##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

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 þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 





GENERAL
    GROWTH PROPERTIES, INC.
  Annual
    Report on
    Form 10-K
 December 31,
    2008
  TABLE OF
    CONTENTS
   
 Item No.



Page NumberPart I1.

Business


11A.

Risk Factors


61B.

Unresolved Staff Comments


192.

Properties


193.

Legal Proceedings


304.

Submission of Matters to a Vote of Security
    Holders


30Part II5.

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


306.

Selected Financial Data


327.

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


347A.

Quantitative and Qualitative Disclosures About
    Market Risk


568.

Financial Statements and Supplementary Data


579.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


579A.

Controls and Procedures


579B.

Other Information


59Part III10.

Directors, Executive Officers and Corporate
    Governance


5911.

Executive Compensation


5912.

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


5913.

Certain Relationships and Related Transactions,
    and Director Independence


6014.

Principal Accountant Fees and Services


60Part IV15.

Exhibits and Financial Statement Schedules


61Signatures


62Consolidated Financial Statements


F-1Consolidated Financial Statement
    Schedule


F-67Exhibit Index


S-1EX-4.13EX-10.2EX-10.3EX-10.7EX-10.17EX-10.18EX-10.19EX-10.29EX-10.36EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1   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 and our one
    residential condominium project located in Natick (Boston),
    Massachusetts       1




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##### Table of Contents



General
    Development of Business
        Financial
    Information About Industry Segments
    Narrative
    Description of Business
  Retail
    and Other Segment
    Retail
    Portfolio
       2




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Category

% of Square Feet


Representative TenantsSpecialty (includes personal services)


21
%

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 NavyWomens Apparel


12


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


8


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


4


Apple Computer, Brookstone, EB Games, FYE, Gamestop, RadioShack,
    SuncoastHome Furnishings


3


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 SportsChildrens Merchandise


3


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


3


Aveda, Bath & Body Works, Bare Essentials, M.A.C.,
    LOccitane, Origins, Sephora, Trade SecretGifts (includes stationery, cards, gifts and novelty)


3


Carlton Cards, Hallmark, Spencer Gifts, Things Remembered,
    Yankee CandleJewelry


2


Bailey, Banks, & Biddle, Ben Bridge Jewelers, Helzberg
    Diamonds, Kay Jewelers, Michael Hill Jewelers, Piercing Pagoda,
    Zales JewelersFast Food/Food Court


2


Arbys, Auntie Annes, Chick-Fil-A, McDonalds,Specialty Food (includes health, candy and coffee)


2


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


100
%  3




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##### Table of Contents



Other
    Office, Industrial and Mixed-Use Buildings
    Master
    Planned Communities Segment
    As of December 31,2008RemainingTotal Gross


SaleableProject

Location

Acres(1)


Acres(2)Maryland communities(3)

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


19,100



541Summerlin

Northwest of Las Vegas, Nevada


22,500



7,381Bridgeland

Western Houston, Texas


11,400



7,248Woodlands(4)

Houston, Texas


28,400



2,870     (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
      
    Consumer demographics
    Quality, design and location of properties 4




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
    Total number and geographic distribution of properties
    Diversity of retailers and anchor tenants at shopping center
    locations
    Management and operational expertise
    Rental rates        
    The size and scope of our master planned communities
    The recreational and cultural amenities available within the
    communities
    The commercial centers in the communities
    Our relationships with homebuilders
    The proximity to major metropolitan areas    Environmental
    Matters
    and/or
 5




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Employees
    Qualification
    as a Real Estate Investment Trust and Taxability of
    Distributions
  Sections 856-858
  Available
    Information
  www.ggp.com Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Bankruptcy
    Risks
  We may
    file for bankruptcy protection, or an involuntary petition for
    bankruptcy may be filed against us
  and/or
 6




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If we
    file for bankruptcy protection, our business and operations will
    be subject to certain risks
    
    A bankruptcy filing by or against a filer may adversely affect
    our business prospects and our ability to operate during the
    reorganization process
    The coordination of a bankruptcy filing and operating under
    protection of the bankruptcy court would involve significant
    costs, including expenses of legal counsel and other
    professional advisors. These costs may be significantly higher
    than those of other companies due to our large size and complex
    legal structure
    We may have difficulty continuing to obtain and maintain
    contracts necessary to continue our operations and at affordable
    rates with competitive terms
    We may have difficulty maintaining existing and building new
    tenant relationships
    Transactions by filers outside the ordinary course of business
    would be subject to the prior approval of the court, which may
    limit our ability to respond timely to certain events or take
    advantage of certain opportunities
    Filers may not be able to obtain court approval or such approval
    may be delayed with respect to motions made in the
    reorganization cases
    We may be unable to retain and motivate key executives and
    associates through the process of reorganization, and we may
    have difficulty attracting new employees
    There can be no assurance as to our ability to maintain or
    obtain sufficient financing sources for operations or to fund
    any reorganization plan and meet future obligations
    There can be no assurance that we will be able to successfully
    develop, prosecute, confirm and consummate one or more plans of
    reorganization that are acceptable to the bankruptcy court and
    our creditors, equity holders and other parties in interest
    The value of our common stock could be reduced to zero as result
    of a bankruptcy filing
    Under certain scenarios, a bankruptcy filing may result in
    adverse effects to certain of our joint ventures, including the
    dissolution or a loss of control by us over the operations of
    such ventures
    A bankruptcy filing may adversely affect our ability to satisfy
    the REIT distribution requirements  Liquidity
    Risks
  We may
    not be able to refinance, extend or repay our substantial
    indebtedness, which could have a materially adverse affect on
    our business, financial condition, results of operations and
    common stock price
     7




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Even
    if we are able to refinance or extend our indebtedness, our
    substantial indebtedness would still adversely affect our
    financial health and operating flexibility
  Risks related to debt level.
  
