661
)










6,657



69,033Tax benefit from stock option exercises






3,531



















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


6



29,875















6,790



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


1



2,695



















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






















(95,648
)


(95,648
)Other comprehensive income


















26,076







26,076Adjustment for minority interest in operating partnership






(40,897
)


















(40,897
)Balance, December 31, 2007

$
2,457


$
2,601,296


$
(1,087,080
)

$



$
35,658


$
(95,635
)

$
1,456,696    F-8




---



##### Table of Contents





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


2006


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

$
287,954


$
59,273


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


77,012



37,761



45,488Equity in income of Unconsolidated Real Estate Affiliates


(158,401
)


(114,241
)


(120,986
)Provision for doubtful accounts


5,426



22,078



13,876Distributions received from Unconsolidated Real Estate Affiliates


124,481



111,864



119,602Depreciation


635,873



663,523



657,358Amortization


34,581



26,671



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


(11,073
)


(13,570
)


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


31,884



110,740



106,285Land/residential development and acquisitions expenditures


(243,323
)


(200,367
)


(170,026
)Cost of land sales


48,794



175,184



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


127,600







Deferred income taxes including tax restructuring benefit


(368,136
)


58,252



28,596Straight-line rent amortization


(24,334
)


(34,176
)


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


(20,945
)


(41,668
)


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


(21,868
)


(23,091
)


(51,131
)Prepaid expenses and other assets


53,819



28,165



(69,379
)Deferred expenses


(37,878
)


(46,741
)


(73,048
)Accounts payable and accrued expenses


135,980



(30,733
)


122,208Other, including insurance recoveries, net


29,970



27,427



51,164Net cash provided by operating activities


707,416



816,351



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


(1,495,334
)


(699,403
)


(497,977
)Proceeds from sales of investment properties


3,252



23,117



143,543Increase in investments in Unconsolidated Real Estate Affiliates


(441,438
)


(285,747
)


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


303,265



627,869



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


(161,892
)


67,821



126,500(Increase) decrease in restricted cash


(11,590
)


12,017



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


22,805



43,926



31,690Net cash used in investing activities


(1,780,932
)


(210,400
)


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


4,456,863



9,366,183



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


(2,692,907
)


(9,383,378
)


(3,791,978
)Deferred financing costs


(28,422
)


(38,916
)


(6,984
)Cash distributions paid to common stockholders


(450,854
)


(403,831
)


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


(96,978
)


(88,992
)


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


(13,873
)


(17,546
)


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


60,625



49,267



45,208Redemption of preferred minority interests


(60,000
)






(183,000
)Purchase of treasury stock


(95,648
)


(85,925
)


(98,939
)Other, net


(2,895
)


(8,465
)


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


1,075,911



(611,603
)


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


2,395



(5,652
)


63,210Cash and cash equivalents at beginning of period


97,139



102,791



39,581Cash and cash equivalents at end of period

$
99,534


$
97,139


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

$
1,272,823


$
1,170,929


$
1,074,874Interest capitalized


86,606



58,019



54,260Taxes paid


96,133



34,743



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

$
7,695


$
5,792


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


488



10,026



14,337Common stock issued pursuant to Contingent Stock Agreement


36,671



81,731



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


3,331,032



169,415



(134,166
)Total liabilities


2,381,942



169,415



(125,925
)    F-9




---



##### Table of Contents



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

GGP, as sole general partner16


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


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




---



##### Table of Contents



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


40-45Equipment, tenant improvements and fixtures


5-10  F-11




---



##### Table of Contents



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




---



##### Table of Contents



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

2006

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

$
3,720


$
4,982


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


643



578



3,416  F-13




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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


2006


2005Basic


Diluted


Basic


Diluted


Basic


Diluted(In thousands)Numerators:Income from continuing operations

$
287,954


$
287,954


$
60,096


$
60,096


$
63,867


$
63,867Discontinued operations, net of minority interests










(823
)


(823
)


11,686



11,686Net income available to common stockholders

$
287,954


$
287,954


$
59,273


$
59,273


$
75,553


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


243,992



243,992



241,222



241,222



237,673



237,673Effect of dilutive securities  stock options






546







832







796Weighted average number of common shares outstanding 
    diluted


243,992



244,538



241,222



242,054



237,673



238,469   Derivative
    Financial Instruments
   F-16




---



##### Table of Contents



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


2006Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair Value(In millions)Fixed-rate debt

$
20,840


$
20,596


$
17,018


$
16,854Variable-rate debt


3,442



3,361



3,504



3,518$
24,282


$
23,957


$
20,522


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




---



##### Table of Contents



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




---



##### Table of Contents



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

$
949,090Debt assumed


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


254,677Total purchase price

$
2,258,824    F-19




---



##### Table of Contents



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






250,194Buildings and equipment






1,660,372In-place lease value






44,309Developments in progress






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






137,973Cash






11,240Tenant accounts receivable






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


43,782Other


178,021Total Prepaid expenses and other assets






221,803Total Assets






2,339,524LiabilitiesCurrent liabilities






31,396Debt mark-to-market adjustments






(12,883
)Below-market tenant leases






62,188Total Liabilities






80,701Total Net Assets Acquired





$
2,258,824  F-20




---



##### Table of Contents



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


(Amortization)/(Liability)


Accretion


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

$
679,329


$
(361,172
)

$
318,157Above-market


148,057



(72,772
)


75,285Below-market


(324,088
)


196,447



(127,641
)Ground leases:Above-market


(16,968
)


1,479



(15,489
)Below-market


293,435



(19,590
)


273,845Real estate tax stabilization agreement


91,879



(12,425
)


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

$
667,492


$
(314,270
)

$
353,222Above-market


107,157



(53,176
)


53,981Below-market


(294,052
)


176,089



(117,963
)Ground leases:Above-market


(16,968
)


1,007



(15,961
)Below-market


293,435



(12,919
)


280,516Real estate tax stabilization agreement


91,879



(8,501
)


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




---



##### Table of Contents



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




---



##### Table of Contents



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


December 31,2007


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

$
917,244


$
988,018Buildings and equipment


7,136,053



8,158,030Less accumulated depreciation


(1,361,649
)


(1,590,812
)Developments in progress


645,156



551,464Net property and equipment


7,336,804



8,106,700Investment in unconsolidated joint ventures






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


287,962



290,273Net investment in real estate


7,624,766



8,442,836Cash and cash equivalents


224,048



180,203Accounts and notes receivable, net


133,747



165,049Deferred expenses, net


166,201



155,051Prepaid expenses and other assets


445,113



470,885Total assets

$
8,593,875


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

$
6,215,426


$
7,752,889Accounts payable and accrued expenses


715,519



558,974Owners equity


1,662,930



1,102,161Total liabilities and owners equity

$
8,593,875


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

$
1,662,930


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


(853,459
)


(600,412
)Capital or basis differences and loans


993,895



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

$
1,803,366


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

$
1,857,330


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


(53,964
)


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

$
1,803,366


$
1,326,615  F-23




---



##### Table of Contents



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


2006


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

$
829,356


$
864,368


$
795,185Tenant recoveries


358,941



378,413



365,325Overage rents


25,314



31,889



28,592Land sales


161,938



162,790



158,181Management and other fees


41,538



15,712



Other


156,822



164,019



126,069Total revenues


1,573,909



1,617,191



1,473,352Expenses:Real estate taxes


104,523



119,426



112,225Repairs and maintenance


84,840



88,243



87,816Marketing


25,275



26,485



29,561Other property operating costs


293,568



311,267



239,194Land sales operations


91,539



103,519



89,561Provision for doubtful accounts


4,185



1,494



10,182Property management and other costs


94,268



77,290



59,548General and administrative


19,013



7,947



2,684Litigation provision


89,225







Depreciation and amortization


259,015



269,327



257,153Total expenses


1,065,451



1,004,998



887,924Operating income


508,458



612,193



585,428Interest income


26,334



30,498



14,432Interest expense


(355,917
)