    Limiting our ability to borrow additional amounts for working
    capital, capital expenditures, debt service requirements,
    execution of our business 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 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
    Manage our cash flows
    Transfer assets to other subsidiaries
    Make capital expenditures
    Engage in mergers and acquisitions
    Make distributions to equity holders, including holders of our
    common stock  Risks related to refinancings.
 8




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Risks related to extensions.
    We may
    not have sufficient cash to maintain our
    operations
    We may
    not be able to raise capital to repay debt or finance our
    operations
  and/or
  Our ability to sell our properties or raise capital through
    other means is limited.
  We have a low tax basis in many of our properties relative to
    fair market value.
 9




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Common
    Stock Investment Risks
  The
    recent decline in our common stock price could have materially
    adverse effects on our business
    trading-day and/or
  
    Reducing the liquidity and market price of our common stock
    Reducing the number of investors willing to hold or acquire our
    common stock, thereby further restricting our ability to obtain
    equity financing
    Causing an event of default or noncompliance under certain of
    our debt facilities and other agreements
    Reducing our ability to retain, attract and motivate our
    directors, officers and employees  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 financial condition and performance, including the risk of
    bankruptcy
    Our quarterly and annual operating results
    Our decision to suspend our dividend in October 2008 and any
    future actions with respect to dividends
    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
    Concentration of ownership
    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
    General market volatility, conditions and trends    Future
    issuances of our common stock may depress our stock
    price
  and/or
 10




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Increases
    in market interest rates may hurt the market price of our common
    stock
    Business
    Risks
  Our
    senior management changes and focus on refinancing alternatives
    may adversely affect us
    
    Disrupt operations and distract management
    Fail to successfully achieve their expected benefits
    Be time consuming and expensive and result in the loss of
    business opportunities
    Subject us to litigation
    Result in increased difficulties due to uncertainties regarding
    our future operations
    Cause the trading price of our common stock to decrease
    and/or be
    highly volatile  We are
    party to securities, ERISA, and shareholder derivative
    litigation that distracts our management, is expensive to
    conduct, and seeks damages awards against us.
  Rule 10b-5
 11




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Deteriorating
    economic conditions, especially in the retail sector, will have
    an adverse affect on our revenues and available
    cash
    Ability to lease and collect rent.
  Bankruptcy or store closures of tenants.
  Department store productivity.
  Ability to attract new tenants.
  It may
    be difficult to buy and sell real estate quickly, and transfer
    restrictions apply to some of our properties
   12




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A
    change in control may effect our ability to use our net
    operating loss and interest expense carry forwards
    Holders
    of statutory and other liens on our properties could take steps
    to perfect their interests in such properties, which could lead
    to foreclosure
    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
    develop and expand properties, and this activity is subject to
    various risks
    
    We have delayed and may abandon development or expansion
    activities already under way, which may result in additional
    cost recognition 13




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
    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 zoning, occupancy or other required
    governmental permits and authorizations
    Occupancy rates and rents at a completed project may not meet
    projections and, therefore, the project may not be profitable
    We may not be able to obtain Anchor, mortgage lender and
    property partner approvals, if applicable, for expansion or
    redevelopment activities    We may
    incur costs to comply with environmental laws
  clean-up
    We are
    in a competitive business
      Some
    of our properties are subject to potential natural or other
    disasters
  and/or
 14




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Possible
    terrorist activity or other acts of violence could adversely
    affect our financial condition and results of
    operations
    Some
    potential losses are not insured
    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 15




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
    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    Organizational
    Risks
  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
    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
   16




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Bankruptcy
    of joint venture partners could impose delays and costs on us
    with respect to the jointly owned retail
    properties
    We are
    impacted by tax-related obligations to some of our
    partners
      We may
    not maintain our status as a REIT
      An
    ownership limit and certain anti-takeover defenses and
    applicable law may hinder any attempt to acquire
    us
  The ownership limit.
 17




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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      Forward-Looking
    Information
      
    Descriptions of plans or objectives of our management for debt
    repayment or restructuring, strategic alternatives, and future
    operations
    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
    Forecasts of our future economic performance 18




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
    Descriptions of assumptions underlying or relating to any of the
    foregoing    
    Bankruptcy and liquidity
    Future financings, repayment of debt and interest rates
    Expected sales of our Master Planned Communities segment
    Future development, management and leasing fees
    Distributions pursuant to the Contingent Stock Agreement
    Future cash needed to meet federal income tax requirements
    Future development spending      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties        Consolidated
    Retail Properties
  GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesAla Moana Center(2)

Honolulu, HI


2,062,029



915,421


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


 19




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GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesAlameda 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


462,442



212,977


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


Apache Mall(2)

Rochester, MN


751,318



268,326


Herbergers, JCPenney, Macys, Sears


Arizona Center(2)

Phoenix, AZ


165,431



72,677


AMC Theatres


Augusta Mall(2)

Augusta, GA


1,066,825



406,602


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


Austin Bluffs Plaza

Colorado Springs, CO


109,402



109,402





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


522,765



207,114


JCPenney, Sears, Target, Younkers


Baybrook Mall

Friendswood (Houston), TX


1,243,398



342,789


Dillards, JCPenney, Macys, Sears


1Bayshore Mall(2)

Eureka, CA


612,921



392,663


Gottschalks (5), Kohls (Macerich), Sears


Bayside Marketplace(2)

Miami, FL


220,093



220,093


N/A


N/ABeachwood Place

Beachwood, OH


913,453



333,873


Dillards, Nordstrom, Saks Fifth Avenue


Bellis Fair

Bellingham (Seattle), WA


773,977



335,653


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


Birchwood Mall

Port Huron (Detroit), MI


787,497



331,268


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 (5), Old Navy


1Boise Towne Square(2)

Boise, ID


1,093,870



423,841


Dillards, JCPenney, Macys, Sears


1Brass Mill Center

Waterbury, CT


986,333



328,994


Burlington Coat Factory, JCPenney, Macys, Regal Cinemas,
    Sears


1Brass Mill Commons

Waterbury, CT


197,033



197,033


Barnes & Noble, Hometown Buffet, Michaels, Officemax,
    Toys R Us


1The Boulevard Mall

Las Vegas, NV


1,175,668



387,632


JCPenney, Macys, Sears


1Burlington Town Center(2)