(361,114
)


(304,368
)Provision for income taxes


(9,263
)


(1,274
)


(1,157
)Minority interest


(163
)


(588
)


Equity in income of unconsolidated joint ventures


3,389



6,509



5,384Income from continuing operations


172,838



286,224



299,719Discontinued operations, including gain on dispositions


106,016



18,115



438Net income

$
278,854


$
304,339


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

$
278,854


$
304,339


$
300,157Joint venture partners share of income


(187,672
)


(160,099
)


(157,756
)Amortization of capital or basis differences


(19,019
)


(22,083
)


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


89,225







Elimination of Unconsolidated Real Estate Affiliates loan
    interest


(2,987
)


(7,916
)


(571
)Equity in income Unconsolidated Real Estate Affiliates

$
158,401


$
114,241


$
120,986  F-24




---



##### Table of Contents



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


December 31,2007


2006(In thousands)Assets:Land

$
248,094


$
224,158Buildings and equipment


2,654,780



2,261,123Less accumulated depreciation


(400,078
)


(326,340
)Developments in progress


108,078



286,396Net investment in real estate


2,610,874



2,445,337Cash and cash equivalents


30,851



6,289Accounts receivable, net


40,319



35,506Deferred expenses, net


76,297



58,712Prepaid expenses and other assets


39,032



36,656Total assets

$
2,797,373


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

$
2,110,947


$
2,284,763Accounts payable and accrued expenses


237,688



146,781Owners equity


448,738



150,956Total liabilities and owners equity

$
2,797,373


$
2,582,500   F-25




---



##### Table of Contents



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


2006


2005(In thousands)Revenues:Minimum rents

$
230,420


$
205,835


$
194,938Tenant recoveries


103,265



94,298



92,862Overage rents


7,008



5,935



6,432Other


10,028



9,057



8,543Total revenues


350,721



315,125



302,775Expenses:Real estate taxes


29,615



29,883



27,132Repairs and maintenance


23,100



19,362



19,671Marketing


8,332



7,583



8,726Other property operating costs


41,099



37,776



29,490Provision for (recovery of) doubtful accounts


1,315



(47
)


3,125Property management and other costs


22,279



19,469



17,468General and administrative


11,777



7,137



2,005Litigation provision


89,225







Depreciation and amortization


81,241



66,024



61,923Total expenses


307,983



187,187



169,540Operating income


42,738



127,938



133,235Interest income


7,871



8,840



7,358Interest expense


(109,209
)


(91,240
)


(77,285
)Income allocated to minority interests


(26
)






(Provision for) benefit from income taxes


(2,202
)


(69
)


64Net income (loss)

$
(60,828
)

$
45,469


$
63,372      F-26




---



##### Table of Contents



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


December 31,2007


2006(In thousands)Assets:Land

$
14,756


$
13,828Buildings and equipment


48,201



91,485Less accumulated depreciation


(10,638
)


(19,271
)Developments in progress


52,515



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


287,962



290,273Net investment in real estate


392,796



383,254Cash and cash equivalents


27,359



15,219Deferred expenses, net


2,044



2,782Prepaid expenses and other assets


85,331



97,978Total assets

$
507,530


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

$
286,765


$
321,724Accounts payable and accrued expenses


75,549



58,805Owners equity


145,216



118,704Total liabilities and owners equity

$
507,530


$
499,233   F-27




---



##### Table of Contents



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


2006


2005(In thousands)Revenues:Minimum rents

$
734


$
1,834


$
(9
)Land sales


161,938



161,540



157,581Other


34,750



34,244



31,947Total revenues


197,422



197,618



189,519Expenses:Real estate taxes


131



453



Repairs and maintenance


257



311



Other property operating costs


39,162



32,207



33,083Land sales operations


91,539



102,989



89,313Depreciation and amortization


3,504



5,218



4,659Total expenses


134,593



141,178



127,055Operating income


62,829



56,440



62,464Interest income


676



332



224Interest expense


(9,025
)


(6,434
)


(5,873
)Provision for income taxes


(1,918
)






Income from continuing operations


52,562



50,338



56,815Discontinued operations, including gain on dispositions


94,556



16,547



Net income

$
147,118


$
66,885


$
56,815   Note 6
    Mortgages,
    Notes and Loans Payable    December 31,


December 31,2007


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

$



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


16,943,760



13,762,381Corporate and other unsecured term loans


3,895,922



2,386,334Total fixed-rate debt


20,839,682



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


819,607



388,287Credit facilities


429,150



60,000Corporate and other unsecured term loans


2,193,700



3,056,200Total variable-rate debt


3,442,457



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

$
24,282,139


$
20,521,967    F-28




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Exchangeable
    Senior Notes
           F-29




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Commercial
    Mortgage-Backed Securities
      Other
    Collateralized Mortgage Notes and Other Property Debt
    Payable
    Corporate
    and Other Unsecured Term Loans
             F-30




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Unsecured
    Term Loans
  Form 10-K.
    Interest
    Rate Swaps
    PropertySpecificTotal notional amount (in millions)

$
195.0Average fixed pay rate


4.78
%Average variable receive rate


LIBOR    F-31




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Letters
    of Credit and Surety Bonds
    Note 7
    Income
    Taxes  sections 856-860
          2007


2006


2005(In thousands)Current

$
73,976


$
40,732


$
22,693Deferred


(368,136
)


58,252



28,596Total

$
(294,160
)

$
98,984


$
51,289  F-32




---



##### Table of Contents



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


2006


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

$
(2,172
)

$
55,678


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


160



936



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


2,290



4,608



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


22,308



37,762



15,337Tax benefit from Private REIT/TRS Restructuring


(320,956
)






FIN 48 tax expense, excluding interest


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


6,973







(Benefit from) provision for income taxes

$
(294,160
)

$
98,984


$
51,289       Amount


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

$
41,472



2008 - 2026Net operating loss carryforwards  State


106,432



2008 - 2026Capital loss carryforwards


9,232



2009Tax credit carryforwards  Federal AMT


847



n/a     2007


2006(In thousands)Total deferred tax assets

$
25,184


$
16,006Valuation allowance


(1,096
)


(936
)Net deferred tax assets


24,088



15,070Total deferred tax liabilities


(860,435
)


(1,302,205
)Net deferred tax liabilities

$
(836,347
)

$
(1,287,135
)    F-33




---



##### Table of Contents



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


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

$
(796,142
)

$
(1,165,960
)Deferred income


(206,652
)


(291,634
)Interest deduction carryforwards


142,103



142,177Operating loss and tax credit carryforwards


24,345



28,282Net deferred tax liabilities

$
(836,347
)

$
(1,287,135
)         F-34




---



##### Table of Contents



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

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


1,970Gross increases  tax positions in current period


10,029Settlements


Lapse of statute of limitations


(19,952
)Unrecognized tax benefits, ending balance

$
127,109         2007


2006


2005Ordinary income

$
0.926


$
0.542


$
0.993Return of capital






0.501



0.497Qualified dividends


0.501



0.432



Capital gain distributions


0.423



0.205



Distributions per share

$
1.850


$
1.680


$
1.490   Note 8
    Rentals
    Under Operating Leases    Year

Amount2008

$
1,642,3652009


1,534,4112010


1,369,6282011


1,207,5992012


1,033,005Subsequent


3,752,229    F-35




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 9
    Transactions
    with Affiliates    Note 10
    Stock-Based
    Compensation Plans  Incentive
    Stock Plans
      2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceStock Options Outstanding at January 1


3,167,348


$
38.41



2,546,174


$
29.57



1,875,687


$
22.17Granted


1,205,000



65.81



1,370,000



49.78



1,352,500



36.13Exercised


(1,318,748
)


33.81



(573,226
)


24.70



(610,213
)


21.00Exchanged for restricted stock










(30,000
)


47.26







Forfeited










(145,000
)


43.10



(70,000
)


33.49Expired


(600
)


9.99



(600
)


9.99



(1,800
)


9.99Stock Options Outstanding at December 31


3,053,000


$
51.21



3,167,348


$
38.41



2,546,174


$
29.57   F-36




---



##### Table of Contents



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


Stock Options ExercisableWeighted








WeightedAverage


Weighted





Average


WeightedRemaining


Average





Remaining


AverageContractual


Exercise





Contractual


ExerciseRange of Exercise Prices

Shares


Term (in years)


Price


Shares


Term (in years)


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


4,500



2.30


$
9.99



4,500



2.30


$
9.99$13.16-$19.74


73,000



4.60



15.41



73,000



4.60



15.41$26.32-$32.91


197,000



1.10



30.94



145,000



1.10



30.94$32.91-$39.49


571,000



2.20



35.71



351,000



2.20



35.57$39.49-$46.07


50,000



2.80



44.59



20,000



2.80



44.59$46.07-$52.65


952,500



3.20



49.52



547,500



3.20



49.88$59.23-$65.81


1,205,000



4.20



65.81



201,000



4.20



65.81Total


3,053,000



2.93


$
51.21



1,342,000



2.93


$
44.39Intrinsic value (in thousands)

$











$
         Restricted
    Stock
   F-37




---



##### Table of Contents



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


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueNonvested restricted stock grants outstanding as of January 1


72,666


$
47.62



15,000


$
16.77



80,001


$
16.71Granted


96,500



65.29



99,000



47.91



66,000



35.41Vested


(32,668
)


49.11



(41,334
)


37.13



(131,001
)


26.13Nonvested restricted stock grants outstanding as of December 31


136,498


$
59.75



72,666


$
47.62



15,000


$
16.77Intrinsic value (in thousands)

$
5,621






$
3,795






$
705     Threshold-Vesting
    Stock Options
   F-38




---



##### Table of Contents



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


2006


2005Granted prior to January 1






1,400,000



1,000,000Forfeited






(84,773
)


(118,332
)Vested and Exercised










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






1,315,227



157,748Granted in 2007


1,400,000







Forfeited in 2007(1)


(86,110
)


(79,659
)


(1,334
)Vested and Exercised in 2007










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


1,313,890



1,235,568



Intrinsic value (in thousands)(3)

$



$



$
Intrinsic value  options exercised (in thousands)










903Fair value  options exercised (in thousands)










596Cash received  options exercised (in thousands)










5,539Exercise price(4)

$
65.81


$
50.47


$
35.41Threshold price


92.30



70.79



49.66Fair value of options on grant date


9.54



6.51



3.81Remaining contractual term (in years)


4.1



3.1



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


2006


2005Risk-free interest rate


4.70
%


4.43
%


3.40
%Dividend yield


4.00



4.00



4.00Expected volatitity


24.72



22.94



21.61Expected life (in years)


5.0



2.5-3.5



5.0  F-39




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    and/or
  Employee
    Stock Purchase Plan
    Defined
    Contribution Plan
    Dividend
    Reinvestment and Stock Purchase Plan
   F-40




---



##### Table of Contents



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


December 31,2007


2006(In thousands)Below-market ground leases

$
273,845


$
280,516Receivables  finance leases and bonds


114,979



111,694Security and escrow deposits


83,638



76,834Real estate tax stabilization agreement


79,454



83,378Above-market tenant leases


75,285



53,981Special Improvement District receivable


58,200



64,819Prepaid expenses


52,820



37,528Deferred income tax


24,088



15,070Funded defined contribution plan assets


14,616



17,119Insurance recovery receivable






14,952Other


29,352



32,076Total Prepaid expenses and other assets

$
806,277


$
787,967     December 31,


December 31,2007


2006(In thousands)Accounts payable and accrued expenses

$
302,719


$
200,936Deferred purchase price obligation


254,000



Construction payables


206,044



188,038Fin 48 liability


146,201



Below-market tenant leases


127,641



117,963Accrued interest


122,406



102,870Hughes participation payable


86,008



90,793Accrued real estate taxes


84,327



71,816Deferred gains/income


79,479



56,414Accrued payroll and other employee liabilities


71,191



58,372Tenant and other deposits


28,212



32,887Insurance reserve


19,407



12,800Above-market ground leases


15,489



15,961Funded defined contribution plan liabilities


14,616



17,119Capital lease obligations


14,390



14,967FIN 47 liability


14,321



11,493Other


101,790



57,763Total Accounts payable and accrued expenses

$
1,688,241


$
1,050,192  F-41




---



##### Table of Contents



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


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


729,890Redemptions for GGP common stock


(3,200,258
)December 31, 2005


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


1,163,333Redemptions for GGP common stock


(1,334,637
)December 31, 2006


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


76,625Redemptions for GGP common stock


(1,116,230
)December 31, 2007


51,850,986      F-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


2007


Preference


2007


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


8.95
%


LLC






$
250


$



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


8.25
%


LLC



20,000



250



5,000



5,0005,000



65,000Convertible Preferred UnitsSeries B-JP
    Realty


8.50
%


GGPLP



1,284,715



50



64,237



64,724Series C-Glendale
    Galleria


7.00
%


GGPLP







50







974Series D-Foothills
    Mall


6.50
%


GGPLP



532,750



50



26,637



26,637Series E-Four
    SeasonsTown Centre


7.00
%


GGPLP



502,658



50



25,132



25,132116,006



117,467Other preferred stock ofconsolidated subsidiaries


N/A



various



476



1,000



476



361Total Minority Interest-Preferred

















$
121,482


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


3.000Series D  Foothills Mall


1.508Series E  Four Seasons Town Centre


1.298  F-43




---



##### Table of Contents



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


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

$
(909
)

$
1,386Accrued pension adjustment


(462
)


(705
)Foreign currency translation


37,369



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


(340
)


(337
)$
35,658


$
9,582   Note 14
    Commitments
    and Contingencies       F-44




---



##### Table of Contents



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


2009


2010


2011


2012


Other (1)


Total(In thousands)Long-term debt-principal

$
2,643,190


$
3,219,734


$
3,956,797


$
7,111,582


$
3,744,743


$
3,606,093


$
24,282,139Retained debt-principal


2,446



2,606



119,694



776



37,740







163,262Ground lease payments


15,895



15,907



15,805



15,333



15,137



596,964



675,041FIN 48 obligations, including interest


20,174



















126,027



146,201Total

$
2,681,705


$
3,238,247


$
4,092,296


$
7,127,691


$
3,797,620


$
4,329,084


$
25,266,643     (1)
    
    The remaining FIN 48 liability for which reasonable
    estimates about the timing of payments cannot be made is
    disclosed within the Subsequent/Other column.  Contingent
    Stock Agreement
    and/or
    Oakwood
    Center and Riverwalk Marketplace Damages
  and/or
   F-45




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Note 15
    Recently
    Issued Accounting Pronouncements  14-a, (FSP 14-a). FSP 14-a FSP 14-a
  No. 06-11, (EITF 06-11). EITF 06-11 EITF 06-11 EITF 06-11
    No. SFAS 157-b No. FAS 157-1
 F-46




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  (FAS 157-1), No. FAS 157-2 (FAS 157-2), FAS 157-1 Accounting for
    Leases FAS 157-2
    Business Combinations Non-controlling Interests in Consolidated Financial
    Statements
  Note 16
    Segments    
    Retail and Other  includes the operation,
    development and management of retail and other rental property,
    primarily shopping centers
    Master Planned Communities includes the
    development and sale of land, primarily in large-scale,
    long-term community development projects in and around Columbia,
    Maryland; Summerlin, Nevada; and Houston, Texas     F-47