Burlington, VT


304,017



157,264


Macys


Cache Valley Mall

Logan, UT


319,320



173,488


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


Cache Valley Marketplace

Logan, UT


179,996



179,996


Home Depot, Olive Garden, T.J. Maxx


Canyon Point Village Center

Las Vegas, NV


57,229



57,229


N/A


N/ACapital Mall

Jefferson City, MO


564,224



331,147


Dillards, JCPenney, Sears


Century Plaza

Birmingham, AL


755,573



269,617


Sears


3Chapel Hills Mall

Colorado Springs, CO


1,202,604



407,165


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


Chico Mall

Chico, CA


497,013



174,885


Gottschalks (5), JCPenney, Sears


1Chula Vista Center

Chula Vista (San Diego), CA


870,282



282,145


JCPenney, Macys, Sears, Ultrastar Theaters


1Coastland Center

Naples, FL


922,391



332,001


Dillards, JCPenney,
    Macys, Sears


Collin Creek

Plano, TX


1,118,152



328,069


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


Colony Square Mall

Zanesville, OH


492,001



245,219


Cinemark, Elder-Beerman, JCPenney, Sears


Columbia Mall

Columbia, MO


727,142



306,082


Dillards, JCPenney, Sears, Target


Columbiana Centre

Columbia, SC


824,870



265,893


Belk, Dillards, JCPenney, Sears


 20




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GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesCoral Ridge Mall

Coralville (Iowa City), IA


1,077,612



422,447


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


Coronado Center(2)

Albuquerque, NM


1,150,058



375,729


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


1Cottonwood Mall

Holladay, UT


220,954



6,600


Macys


Cottonwood Square(2)

Salt Lake City, UT


77,079



77,079





1Country Hills Plaza

Ogden, UT


137,897



137,897


Smiths Food King


1The Crossroads

Portage (Kalamazoo), MI


770,539



267,579


JCPenney, Macys, Mervyns, Sears


Crossroads Center

St. Cloud, MN


885,708



280,028


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


Cumberland Mall

Atlanta, GA


1,022,219



374,235


Costco, Macys, Sears


Deerbrook Mall

Humble (Houston), TX


1,197,551



399,573


AMC Theatres, Dillards, JCPenney, Sears


2Division Crossing

Portland, OR


100,760



100,760


Rite Aid, Safeway


Eagle Ridge Mall

Lake Wales (Orlando), FL


624,910



229,455


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


Eastridge Mall

San Jose, CA


1,302,927



468,533


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


Eastridge Mall

Casper, WY


575,107



285,311


JCPenney, Macys, Sears, Target


Eden Prairie Center

Eden Prairie (Minneapolis), MN


1,134,483



325,480


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


Fallbrook Center(2)

West Hills (Los Angeles), CA


853,398



853,398


24 Hour Fitness, DSW Shoe Warehouse, Home Depot, Kohls,
    Macerich (Md Realty, LLC), Michaels, Old Navy, Party City,
    Petco Supplies & Fish


2Faneuil Hall Marketplace(2)

Boston, MA


195,647



195,647


N/A


N/AFashion Place(2)

Murray, UT


888,803



322,830


Dillards, Nordstrom, Sears


Fashion Show

Las Vegas, NV


1,893,602



526,988


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


2Foothills Mall

Fort Collins, CO


805,698



465,601


Macys, Sears, Ross Dress For Less, Sunwest - Safeway


2Fort Union(2)

Midvale (Salt 
    Lake City), UT


32,968



32,968


N/A


N/AFour Seasons Town Centre

Greensboro, NC


1,119,063



477,047


Belk, Dillards, JCPenney


Fox River Mall

Appleton, WI


1,207,948



519,311


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


1Fremont Plaza(2)

Las Vegas, NV


115,895



115,895


Asian Seafood & Grocery, CVS


The Gallery at Harborplace

Baltimore, MD


132,382



132,382


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


817,103



335,397


Ashley Furniture Homestore, Kohls, Movies 12, Oz Fitness,
    Ross Dress For Less, Sears, Target


Gateway Overlook

Columbia, MD


529,985



529,985


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


1Glenbrook Square

Fort Wayne, IN


1,224,197



447,327


JCPenney, Macys, Sears


1Governors Square(2)

Tallahassee, FL


1,021,411



329,806


Dillards, JCPenney, Macys, Sears


The Grand Canal Shoppes

Las Vegas, NV


499,692



465,278


N/A


N/AGrand Teton Mall

Idaho Falls, ID


541,246



217,321


Dillards, JCPenney, Macys, Sears


Grand Teton Plaza

Idaho Falls, ID


93,274



93,274


Best Buy, Petsmart, Ross Dress For Less


1 21




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##### Table of Contents



GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesGrand Traverse Mall

Traverse City, MI


591,129



277,738


GKC Theaters, JCPenney, Macys, Target


Greenwood Mall

Bowling Green, KY


842,713



413,660


Dillards, JCPenney, Macys, Sears


Halsey Crossing(2)

Gresham (Portland), OR


99,438



99,438


Safeway


Harborplace(2)

Baltimore, MD


145,529



145,529


N/A


N/AHulen Mall

Ft. Worth, TX


948,969



352,399


Dillards, Macys, Sears


Jordan Creek Town Center

West Des Moines, IA


1,290,205



748,506


Century Theatres, Dillards, Scheels, Younkers, Aveda
    Institute Des Moines, Bed Bath & Beyond, Best Buy, DSW Shoe
    Warehouse


1Knollwood Mall

St. Louis Park (Minneapolis), MN


462,734



166,511


Cub Foods, Kohls, T.J. Maxx


1Lakeland Square

Lakeland (Orlando), FL


884,484



274,446


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


Lakeside Mall

Sterling Heights, MI


1,520,147



499,429


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


Lakeview Square

Battle Creek, MI


554,970



263,377


JCPenney, Macys, Sears


Landmark Mall(2)

Alexandria (Washington, D.C.), VA


859,908



300,971


Lord & Taylor, Macys, Sears


Lansing Mall(2)

Lansing, MI


835,264



412,094


JCPenney, Macys, T.J. Maxx, Younkers


1Lincolnshire Commons

Lincolnshire (Chicago), IL


117,518



117,518


DSW Shoe Warehouse


Lockport Mall

Lockport, NY


90,734



90,734


The Bon Ton


Lynnhaven Mall

Virginia Beach, VA


1,285,231



449,784


AMC Theatres, Dicks Sporting Goods, Dillards,
    JCPenney, Macys


2The Maine Mall

South Portland, ME


1,018,340



386,279


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


2Mall at Sierra Vista

Sierra Vista, AZ


365,853



134,583


Cinemark, Dillards, Sears


The Mall in Columbia

Columbia, MD


1,423,772



623,604


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


Mall of Louisiana

Baton Rouge, LA


1,552,661



745,179


Borders Books & Music, Circuit City (5), Dillards,
    JCPenney, Macys, Pottery Barn, Sears, Dicks Sporting
    Goods, DSW Shoe Warehouse, Ulta