---



##### Table of Contents



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


Unconsolidated


SegmentProperties


Properties


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

$
1,933,674


$
406,241


$
2,339,915Tenant recoveries


859,801



173,486



1,033,287Overage rents


89,016



12,213



101,229Other, including minority interest


115,910



82,884



198,794Total property revenues


2,998,401



674,824



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


246,484



50,478



296,962Repairs and maintenance


216,536



40,559



257,095Marketing


54,664



12,233



66,897Other property operating costs


421,228



150,041



571,269Provision for doubtful accounts


5,426



1,978



7,404Total property operating expenses


944,338



255,289



1,199,627Retail and other net operating income


2,054,063



419,535



2,473,598Master Planned CommunitiesLand sales


145,649



85,017



230,666Land sales operations


(116,708
)


(57,813
)


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


28,941



27,204



56,145Columbia and Fairwood Communities impairment charge


(127,600
)






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


(98,659
)


27,204



(71,455
)Real estate property net operating income

$
1,955,404


$
446,739


$
2,402,143   F-48




---



##### 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-49




---



##### Table of Contents



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


Unconsolidated


SegmentProperties


Properties


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

$
1,670,387


$
393,740


$
2,064,127Tenant recoveries


754,836



181,193



936,029Overage rents


69,628



14,085



83,713Other, including minority interest and discontinued operations


107,674



64,803



172,477Total property revenues


2,602,525



653,821



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


206,193



55,138



261,331Repairs and maintenance


195,292



43,411



238,703Marketing


63,522



14,705



78,227Other property operating costs


390,051



120,381



510,432Provision for doubtful accounts


13,868



4,857



18,725Total property operating expenses


868,926



238,492



1,107,418Retail and other net operating income


1,733,599



415,329



2,148,928Master Planned CommunitiesLand sales


385,205



83,089



468,294Land sales operations


(311,815
)


(60,826
)


(372,641
)Master Planned Communities net operating income


73,390



22,263



95,653Real estate property net operating income

$
1,806,989


$
437,592


$
2,244,581  F-50




---



##### Table of Contents



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


2006


2005(In thousands)Real estate property net operating income

$
2,402,143


$
2,420,952


$
2,244,581Unconsolidated Properties NOI


(446,739
)


(473,307
)


(437,592
)Consolidated Properties NOI


1,955,404



1,947,645



1,806,989Management and other fees


106,584



115,798



91,022Property management and other costs


(198,610
)


(181,033
)


(144,526
)General and administrative


(37,005
)


(18,800
)


(15,539
)Litigation provision


(89,225
)






Depreciation and amortization


(670,454
)


(690,194
)


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


11,167



15,036



(6,048
)Operating income


1,077,861



1,188,452



1,058,984Interest income


8,641



11,585



10,416Interest expense


(1,174,097
)


(1,117,437
)


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


294,160



(98,984
)


(51,289
)Income allocated to minority interest


(77,012
)


(37,761
)


(43,989
)Equity in income of unconsolidated affiliates


158,401



114,241



120,986Income from continuing operations

$
287,954


$
60,096


$
63,867     Years Ended December 31,2007


2006


2005(In thousands)Segment basis total property revenues

$
3,673,225


$
3,422,903


$
3,256,346Unconsolidated segment revenues


(674,824
)


(720,637
)


(653,821
)Land sales


145,649



423,183



385,205Management and other fees


106,584



115,798



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


11,167



15,036



(6,048
)GAAP-basis consolidated total revenues

$
3,261,801


$
3,256,283


$
3,072,704  F-51




---



##### Table of Contents



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


2006(In thousands)Retail and Other

$
28,790,732


$
26,421,063Master Planned Communities


2,176,218



2,167,971Total segment assets


30,966,950



28,589,034Unconsolidated Properties


(4,143,866
)


(4,753,634
)Corporate and other


1,991,235



1,406,045Total assets

$
28,814,319


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


Year Ended December 31, 2006Pro Forma








Pro FormaAs Reported


Adjustments


Pro Forma


As Reported


Adjustments


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

$
3,261,801


$
172,799


$
3,434,600


$
3,256,283


$
343,849


$
3,600,132Operating income


1,077,861



79,116



1,156,977



1,188,452



162,322



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


158,401



(7,691
)


150,710



114,241



(23,979
)


90,262Income from continuing operations


287,954



2,752



290,706



60,096



10,069



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


243,992







243,992



241,222







241,222Weighted average shares  dilutive


244,538







244,538



242,054







242,054Income from continuing operations per share  basic

$
1.18






$
1.19


$
0.25






$
0.29Income from continuing operations per share  diluted

$
1.18






$
1.19


$
0.24






$
0.28   Pro
    Forma Adjustments
   F-52




---



##### Table of Contents



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


Second


Third


FourthQuarter


Quarter


Quarter


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

$
728,788


$
740,082


$
864,258


$
928,668Operating income


242,174



277,146



327,543



230,993Income (loss) from continuing operations


230,194



8,392



(9,359
)


58,726Net income (loss)


230,194



8,392



(9,359
)


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


0.94



0.03



(0.04
)


0.24Diluted


0.94



0.03



(0.04
)


0.24Earnings (loss) per share:*Basic


0.94



0.03



(0.04
)


0.24Diluted


0.94



0.03



(0.04
)


0.24Distributions declared per share


0.45



0.45



0.45



0.50Weighted-average shares outstanding:Basic


243,653



244,960



243,775



243,867Diluted


244,406



245,627



243,775



244,258   F-53




---



##### Table of Contents



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


Second


Third


FourthQuarter


Quarter


Quarter


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

$
828,619


$
709,809


$
746,031


$
971,823Operating income


307,747



245,449



265,355



369,901Income (loss) from continuing operations


23,014



(25,813
)


(8,161
)


71,056Loss from discontinued operations














(823
)Net income (loss)


23,014



(25,813
)


(8,161
)


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


0.10



(0.11
)


(0.03
)


0.29Diluted


0.10



(0.11
)


(0.03
)


0.29Earnings (loss) per share:Basic


0.10



(0.11
)


(0.03
)


0.29Diluted*


0.10



(0.11
)


(0.03
)


0.29Distributions declared per share


0.41



0.41



0.41



0.45Weighted-average shares outstanding:Basic


240,621



241,330



241,150



241,779Diluted


241,588



241,330



241,150



242,739     *
    
    Earnings (loss) per share for the quarters do not add up to the
    annual earnings per share due to the issuance of additional
    common stock during the year. F-54




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

General Growth Properties, Inc.

Chicago, Illinois



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



/s/ Deloitte & Touche LLP



Chicago, Illinois

February 26, 2008

F-55




---



##### Table of Contents







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

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation (e)

Construction

Acquired

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

Honolulu, HI

$
1,500,000


$
336,229


$
473,771


$



$
125,435


$
336,229


$
599,206


$
935,435


$
148,481







1999




(e)Alameda Plaza

Pocatello, ID






740



2,060







13



740



2,073



2,813



283







2002




(e)Anaheim Crossing

Anaheim, CA










1,986







29







2,015



2,015



274







2002




(e)Animas Valley Mall

Farmington, NM


24,746



6,464



35,902







8,168



6,464



44,070



50,534



6,283







2002




(e)Apache Mall

Rochester, MN


50,681



8,110



72,993







25,600



8,110



98,593



106,703



23,639







1998




(e)Arizona Center

Phoenix, AZ


489



2,314



132,158







(1,654
)