Mall of the Bluffs

Council Bluffs (Omaha, NE), IA


701,397



375,175


Dillards, Hy-Vee, Sears, Target


1Mall St. Matthews(2)

Louisville, KY


1,087,766



352,061


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


1Mall St. Vincent(2)

Shreveport, LA


532,801



184,801


Dillards, Sears


Market Place Shopping Center

Champaign, IL


1,043,233



507,487


Bergners, JCPenney, Macys, Sears


Mayfair

Wauwatosa (Milwaukee), WI


1,115,579



496,195


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


Meadows Mall

Las Vegas, NV


944,603



307,750


Dillards, JCPenney, Macys, Sears


Mondawmin Mall

Baltimore, MD


362,297



295,597


Shoppers Food And Pharmacy


Moreno Valley Mall

Moreno Valley (Riverside), CA


1,064,329



338,095


Harkins Theatre, JCPenney, Macys, Sears, Steve &
    Barrys(5)


1Newgate Mall

Ogden (Salt Lake City), UT


724,915



252,781


Cinemark Tinseltown 14, Dillards, Macerich (Md Realty,
    LLC), Sears, Sports Authority


NewPark Mall

Newark (San Francisco), CA


1,116,932



373,326


JCPenney, Macys, Sears, Target


1North Plains Mall

Clovis, NM


303,197



109,116


Bealls, Dillards, JCPenney, Sears


 22




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##### Table of Contents



GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesNorth Point Mall

Alpharetta (Atlanta), GA


1,375,971



409,684


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


1North Star Mall

San Antonio, TX


1,252,780



427,908


Dillards, Macys, Saks Fifth Avenue


1North Temple Shops(4)

Salt Lake City, UT


10,181



10,181


N/A


N/ANorthgate Mall

Chattanooga, TN


799,147



333,827


Belk, Belk Home Store, JCPenney, Sears, T.J. Maxx


Northridge Fashion Center

Northridge (Los Angeles), CA


1,479,664



558,852


JCPenney, Macys, Pacific Theatres, Sears


1NorthTown Mall

Spokane, WA


1,043,114



411,620


Bumpers, Inc, JCPenney, Kohls, Macys, Regal Cinemas,
    Sears, Steve & Barrys(5)


Oak View Mall

Omaha, NE


861,137



256,877


Dillards, JCPenney, Sears, Younkers


Oakwood Center

Gretna, LA


759,325



241,931


Dillards, JCPenney, Sears


Oakwood Mall

Eau Claire, WI


812,545



327,469


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


Oglethorpe Mall

Savannah, GA


943,902



363,754


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


940,522



275,593


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


Owings Mills Mall

Owings Mills, MD


1,071,357



424,320


Ifl Furniture, Inc, JCPenney, Macys


1Oxmoor Center(2)

Louisville, KY


917,281



270,071


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


Paramus Park

Paramus, NJ


765,428



306,371


Macys, Sears


Park City Center

Lancaster (Philadelphia), PA


1,442,771



542,874


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


Park Place

Tucson, AZ


1,050,525



395,788


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


Park West

Peoria, AZ


178,667



114,538


Harkins Theatre


The Parks at Arlington

Arlington (Dallas), TX


1,515,149



432,210


AMC Theatres, Barnes & Noble, Circuit City (5), Dicks
    Sporting Goods, Dillards, Forever 21, JCPenney,
    Macys, Sears


Peachtree Mall

Columbus, GA


818,227



309,612


Dillards, JCPenney, Macys


1Pecanland Mall

Monroe, LA


945,167



329,731


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


Pembroke Lakes Mall

Pembroke Pines (Fort Lauderdale), FL


1,134,689



353,414


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


Piedmont Mall

Danville, VA


700,280



148,542


Belk, Belk Mens, JCPenney, Sears


1Pierre Bossier Mall

Bossier City (Shreveport), LA


603,391



210,093


Dillards, JCPenney, Sears, Stage


1Pine Ridge Mall(2)

Pocatello, ID


638,198



200,211


Dillards, JCPenney, Party Palace, Sears, Shopko


The Pines

Pine Bluff, AR


625,481



243,061


Dillards, Holiday Inn Express, JCPenney, Sears


1Pioneer Place(2)

Portland, OR


363,066



282,066


Saks Fifth Avenue


Plaza 800(2)

Sparks (Reno), NV


72,431



72,431


Save Mart Supermarkets


Plaza 9400(2)

Sandy (Salt Lake City), UT


228,661



228,661


Albertsons, Deseret Industries


1Prince Kuhio Plaza(2)

Hilo, HI


503,490



267,370


Macys, Sears


1Providence Place(2)

Providence, RI


1,264,641



505,536


Bed Bath & Beyond, Dave & Busters, JCPenney,
    Macys, Nordstrom, Old Navy, Providence Place Cinemas 16


Provo Towne Centre(3)

Provo, UT


792,542



222,473


Cinemark, Dillards, JCPenney, Sears


 23




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##### Table of Contents



GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesRed Cliffs Mall

St. George, UT


385,487



119,650


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


1,384,353



525,347


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


Ridgedale Center

Minnetonka, MN


1,042,059



339,679


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


Rio West Mall(2)(3)

Gallup, NM


508,501



327,368


Bealls, JCPenney


1River Falls Mall

Clarksville, IN


786,012



786,012


Bass Pro Shops Outdoor World, Dicks Sporting Goods,
    Louisville Athletic Club, Old Time Pottery, Toys R Us


1River Hills Mall

Mankato, MN


718,008



275,921


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


River Pointe Plaza

West Jordan (Salt Lake City), UT


224,258



224,258


Shopko, Supervalu


Riverlands Shopping Center

Laplace (New Orleans), LA


176,909



176,909


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


1,270,555



421,497


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


Riverwalk Marketplace(2)