2,314



130,504



132,818



18,023







2004




(e)Augusta Mall

Augusta, GA


175,000



787



162,272



1,217



52,082



2,004



214,354



216,358



18,980







2004




(e)Austin Bluffs Plaza

Colorado Springs, CO


2,383



1,080



3,007







225



1,080



3,232



4,312



440







2002




(e)Bailey Hills Village

Eugene, OR






290



806







36



290



842



1,132



114







2002




(e)Baybrook Mall

Friendswood, TX


150,868



13,300



117,163



6,853



27,555



20,153



144,718



164,871



30,523







1999




(e)Bayshore Mall

Eureka, CA


31,720



3,005



27,399







36,835



3,005



64,234



67,239



30,440



1986-1987








(e)Bayside Marketplace

Miami, FL


62,837







177,801







2,681







180,482



180,482



26,642







2004




(e)Beachwood Place

Beachwood, OH


244,746



18,500



319,684







33,273



18,500



352,957



371,457



30,835







2004




(e)Bellis Fair

Bellingham, WA


63,945



7,616



47,040



(131
)


14,759



7,485



61,799



69,284



29,260



1987-1988








(e)Birchwood Mall

Port Huron, MI


39,151



1,769



34,575



1,274



19,490



3,043



54,065



57,108



27,603



1989-1990








(e)Boise Plaza

Boise, ID






374



1,042







112



374



1,154



1,528



152







2002




(e)Boise Towne Plaza

Boise, ID


11,219



3,988



11,101







146



3,988



11,247



15,235



1,545







2002




(e)Boise Towne Square

Boise, ID


74,464



23,449



131,001



1,019



29,122



24,468



160,123



184,591



21,703







2002




(e)Burlington Town Center

Burlington, VT


31,586



1,637



32,798



2,597



20,275



4,234



53,073



57,307



4,416







2004




(e)Cache Valley Mall

Logan, UT






3,875



22,047







9,011



3,875



31,058



34,933



4,228







2002




(e)Cache Valley Marketplace

Logan, UT






1,500



1,583



1,639



5,136



3,139



6,719



9,858



450







2002




(e)Capital Mall

Jefferson City, MO


20,710



4,200



14,201



(287
)


10,795



3,913



24,996



28,909



11,193







1993




(e)Century Plaza

Birmingham, AL






3,164



28,514







5,911



3,164



34,425



37,589



10,780







1997




(e)Chapel Hills Mall

Colorado Springs, CO


118,203



4,300



34,017







71,251



4,300



105,268



109,568



34,441







1993




(e)Chico Mall

Chico, CA


58,314



16,958



45,628







3,476



16,958



49,104



66,062



5,585







2003




(e)Coastland Center

Naples, FL


99,060



11,450



103,050







49,605



11,450



152,655



164,105



29,932







1998




(e)Collin Creek

Plano, TX


72,785



26,250



122,991







(1,613
)


26,250



121,378



147,628



11,594







2004




(e)Colony Square Mall

Zanesville, OH






1,000



24,500



597



24,927



1,597



49,427



51,024



24,166







1986




(e)Columbia Mall

Columbia, MO


90,000



5,383



19,663







29,900



5,383



49,563



54,946



24,667



1984-1985








(e)Coral Ridge Mall

Coralville, IA


100,658



3,364



64,218



49



21,961



3,413



86,179



89,592



26,916



1998-1999








(e)Coronado Center

Albuquerque, NM


172,575



33,072



148,799







1,158



33,072



149,957



183,029



20,542







2003




(e)Cottonwood Mall

Salt Lake City, UT






7,613



42,987







(27,324
)


7,613



15,663



23,276



2,012







2002




(e)Cottonwood Square

Salt Lake City, UT






1,558



4,339







218



1,558



4,557



6,115



612







2002




(e)Country Hills Plaza

Ogden, UT


13,759



3,620



9,080







887



3,620



9,967



13,587



1,304







2002




(e)Crossroads Center

St. Cloud, MN


86,433



10,813



72,203



2,393



40,050



13,206



112,253



125,459



19,347







2000




(e)Cumberland Mall

Atlanta, GA


160,278



15,199



136,787



10,042



68,018



25,241



204,805



230,046



38,161







1998




(e)Division Crossing

Portland, OR


5,492



1,773



4,935







421



1,773



5,356



7,129



726







2002




(e)Eagle Ridge Mall

Lake Wales, FL


48,555



7,620



49,561







18,555



7,620



68,116



75,736



23,818



1995-1996








(e)Eastridge Mall

Casper, WY


40,069



6,171



34,384



(79
)


6,720



6,092



41,104



47,196



5,702







2002




(e)Eastridge Mall

San Jose, CA


170,000



36,724



178,018







15,100



36,724



193,118



229,842



17,477







2006




(e)Eden Prairie Center

Eden Prairie, MN


81,908



465



19,024



28



122,215



493



141,239



141,732



37,576







1997




(e)Fallbrook Center

West Hills, CA


85,000



6,117



10,077



10



101,730



6,127



111,807



117,934



45,329







1984




(e)Faneuil Hall Marketplace

Boston, MD


95,928







122,098







689







122,787



122,787



15,586







2004




(e)Fashion Place

Murray, UT


147,510



21,604



206,484







7,800



21,604



214,284



235,888



20,329







2004




(e)Fashion Show

Las Vegas, NV


358,998



523,650



602,288







11,163



523,650



613,451



1,137,101



67,078







2004




(e)Foothills Mall

Fort Collins, CO


42,323



8,031



96,642



2,544



8,279



10,575



104,921



115,496



12,397







2003




(e)Fort Union

Midvale, UT


2,867







3,842







24







3,866



3,866



539







2002




(e)Four Seasons Town Centre

Greensboro, NC


103,795



27,231



141,978







4,942



27,231



146,920



174,151



16,883







2004




(e)Fox River Mall

Appleton, WI


195,000



2,701



18,291



2,086



65,445



4,787



83,736



88,523



36,399



1983-1984








(e)Fremont Plaza

Las Vegas, NV










3,956







320







4,276



4,276



559







2002




(e)Gateway Crossing Shopping Center

Bountiful, UT


15,649



4,104



11,422







996



4,104



12,418



16,522



1,737







2002




(e)Gateway Mall

Springfield, OR


40,588



8,728



34,707







38,249



8,728



72,956



81,684



31,297



1989-1990








(e)Gateway Overlook

Baltimore, MD


55,000







31,679















31,679



31,679



285



2007








(e)  F-56




---



##### Table of Contents



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

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)Glenbrook Square

Fort Wayne, IN


181,297



30,414



195,896



50



11,749



30,464



207,645



238,109



23,329







2003




(e)Governors Square

Tallahassee, FL


63,172







121,482







4,794







126,276



126,276



14,999







2004




(e)Grand Teton Mall

Idaho Falls, ID


26,514



6,973



44,030







11,114



6,973



55,144



62,117



7,211







2002




(e)Grand Teton Plaza

Idaho Falls, ID






2,349



7,336







588



2,349



7,924



10,273



739







2004




(e)Grand Traverse Mall

Traverse City, MI


87,188



3,534



20,776







30,138



3,534



50,914



54,448



25,522



1990-1991








(e)Greenwood Mall

Bowling Green, KY


45,569



3,200



40,202



187



35,916



3,387



76,118



79,505



29,966







1993




(e)Halsey Crossing

Gresham, OR


2,688







4,363







114







4,477



4,477



627







2002




(e)Harborplace

Baltimore, MD


50,000







54,308







11,092







65,400



65,400



9,350







2004




(e)Hulen Mall

Fort Worth, TX


115,661



8,910



153,894







2,826



8,910



156,720



165,630



17,011







2004




(e)Jordan Creek Town Center

West Des Moines, IA


190,375



18,142



166,143







12,061



18,142



178,204



196,346



24,694



2004








(e)Knollwood Mall

St. Louis Park, MN


40,771







9,748



7,026



41,743



7,026



51,491



58,517



23,615







1978




(e)Lakeside Mall

Sterling Heights, MI


185,116



35,860



369,639







4,887



35,860



374,526



410,386



37,247







2004




(e)Lakeview Square

Battle Creek, MI


42,094



3,579



32,210







19,291



3,579



51,501



55,080



16,024







1996




(e)Landmark Mall

Alexandria, VA






28,396



67,235







(150
)


28,396



67,085



95,481



17,903







2003




(e)Lansing Mall

Lansing, MI


25,536



6,978



62,800



4,518



46,672



11,496



109,472



120,968



31,183







1996




(e)Lincolnshire Commons

Lincolnshire, IL


28,000



10,784



9,441







18,646



10,784



28,087



38,871



1,514



2006








(e)Lockport Mall

Lockport, NY






800



10,000







4,228



800



14,228



15,028



8,110







1986




(e)Lynnhaven Mall

Virginia Beach, VA


242,284



33,698



229,433







4,574



33,698



234,007



267,705



28,975







2003




(e)Mall At Sierra Vista

Sierra Vista, AZ






3,652



20,450







3,423



3,652



23,873



27,525



3,360







2002




(e)Mall Of Louisiana

Baton Rouge, LA


238,000



24,591



246,452







30,425



24,591



276,877



301,468



26,962







2004




(e)Mall Of The Bluffs

Council Bluffs, IA


39,151



1,860



24,016



35



24,942



1,895



48,958



50,853



25,228



1985-1986








(e)Mall St. Matthews

Louisville, KY


148,207







176,583







7,974







184,557



184,557



21,640







2004




(e)Mall St. Vincent

Shreveport, LA


49,000



2,640



23,760







9,802



2,640



33,562



36,202



9,966







1998




(e)Market Place Shopping Center

Champaign, IL


106,000



7,000



63,972







54,597



7,000



118,569



125,569



33,820







1997




(e)Mayfair Mall

Wauwatosa, WI


181,314



14,707



224,847







35,713



14,707



260,560



275,267



57,034







2003




(e)Meadows Mall

Las Vegas, NV


105,193



24,634



104,088



(3,259
)


17,589



21,375



121,677



143,052



27,012







2003




(e)Metro Plaza

Baltimore, MD






1,050



10,340



271



2,043



1,321



12,383



13,704



2,088







2004




(e)Mondawmin Mall

Baltimore, MD






10,800



47,531







1,265



10,800



48,796



59,596



8,497







2004




(e)North Plains Mall

Clovis, NM






2,722



15,048







3,404



2,722



18,452



21,174



2,877







2002




(e)North Star Mall

San Antonio, TX


238,619



29,230



467,961



3,791



34,678



33,021



502,639



535,660



46,222







2004




(e)North Temple Shops

Salt Lake City, UT






168



468







6



168



474



642



65







2002




(e)North Town Mall

Spokane, WA


74,443



22,407



125,033







6,331



22,407



131,364



153,771



19,155







2002




(e)Northgate Mall

Chattanooga, TN


45,812



2,525



43,944







8,371



2,525



52,315



54,840



13,108







2003




(e)Northridge Fashion Center

Northridge, CA


129,315



16,618



149,563



248



38,187



16,866



187,750



204,616



47,535







1998




(e)Oak View Mall

Omaha, NE


116,974



12,056



113,042







5,823



12,056



118,865



130,921



23,273







2003




(e)Oakwood Center

Gretna, LA


95,000



2,830



137,574



1,532



17,488



4,362



155,062



159,424



18,393







2004




(e)Oakwood Mall

Eau Claire, WI


52,201



3,267



18,281







28,505



3,267



46,786



50,053



25,557



1985-1986








(e)Oglethorpe Mall

Savannah, GA


144,628



16,036



92,978







7,971



16,036



100,949



116,985



23,868







2003




(e)Orem Plaza Center Street

Orem, UT


2,562



1,069



2,974







2,383



1,069



5,357



6,426



483







2002




(e)Orem Plaza State Street

Orem, UT


1,586



592



1,649







157



592



1,806



2,398



233







2002




(e)Oviedo Marketplace

Orlando, FL


52,976



24,017



23,958



(2,045
)


762



21,972



24,720



46,692



8,988







2004




(e)Owings Mills Mall

Owing Mills, MD


101,951



27,534



173,005



(6,208
)


3,895



21,326



176,900



198,226



21,723







2004




(e)Oxmoor Center

Louisville, KY


62,287







131,434







6,261







137,695



137,695



11,332







2004




(e)Paramus Park

Paramus, NJ


106,461



47,660



182,124







6,466



47,660



188,590



236,250



19,230







2004




(e)Park City Center

Lancaster, PA


152,935



8,465



177,191



(276
)


35,644



8,189



212,835



221,024



43,860







2003




(e)Park Place

Tucson, AZ


180,593



4,996



44,993



(280
)


113,579



4,716



158,572



163,288



39,210







1996




(e)Peachtree Mall

Columbus, GA


91,593



22,052



67,679







5,641



22,052



73,320



95,372



10,891







2003




(e)Pecanland Mall

Monroe, LA


60,156



10,101



68,329



297



14,145



10,398



82,474



92,872



12,832







2002




(e)Piedmont Mall

Danville, VA


34,492



2,000



38,000







10,461



2,000



48,461



50,461



16,177







1995




(e)Pierre Bossier Mall

Bossier City, LA


36,335



4,367



35,353







10,674



4,367



46,027



50,394



12,210







1998




(e)Pine Ridge Mall

Pocatello, ID


27,015



4,905



27,349







6,548



4,905



33,897



38,802



5,047







2002




(e)Pioneer Place

Portland, OR


169,552



10,805



209,965







967



10,805



210,932



221,737



21,505







2004




(e)Plaza 800

Sparks, NV










5,430







31







5,461



5,461



680







2002




(e)Plaza 9400

Sandy, UT










9,114







192







9,306



9,306



1,290







2002




(e)Prince Kuhio Plaza

Hilo, HI


38,957



9



42,710







1,959



9



44,669



44,678



10,149







2002




(e)  F-57




---



##### Table of Contents



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

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)Providence Place

Providence, RI


422,801







502,809







6,617







509,426



509,426



57,537







2004




(e)Provo Towne Centre

Provo, UT


49,020



13,486



74,587







1,669



13,486



76,256



89,742



11,648







2002




(e)Red Cliffs Mall

St. George, UT


25,677



1,880



26,561







3,489



1,880



30,050



31,930



4,569







2002




(e)Red Cliffs Plaza

St. George, UT










2,366







370







2,736



2,736



373







2002




(e)Regency Square Mall

Jacksonville, FL


96,855



16,498



148,478



1,386



21,044



17,884



169,522



187,406



40,313







1998




(e)Ridgedale Center

Minnetonka, MN


182,390



10,710



272,607







15,787



10,710



288,394



299,104



27,114







2004




(e)Rio West Mall

Gallup, NM










19,500







7,391







26,891



26,891



13,738







1986




(e)River Falls Mall

Clarksville, IN






3,178



54,610



3,703



85,781



6,881



140,391



147,272



40,120



1989-1990








(e)River Hills Mall

Mankato, MN


80,000



3,714



29,014



993



43,690



4,707



72,704



77,411



27,068



1990-1991








(e)River Pointe Plaza

West Jordan, UT


3,969



1,302



3,623







510



1,302



4,133



5,435



531







2002




(e)Riverlands Shopping Center

LaPlace, LA






500



4,500



601



5,667



1,101



10,167



11,268



1,863







1998




(e)Riverside Plaza

Provo, UT


5,680



2,475



6,890







2,132



2,475



9,022



11,497



1,293







2002




(e)Rivertown Crossings

Grandville, MI


120,508



10,973



97,142



(3,747
)


50,076



7,226



147,218



154,444



39,915



1998-1999








(e)Riverwalk Marketplace

New Orleans, LA










94,513







(4,618
)






89,895



89,895



6,826







2004




(e)Rogue Valley Mall

Medford, OR


26,847



21,913



36,392



(95
)