New Orleans, LA


190,568



190,568


N/A


N/ARogue Valley Mall

Medford (Portland), OR


639,217



251,779


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


1Saint Louis Galleria

St. Louis, MO


1,146,870



457,190


Dillards, Macys


1Salem Center(2)

Salem, OR


638,837



200,837


JCPenney, Kohls, Macys, Nordstrom


The Shoppes at Buckland Hills

Manchester, CT


1,045,777



453,166


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


The Shoppes at The Palazzo

Las Vegas, NV


362,179



277,436


Barneys New York


The Shops at Fallen Timbers

Maumee, OH


568,150



306,648


Dillards, JCPenney, Staybridge Suites


The Shops at La Cantera

San Antonio, TX


1,159,444



498,392


Dillards, Macys, Neiman Marcus, Nordstrom, Barnes
    and Nobles


Sikes Senter

Wichita Falls, TX


667,252



261,728


Dillards, JCPenney, Sears, Sikes Ten Theatres


Silver Lake Mall

Coeur D Alene, ID


324,818



108,454


JCPenney, Macys, Sears


1Sooner Mall

Norman, OK


508,872



168,800


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


South Street Seaport(2)

New York, NY


284,742



252,723


Bodies, The Exhibition


Southlake Mall

Morrow (Atlanta), GA


1,014,335



274,083


JCPenney, Macys, Sears


1Southland Center

Taylor, MI


904,048



276,011


Best Buy, JCPenney, Macys


1Southland Mall

Hayward, CA


1,264,840



524,576


JCPenney, Kohls (Macerich), Macys, Sears


Southshore Mall(2)

Aberdeen, WA


273,289



139,514


JCPenney, Sears


Southwest Plaza(2)

Littleton (Denver), CO


1,336,584



637,223


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


1Spokane Valley Mall(3)

Spokane, WA


726,706



307,622


JCPenney, Macys, Regal Act III, Sears


Spokane Valley Plaza(3)

Spokane, WA


132,048



132,048


Old Navy, Sportsmans Warehouse, T.J. Maxx


1Spring Hill Mall

West Dundee (Chicago), IL


1,363,202



630,407


Carson Pirie Scott, JCPenney, Kohls, Macys, Sears


1Staten Island Mall

Staten Island, NY


1,275,412



604,323


Macys, Macys Annex II, Macys Home Store,
    Sears, JCPenny, Babies R Us


 24




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##### Table of Contents



GLAMall and


Anchors/Significant

AnchorName of Center

Location(1)

Total


Freestanding


Tenants

VacanciesSteeplegate Mall

Concord, NH


479,417



223,070


The Bon Ton, JCPenney, Sears


Stonestown Galleria

San Francisco, CA


852,554



424,261


Macys, Nordstrom


The Streets at Southpoint

Durham, NC


1,304,601



578,254


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


Three Rivers Mall

Kelso, WA


425,470



232,237


JCPenney, Macys, Sears


1Town East Mall

Mesquite (Dallas), TX


1,260,852



451,466


Dillards, JCPenney, Macys, Sears


Tucson Mall(2)

Tucson, AZ


1,199,509



476,245


Dillards, JCPenney, Macerich (Md Realty I, Llc),
    Macys, Sears


Twin Falls Crossing

Twin Falls, ID


37,680



37,680


Kalik Investors


Tysons Galleria

Mclean (Washington, D.C.), VA


819,583



307,650


Macys, Neiman Marcus, Saks Fifth Avenue


University Crossing

Orem, UT


206,064



206,064


Barnes & Noble, Fred Meyer - Burlington Coat, Officemax,
    Pier 1 Imports, Sears


Valley Hills Mall

Hickory, NC


933,700



322,184


Belk, Dillards, JCPenney, Sears


Valley Plaza Mall

Bakersfield, CA


1,034,705



431,427


Gottschalks(5), JCPenney, Macys, Sears


The Village at Redlands

Redlands, CA


172,925



77,866


Gottschalks(5)


The Village of Cross Keys

Baltimore, MD


74,172



74,172


N/A


N/AVisalia Mall

Visalia, CA


439,824



182,824


Gottschalks(5), JCPenney


Vista Commons

Las Vegas, NV


98,730



98,730


N/A


N/AVista Ridge Mall

Lewisville (Dallas), TX


1,063,848



334,383


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


Ward Centers

Honolulu, HI


731,350



688,689


Sports Authority


Washington Park Mall

Bartlesville, OK


357,155



162,859


Dillards, JCPenney, Sears


West Oaks Mall

Ocoee (Orlando), FL


1,059,023



358,267


AMC Theatres, Dillards, JCPenney, Sears


1West Valley Mall

Tracy (San Francisco), CA


883,869



486,960


Gottschalks(5), JCPenney, Movies 14, Sears, Target


Westlake Center

Seattle, WA


96,553



96,553


N/A


N/AWestwood Mall

Jackson, MI


507,859



136,171


Elder-Beerman, JCPenney, Wal-Mart


White Marsh Mall

Baltimore, MD


1,165,818



386,174


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


1White Mountain Mall

Rock Springs, WY


302,119



124,991


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


Willowbrook

Wayne, NJ


1,507,519



479,519


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


Woodbridge Center

Woodbridge, NJ


1,647,861



562,826


Dicks Sporting Goods, Fortunoff (5) , JCPenney, Lord
    & Taylor, Macys, Sears


The Woodlands Mall

Woodlands (Houston), TX


1,348,929



503,700


Dillards, JCPenney, Macys, Macys Children
    Store, Sears, The Woodlands Childrens Museum


Woodlands Village

Flaggstaff, AZ


91,810



91,810





Yellowstone Square

Idaho Falls, ID


221,937



221,937


D.A.R.E, Yellowstone Warehouse


1137,736,664



58,350,222





65     (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. 25




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##### Table of Contents



(4)
    
    This property was sold on February 4, 2009.(5)
    
    Occupancy beyond 12/31/2008 is uncertain due to pending
    bankruptcy.  Unconsolidated
    Retail Properties
  GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesAlderwood

Lynnwood (Seattle), WA


50.5
%


1,273,384



502,833


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


Altamonte Mall

Altamonte Springs (Orlando), FL


50



1,151,965



473,417


Dillards, JCPenney, Macys, Sears


Arrowhead Towne Center

Glendale, AZ


33.33



1,205,814



351,277


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


Bangu Shopping

Rio de Janeiro, Rio de Janeiro (Brazil)