5,715



21,818



42,107



63,925



6,147







2003




(e)Saint Louis Galleria

St. Louis, MO


242,913



36,774



184,645



(545
)


23,855



36,229



208,500



244,729



24,810







2003




(e)Salem Center

Salem, OR


25,630



6,966



38,976







2,038



6,966



41,014



47,980



6,038







2002




(e)Sikes Senter

Wichita Falls, TX


62,723



12,759



50,567







3,460



12,759



54,027



66,786



9,259







2003




(e)Silver Lake Mall

Coeur dAlene, ID






4,448



24,801







1,520



4,448



26,321



30,769



3,754







2002




(e)Sooner Mall

Norman, OK


60,000



2,700



24,300



(119
)


20,496



2,581



44,796



47,377



13,698







1996




(e)South Street Seaport

New York, NY










10,872







1,329







12,201



12,201



8,099







2004




(e)Southlake Mall

Morrow, GA


100,000



6,700



60,407







14,294



6,700



74,701



81,401



21,469







1997




(e)Southland Center

Taylor, MI


111,310



7,690



99,376







(769
)


7,690



98,607



106,297



7,087







2004




(e)Southland Mall

Hayward, CA


83,662



13,921



75,126



200



16,745



14,121



91,871



105,992



12,318







2002




(e)Southshore Mall

Aberdeen, WA






650



15,350







5,699



650



21,049



21,699



11,868







1986




(e)Southwest Plaza

Littleton, CO


74,541



9,000



103,984



542



40,326



9,542



144,310



153,852



33,185







1998




(e)Spokane Valley Mall

Spokane, WA


38,056



11,455



67,046







1,425



11,455



68,471



79,926



9,760







2002




(e)Spokane Valley Plaza

Spokane, WA






3,558



10,150







79



3,558



10,229



13,787



1,392







2002




(e)Spring Hill Mall

West Dundee, IL


79,717



12,400



111,644







20,019



12,400



131,663



144,063



32,038







1998




(e)Staten Island Mall

Staten Island, NY


290,708



222,710



339,102







8,708



222,710



347,810



570,520



37,960







2004




(e)Stonestown Galleria

San Francisco, CA


273,000



67,000



246,272







8,481



67,000



254,753



321,753



22,513







1998




(e)The Boulevard Mall

Las Vegas, NV


110,781



16,490



148,413



(1,135
)


14,181



15,355



162,594



177,949



39,005







1998




(e)The Crossroads

Portage, MI


40,741



6,800



61,200







23,280



6,800



84,480



91,280



18,632







1999




(e)The Gallery At Harborplace

Baltimore, MD


102,978



17,912



174,410







2,417



17,912



176,827



194,739



15,079







2004




(e)The Grand Canal Shoppes

Las Vegas, NV


403,708







766,232







14,768







781,000



781,000



74,223







2004




(e)The Maine Mall

South Portland, ME


221,354



41,374



238,457



(79
)


9,875



41,295



248,332



289,627



26,291







2003




(e)The Mall In Columbia

Columbia, MD


400,000



34,650



522,363







17,981



34,650



540,344



574,994



53,018







2004




(e)The Pines

Pine Bluff, AR






1,489



17,627



(242
)


17,374



1,247



35,001



36,248



19,206



1985-1986








(e)The Shops At Fallen Timbers

Maumee, OH






3,677



77,825











3,677



77,825



81,502



633



2007








(e)The Shops At La Cantera

San Antonio, TX


174,543



10,966



205,222







8,283



10,966



213,505



224,471



15,370



2005








(e)The Streets At SoutHPoint

Durham, NC


245,707



16,070



406,266







7,386



16,070



413,652



429,722



38,011







2004




(e)The Village Of Cross Keys

Baltimore, MD


376



18,070



57,285







73



18,070



57,358



75,428



4,064







2004




(e)Three Rivers Mall

Kelso, WA


21,995



4,312



23,019







2,587



4,312



25,606



29,918



3,685







2002




(e)Town East Mall

Mesquite, TX


108,538



7,711



149,258







18,028



7,711



167,286



174,997



28,681







2004




(e)Tucson Mall

Tucson, AZ


120,596







181,424







33,008







214,432



214,432



32,907







2001




(e)Twin Falls Crossing

Twin Falls, ID






275



769











275



769



1,044



105







2002




(e)University Crossing

Orem, UT


11,684



3,420



9,526







1,061



3,420



10,587



14,007



1,393







2002




(e)Valley Hills Mall

Hickory, NC


58,326



3,444



31,025



2,212



44,559



5,656



75,584



81,240



20,678







1997




(e)Valley Plaza Mall

Bakersfield, CA


98,233



12,685



114,166







24,781



12,685



138,947



151,632



31,901







1998




(e)Visalia Mall

Visalia, CA


43,461



11,052



58,172



(14
)


6,337



11,038



64,509



75,547



9,408







2002




(e)Ward Centers

Honolulu, HI


217,289



164,007



89,321



1,337



78,467



165,344



167,788



333,132



21,748







2002




(e)West Valley Mall

Tracy, CA


59,078



9,295



47,789



1,591



34,979



10,886



82,768



93,654



27,557



1995








(e)Westlake Center

Seattle, WA


76,409



12,971



117,003



4,669



(2,912
)


17,640



114,091



131,731



12,812







2004




(e)Westwood Mall

Jackson, MI






2,658



23,924



913



5,908



3,571



29,832



33,403



9,995







1996




(e)White Marsh Mall

Baltimore, MD


187,000



24,760



239,688







13,205



24,760



252,893



277,653



26,766







2004




(e)  F-58




---



##### Table of Contents



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

Gross Amounts at Which







Life Upon WhichInitial Cost (b)

Subsequent to Acquisition (c)

Carried at Close of Period (d)







Latest IncomeBuildings and



Buildings and



Buildings and



Accumulated

Date of

Date

Statement isName of Center

Location

Encumbrances (a)

Land

Improvements

Land

Improvements

Land

Improvements

Total

Depreciation(e)