34



473,461



322,788


Leader Magazine,  C&A, Lojas Americanas, Kalunga,  Leroy
    Merlin


Bridgewater Commons

Bridgewater, NJ


35



984,135



448,246


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


Carioca Shopping

Rio de Janeiro, Rio de Janeiro (Brazil)


20



235,427



126,665


Leader Magazine, Marisa, Lojas Americanas, Casa E Video,
    Cinemark, Extra, C&A


Carolina Place

Pineville (Charlotte), NC


50.5



1,162,215



357,299


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


Caxias Shopping

Rio de Janeiro, Rio de Janeiro (Brazil)


20



275,571



158,975


C & C, Riachuelo, C & A, Renner


Center Point Plaza

Las Vegas, NV


50



144,635



70,299


Albertsons, Beauty Center Salon Super Store


Christiana Mall

Newark, DE


50



908,909



312,480


Barnes & Noble, JCPenney, Macys, Target


Clackamas Town Center

Happy Valley, OR


50



1,347,043



469,498


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


Espark Mall

Eskisehir, Turkey


50



467,600



342,299


Mars Sinema Tur. Ve Sportif Tesisler Işletmeciliği
    A.Ş., Migros Turk T.A.Ş., Ms Istanbul Yönetim
    Hizmetleri Ltd Sti


First Colony Mall

Sugar Land, TX


50



1,116,756



497,708


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


Florence Mall

Florence (Cincinnati, OH), KY


50



958,437



406,030


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


Galleria at Tyler(2)

Riverside, CA


50



1,173,169



551,461


JCPenney, Macys, Nordstrom


1Glendale Galleria(2)

Glendale, CA


50



1,319,045



514,807


JCPenney, Macys, Nordstrom, Target


1Highland Mall(2)

Austin, TX


50



1,116,890



398,149


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


Kenwood Towne Centre(2)

Cincinnati, OH


50



997,672



494,187


Dillards, Macys


Lake Mead & Buffalo Partners Village Center

Las Vegas, NV


50



150,948



73,583


.99 Cent Store, Vons


Mizner Park(2)

Boca Raton, FL


50



271,474



160,652


Mizner Park Cinema, Liberties Bookstore, Zed 451, Robb &
    Stucky


Montclair Plaza

Montclair (San Bernadino), CA


50.5



1,346,330



548,753


JCPenney, Macys, Nordstrom, Sears, Circuit City (3) ,
    Ninety Nine Cent Only Store


3Natick Collection

Natick (Boston), MA


50



1,645,052



697,402


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


 26




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##### Table of Contents



GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesNeshaminy Mall

Bensalem, PA


50



1,019,623



291,563


AMC Theatres, Barnes & Noble, Boscovs, Macys,
    Sears


Northbrook Court

Northbrook (Chicago), IL


50.5



989,101



373,182


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


Oakbrook Center

Oak Brook (Chicago), IL


47.46



2,080,903



797,891


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


The Oaks Mall

Gainesville, FL


51



906,188



348,321


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


Otay Ranch Town Center

Chula Vista (San Diego), CA


50



636,516



496,516


Macys, Rei


Park Meadows

Lone Tree, CO


35



1,553,476



619,506


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


Perimeter Mall

Atlanta, GA


50



1,568,956



515,682


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


Pinnacle Hills Promenade

Rogers, AR


50



806,261



499,360


Bed Bath & Beyond, Gordmans, Petsmart, T.J. Maxx,
    Dillards, JCPenney, Malco Theatre


3Quail Springs Mall

Oklahoma City, OK


50



1,139,472



354,672


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


Riverchase Galleria

Hoover (Birmingham), AL


50



1,561,233



512,326


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


3Santana Parque Shopping

Sao Paulo, Sao Paulo (Brazil)


25



285,667



208,205


Lojas Americanas,  Casas Bahia,  C&A,  Renner, Ponto Frio,
    Uci


The Shoppes at River Crossing

Macon, GA


50



635,403



302,184


Belk, Circuit City (5) , Dicks Sporting Goods,
    Dillards, DSW Shoe Warehouse, Ulta


Shopping Grande Rio

Rio de Janeiro, Rio de Janeiro (Brazil)


12



330,353



231,102


Leader Magazine, Lojas Americanas, Renner, C&A,
    Casa&Video, Casa Show, Extra


Shopping Iguatemi Salvador

Salvador, Bahia (Brazil)


15



604,037



465,875


Lojas Americanas,  Renner, Riachuelo,  C&A,  C&A
    Modas,  Riachuelo Ii


Shopping Iguatemi

Campina Grande, Paraiba (Brazil)


15



186,796



59,583


Bompreco S/A,  Insinuante, Lojas Americanas, Marisa,  Riachuelo,
    Gamestation,  Cine Sercla


Shopping Leblon

Rio de Janeiro, Rio de Janeiro (Brazil)


21



246,870



181,004


Zara,  Livraria Da Travessa,  Renner,  Le Lis Blanc Deux,  Cinema


Shopping Santa Ursula

Ribeirão Preto, Brazil


18



258,797



144,996


Cia Express, Lojas Americanas, Riachuelo, Supermercados Gimenes


Shopping Taboao

Taboao da Serra, Sao Paulo (Brazil)


19



380,265



225,696


Lojas Americanas,  Marisa, Renner,  Riachuelo, Telha Norte,
    Besni,  C&A, Carrefour


Silver City Galleria

Taunton (Boston), MA


50



1,008,741



354,704


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


3Stonebriar Centre

Frisco (Dallas), TX


50



1,650,611



529,392


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


Supershopping Osasco

São Paulo, Brazil


15



188,035



130,444


Renner, Cinema Kinoplex


 27




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##### Table of Contents



GLAOwnership





Mall and




AnchorName of Center

Location(1)

Interest


Total


Freestanding


Anchors/Significant Tenants

VacanciesSuperstition Springs Center(2)

East Mesa (Phoenix), AZ


33.3



1,081,986



363,816


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


Towson Town Center

Towson, MD


35



1,008,024



553,954


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



580,568



205,405


Kalunga,  Leader,  Lojas Americanas,  Marisa E Familia,
    Renner,  Cine Via Parque,  Citibank Hall,  Casas Bahia,  Ponto
    Frio,  C&C Casa E Construção,  Casa E Vídeo


Village of Merrick Park(2)

Coral Gables, FL


40



722,702



392,702


Neiman Marcus, Nordstrom


Water Tower Place

Chicago, IL


51.65



667,139



290,281


American Girl, Forever 21, Macys


Westroads Mall

Omaha, NE


51



1,069,731



383,077


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


Whalers Village

Lahaina, HI


50



111,332



111,332


N/A


N/AWillowbrook Mall

Houston, TX


50



1,381,633



397,261


Dillards, JCPenney, Macys, Sears


44,561,011



18,710,985





14     (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)
    
    Occupancy beyond 12/31/2008 is uncertain due to pending
    bankruptcy.  Anchors
   28




---



##### 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



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


103



16,285



37



6,868



140



23,153Total Macys, Inc.