Construction

Acquired

Computed(In thousands)White Mountain Mall

Rock Springs, WY






1,363



7,611







7,729



1,363



15,340



16,703



2,563







2002




(e)Willowbrook

Wayne, NJ


172,346



28,810



444,762



30



10,670



28,840



455,432



484,272



44,348







2004




(e)Woodbridge Center

Woodbridge, NJ


213,521



50,737



420,703







5,987



50,737



426,690



477,427



45,742







2004




(e)Woodlands Village

Flagstaff, AZ


7,257



2,689



7,484







278



2,689



7,762



10,451



1,034







2002




(e)Yellowstone Square

Idaho Falls, ID






1,057



2,943







147



1,057



3,090



4,147



424







2002




(e)Total GGPI




14,706,793



2,812,976



16,674,773



49,939



2,742,244



2,862,915



19,417,017



22,279,932



3,168,384Bay City Mall

Bay City, MI


24,696



1,274



35,779











1,274



35,779



37,053



11,488







2007




(e)Brass Mill Center

Waterbury, CT


105,730



12,687



131,634











12,687



131,634



144,321



38,575







2007




(e)Brass Mill Commons

Waterbury, CT


22,613



5,011



20,368











5,011



20,368



25,379



7,364







2007




(e)Chula Vista Center

Chula Vista, CA


60,182



6,387



63,526











6,387



63,526



69,913



18,344







2007




(e)Columbiana Center

Columbia, SC


66,099



5,838



81,298











5,838



81,298



87,136



25,157







2007




(e)Deerbrook Mall

Humble, TX


76,791



7,821



96,045











7,821



96,045



103,866



27,255







2007




(e)Lakeland Square

Lakeland, FL


56,285



8,983



75,761











8,983



75,761



84,744



19,468







2007




(e)Moreno Valley Mall

Moreno Valley, CA


88,000



3,291



64,105











3,291



64,105



67,396



16,461







2007




(e)Newgate Mall

Ogden, UT


42,064



1,061



22,910











1,061



22,910



23,971



6,690







2007




(e)Newpark Mall

Newark, CA


69,601



6,560



100,918











6,560



100,918



107,478



37,869







2007




(e)North Point Mall

Alpharetta, GA


219,924



8,954



184,208











8,954



184,208



193,162



53,702







2007




(e)Pembroke Mall

Pembroke Pines, FL


133,549



16,939



121,507











16,939



121,507



138,446



36,139







2007




(e)Steeplegate Mall

Concord, NH


79,781



2,926



59,030











2,926



59,030



61,956



20,047







2007




(e)The Parks at Arlington

Arlington, TX


140,002



13,251



218,103











13,251



218,103



231,354



53,409







2007




(e)The Shoppes at Buckland

Manchester, CT


168,770



18,852



177,139











18,852



177,139



195,991



35,611







2007




(e)The Woodlands Mall

The Woodlands, TX


240,000



12,785



174,794











12,785



174,794



187,579



48,734







2007




(e)Tysons Galleria

McLean, VA


255,000



3,222



88,240











3,222



88,240



91,462



30,586







2007




(e)Vista Ridge Mall

Lewisville, TX


82,348



6,964



122,142











6,964



122,142



129,106



60,815







2007




(e)Washington Park Mall

Bartlesville, OK


12,378



1,401



16,242











1,401



16,242



17,643



5,689







2007




(e)West Oaks Mall

Ocoee, FL


71,501



13,534



70,909











13,534



70,909



84,443



25,899







2007




(e)Purchase accounting related adjustments

Chicago, IL


(11,413
)


173,174



783,523











173,174



783,523



956,697



(272,650
)Total Homart I(f)




2,003,901



330,915



2,708,181











330,915



2,708,181



3,039,096



306,652Other, including corporate and developments in progress


7,463,997



265,618



491,035



133,542



648,857



399,160



1,139,892



1,539,052



129,979Total Retail and Other




24,174,691



3,409,509



19,873,989



183,481



3,391,101



3,592,990



23,265,090



26,858,080



3,605,015Master Planned CommunitiesBridgeland

Houston, TX


32,030



257,222







113,000



1,001



370,222



1,001



371,223



149







2004




(e)Columbia

Howard County, MD






321,118







(169,165
)


150



151,953



150



152,103



22







2004




(e)Fairwood

Prince Georges County, MD






136,434







(75,732
)


27



60,702



27



60,729



3







2004




(e)Summerlin

Summerlin, NV


64,301



990,179







64,214



79



1,054,393



79



1,054,472



10







2004




(e)Other




11,117











2,102



93,047



2,102



93,047



95,149



Total Master Planned Communities




107,448



1,704,953







(65,581
)


94,304



1,639,372



94,304



1,733,676



184Total



$
24,282,139


$
5,114,462


$
19,873,989


$
117,900


$
3,485,405


$
5,232,362


$
23,359,394


$
28,591,756


$
3,605,199  F-59




---



##### Table of Contents





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


40-45Equipment, tenant improvements and fixtures


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


2006


2005(In thousands)Balance at beginning of year

$
24,661,601


$
23,583,536


$
23,308,792Acquisitions


3,152,350



234,624



Change in Master Planned Communities land


(16,466
)


4,775



5,363Additions


866,353



855,529



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










(53,022
)Dispositions and write-offs


(72,081
)


(16,863
)


(173,959
)Balance at end of year

$
28,591,756


$
24,661,601


$
23,583,536   Reconciliation
    of Accumulated Depreciation
  2007


2006


2005(In thousands)Balance at beginning of year

$
2,766,871


$
2,104,956


$
1,453,488Depreciation expense


635,872



663,524



652,109Acquisitions


274,537
(g)






Dispositions and write-offs


(72,081
)


(1,609
)


(641
)Balance at end of year

$
3,605,199


$
2,766,871


$
2,104,956   (g)
    
    Accumulated depreciation of our original 50% interest in the
    properties acquired in the Homart I acquisition at July 6,
    2007 (date of acquisition). Such properties were unconsolidated
    prior to the date of acquisition. F-60




---



##### 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 I filed with
    the Delaware Secretary of State on February 26, 2007 (previously
    filed as Exhibit 3.3 to the Annual Report on Form 10-K for the
    year ended December 31, 2006, which was previously filed with
    the SEC on March 1, 2007, incorporated herein by reference).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 (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 (filed herewith). S-1




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4
.12

Redemption Rights Agreement (Series B Preferred Units) dated
    July 10, 2002, by and among the Operating Partnership, General
    Growth Properties, Inc. and the persons listed on the signature
    pages thereof (filed herewith).4
.13

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

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

Redemption Rights Agreement dated March 5, 2004, by and among
    the Operating Partnership, General Growth Properties, Inc. and
    Koury Corporation (filed herewith).4
.16

Registration Rights Agreement dated April 15, 1993, between
    General Growth Properties, Inc., Martin Bucksbaum, Matthew
    Bucksbaum and the other parties named therein (filed herewith).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.
    (filed herewith).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
    (previously filed as Exhibit 4.24 to the Annual Report on Form
    10-K for the year ended December 31, 2006, which was filed with
    the SEC on March 1, 2007, incorporated herein by reference).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). S-2




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4
.26

Indenture, dated as of April 16, 2007, between the Operating
    Partnership and LaSalle Bank National Association (previously
    filed as Exhibit 4.1 to the Current Report on Form 8-K dated
    April 16, 2007, which was filed with the SEC on April 19, 2007,
    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 (filed herewith).10
.5

Amendment to the LP Agreement dated as of April 24, 2002 (filed
    herewith).10
.6

Fourth Amendment to the LP Agreement dated as of July 10, 2002
    (filed herewith).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
    (previously filed as Exhibit 10.12 to the Annual Report on Form
    10-K for the year ended December 31, 2006, which was filed with
    the SEC on March 1, 2007, incorporated herein by reference).10
.13

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

Second Amended and Restated Operating Agreement of GGPLP L.L.C.
    dated April 17, 2002 (the LLC Agreement) (filed
    herewith).10
.15

First Amendment to the LLC Agreement dated April 23, 2002 (filed
    herewith).10
.16

Second Amendment to the LLC Agreement dated May 13, 2002 (filed
    herewith).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). S-3




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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

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
.22

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

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

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

Third Amendment to the Operating Agreement of GGP/Homart II
    L.L.C. dated February 8, 2008 (filed herewith).10
.26

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

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

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

Summary of Non-Employee Director Compensation Program (filed
    herewith).10
.30

Contingent Stock Agreement, effective January 1, 1996, by The
    Rouse Company and in favor of and for the benefit of the Holders
    and the Representatives (as defined therein) (filed herewith).10
.31

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

Indemnity Agreement dated as of February 2006 by the Company and
    The Rouse Company, LP. (previously filed as Exhibit 10.1 to the
    Quarterly Report on Form 10-Q for the quarterly period ended
    March 31, 2006 which was filed with the SEC on May 10, 2006,
    incorporated herein by reference).10
.33*

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

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

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

General Growth Properties, Inc. 2003 Incentive Stock Plan, as
    amended (previously filed as Exhibit 10.1 to the Quarterly
    Report on Form 10-Q for the quarterly period ended June 30, 2006
    which was filed with the SEC on August 9, 2006, incorporated
    herein by reference). S-4




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10
.37*

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

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

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

Form of Non-Employee Director Restricted Stock Agreement
    pursuant to the 2003 Incentive Stock Plan (previously filed as
    Exhibit 10.3 to the Quarterly Report on Form 10-Q for the
    quarterly period ended June 30, 2006 which was filed with the
    SEC on August 9, 2006, 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).     (*)
    
    A compensatory plan or arrangement required to be filed.  Regulation S-K,
 S-5