106



16,655



40



7,333



146



23,988Sears Holdings CorporationSears


114



16,168



15



2,603



129



18,771Kmart


1



88











1



88Total Sears Holdings Corporation


115



16,256



15



2,603



130



18,859Bon-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


3



209











3



209Younkers


9



1,010



1



173



10



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


20



2,131



1



173



21



2,304JCPenney Company, Inc.


111



12,767



20



3,042



131



15,809Dillards Inc.


67



10,885



16



2,987



83



13,872Nordstrom, Inc.


9



1,455



13



2,185



22



3,640Target Corporation


16



1,903



2



370



18



2,273Belk, Inc.


13



1,596



5



595



18



2,191NRDC Equity Partners Fund III (d.b.a. Lord &
    Taylor)


5



643



4



471



9



1,114The Neiman Marcus Group, Inc.


3



460



5



590



8



1,050American Multi-Cinema, Inc.


8



641



5



395



13



1,036Dicks Sporting Goods, Inc.


9



662



5



346



14



1,008Others


134



8,193



30



1,262



164



9,455Grand Total


616



74,247



161



22,352



777



96,599  29




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##### Table of Contents



Lease
    Expirations
    % of TotalTotal Minimum


Minimum Rent


Number of


Total AreaYear

Total Minimum Rent


Rent Expiring


Expiring


Leases Expiring


Expiring(In thousands)


(In thousands)








(Square feet in thousands)2009

$
1,628,247


$
62,611



3.8
%


1,695



6,2772010


1,508,646



71,121



4.7
%


2,021



7,7992011


1,350,294



68,695



5.1
%


1,708



8,4222012


1,178,001



70,392



6.0
%


1,782



9,0072013


1,025,863



55,796



5.4
%


1,436



6,198Subsequent

$
3,570,509


$
3,570,509



100.0
%


6,118



40,491   Non-Retail
    Properties
    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Stock PriceQuarter Ended

High


Low2008December 31

$
15.00


$
0.24September 30


35.17



13.37June 30


44.23



34.75March 31


42.31



30.202007December 31

$
57.84


$
39.31September 30


55.20



42.40June 30


65.89



51.36March 31


67.43



51.16  30




---



##### Table of Contents



RecordDeclaration Date

Date

Payment Date

Amount2008July 7

July 17

July 31


.50April 4

April 16

April 30


.50January 7

January 17

January 31


.502007October 4

October 17

October 31


.50July 5

July 17

July 31


.45April 4

April 13

April 28


.45January 6

January 17

January 31


.45        31




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##### Table of Contents



Item 6.
    Selected
    Financial Data    2008


2007


2006


2005


2004(In thousands, except per share amounts)Operating DataRevenues

$
3,361,525


$
3,261,801


$
3,256,283


$
3,072,704


$
1,799,881Depreciation and amortization


(759,930
)


(670,454
)


(690,194
)


(672,914
)


(364,854
)Other operating expenses


(1,373,024
)


(1,513,486
)


(1,377,637
)


(1,340,806
)


(693,735
)Interest expense, net


(1,296,299
)


(1,165,456
)


(1,105,852
)


(1,020,825
)


(468,958
)(Provision for) benefit from income taxes


(23,461
)


294,160



(98,984
)


(51,289
)


(2,383
)Minority interest


(9,145
)


(77,012
)


(37,761
)


(43,989
)


(105,274
)Equity in income of unconsolidated affiliates


80,594



158,401



114,241



120,986



88,191(Loss) income from continuing operations


(19,740
)


287,954



60,096



63,867



252,868Income (loss) from discontinued operations, net


46,000







(823
)


11,686



14,984Net income available to common stockholders

$
26,260


$
287,954


$
59,273


$
75,553


$
267,852Basic earnings per share:Continuing operations

$
(0.08
)

$
1.18


$
0.25


$
0.27


$
1.15Discontinued operations


0.18











0.05



0.07Total basic earnings per share

$
0.10


$
1.18


$
0.25


$
0.32


$
1.22Diluted earnings per share:Continuing operations

$
(0.08
)

$
1.18


$
0.24


$
0.27


$
1.15Discontinued operations


0.18











0.05



0.06Total diluted earnings per share

$
0.10


$
1.18


$
0.24


$
0.32


$
1.21Distributions declared per share

$
1.50


$
1.85


$
1.68


$
1.49


$
1.26Balance sheet DataInvestment in real estate assets  cost

$
31,733,578


$
30,449,086


$
26,160,637


$
25,404,891


$
25,254,333Total assets


29,557,330



28,814,319



25,241,445



25,307,019



25,718,625Total debt


24,853,313



24,282,139



20,521,967



20,418,875



20,310,947Preferred minority interests


121,232



121,482



182,828



205,944



403,161Common minority interests


387,616



351,362



347,753



430,292



551,282Stockholders equity


1,754,748



1,456,696



1,664,097



1,932,918



2,143,150 32




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##### Table of Contents



2008


2007


2006


2005


2004(In thousands, except per share amounts)Cash Flow DataOperating activities

$
556,441


$
707,416


$
816,351


$
841,978


$
719,376Investing activities


(1,208,990
)


(1,780,932
)


(210,400
)


(154,197
)


(9,020,815
)Financing activities


722,008



1,075,911



(611,603
)


(624,571
)


8,330,343Funds From Operations(1)Operating Partnership

$
858,863


$
1,100,808


$
902,361


$
891,696


$
766,164Less: Allocation to Operating Partnership unitholders


(141,132
)


(193,798
)


(161,795
)


(165,205
)


(154,347
)GGP stockholders

$
717,731


$
907,010


$
740,566


$
726,491


$
611,817     (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
       33




---



##### Table of Contents



Reconciliation
    of FFO to Net Income Available to Common Stockholders
  2008


2007


2006


2005


2004(In thousands)FFO:General Growth stockholders

$
717,731


$
907,010


$
740,566


$
726,491


$
611,817Operating Partnership unitholders


141,132



193,798



161,795



165,205



154,347Operating Partnership


858,863



1,100,808



902,361



891,696



766,164Depreciation and amortization of capitalized real estate costs


(885,814
)


(797,189
)


(835,656
)


(799,337
)


(440,108
)Minority interest in depreciation of Consolidated Properties and
    other


3,330



3,199



8,401



(10,712
)


(6,235
)Gains on dispositions from Unconsolidated Real Estate Affiliates






42,745











Minority interest to Operating Partnership unitholders


3,881



(61,609
)


(15,010
)


(17,780
)


(66,953
)(Loss) income from continuing operations


(19,740
)


287,954



60,096



63,867



252,868Income (loss) from discontinued operations, net of minority
    interest


46,000







(823
)


11,686



14,984Net income available to common stockholders

$
26,260


$
287,954


$
59,273


$
75,553


$
267,852   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview 
    Introduction
         34




---



##### Table of Contents



35




---



##### Table of Contents



trading-day trading-day
        Overview 
    Retail and Other Segment
    on-site
 36




---



##### 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


CompanyCenters


Centers


Portfolio(b)Operating Statistics(a)Space leased at centers not under redevelopment (as a %)


92.1
%


93.9
%


92.5
%Trailing 12 month total tenant sales per sq. ft.

$
423


$
489


$
438% change in total sales(c)


-3.8
%


-5.6
%


-4.2
%% change in comparable sales(c)


-3.4
%


-5.9
%


-3.8
%Mall and Freestanding GLA excluding space under redevelopment
    (in sq. ft.)


50,465,473



14,122,596



64,588,069Certain Financial InformationAverage annualized in place sum of rent and recoverable

$
46.31


$
56.44common area costs per sq. ft.(d)(e)Average sum of rent and recoverable common area costs per sq.
    ft. for new/renewal leases (excludes current year
    acquisitions)(d)(e)

$
38.92


$
56.02Average sum of rent and recoverable common area costs per sq.
    ft. for leases expiring in current year (excludes current year
    acquisitions)(d)(e)

$
33.68


$
47.51     (a)
    
    Data is for 100% of the mall and freestanding GLA in each
    portfolio, including those properties that are owned in part by
    Unconsolidated Real Estate Affiliates. Data excludes properties
    at which significant physical or merchandising changes have been
    made and miscellaneous (non-retail) properties.(b)
    
    Data presented in the column Company Retail
    Portfolio are weighted average amounts.(c)
    
    2007 data previously reported one month behind the reporting
    date due to tenant reporting timelines, but has been adjusted in
    2008 for comparability.(d)
    
    Represents the sum of rent and recoverable common area costs.(e)
    
    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. 37




---



##### Table of Contents



Redevelopment:
  
    Christiana Mall (50% owned) in Newark, Delaware
    Fashion Place in Murray, Utah
    Saint Louis Galleria in Saint Louis, Missouri
    Tucson Mall in Tucson, Arizona
    Ward Centers in Honolulu, Hawaii  ground-up.
    New:
  
    Natick (50% owned) streetscape and parking deck in Natick
    (Boston), Massachusetts
    Pinnacle Hills South (50% owned) in Rogers, Arkansas    Overview 
    Master Planned Communities Segment
     38




---



##### Table of Contents



Overview 
    Other
      and/or
  Seasonality
    Use of
    Estimates
   39




---



##### Table of Contents



Critical
    Accounting Policies
    Impairment
  Operating properties and properties under
    development
  Investment in Unconsolidated Real Estate
    Affiliates
  Goodwill
 40




---



##### Table of Contents



Recoverable amounts of receivables and deferred tax
    assets
  Capitalization of development and leasing
    costs
  Revenue recognition and related
    matters
     41




---



##### Table of Contents



Results
    of Operations
    Year
    Ended December 31, 2008 and 2007
  Retail
    and Other Segment
    $ Increase


% Increase2008


2007


(Decrease)


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

$
2,468,761


$
2,339,915


$
128,846



5.5
%Tenant recoveries


1,086,831



1,033,287



53,544



5.2Overage rents


82,343



101,229



(18,886
)


(18.7
)Other, including minority interest


174,241



198,794



(24,553
)


(12.4
)Total property revenues


3,812,176



3,673,225



138,951



3.8Property operating expenses:Real estate taxes


319,251



296,962



22,289



7.5Repairs and maintenance


271,787



257,095



14,692



5.7Marketing


51,927



66,897



(14,970
)


(22.4
)Other property operating costs


560,038



568,444



(8,406
)


(1.5
)Provision for doubtful accounts


21,315



7,404



13,911



187.9Total property operating expenses


1,224,318



1,196,802



27,516



2.3Retail and other net operating income

$
2,587,858


$
2,476,423


$
111,435



4.5
%      42




---



##### Table of Contents



Master
    Planned Communities Segment
  $ Increase


% Increase2008


2007


(Decrease)


(Decrease)(In thousands)Land sales

$
138,746


$
230,666


$
(91,920
)


(39.8
)%Land sales operations


(109,752
)


(174,521
)


(64,769
)


(37.1
)Master Planned Communities net operating income before provision
    for impairment


28,994



56,145



(27,151
)


(48.4
)Provision for impairment


(40,346
)


(127,600
)


(87,254
)


(68.4
)Master Planned Communities net operating loss

$
(11,352
)

$
(71,455
)

$
60,103



84.1
%      43




---



##### Table of Contents



Certain
    Significant Consolidated Revenues and Expenses
  $ Increase


% Increase2008


2007


(Decrease)


(Decrease)(In thousands)Tenant rents

$
3,085,972


$
2,882,491


$
203,481



7.1
%Land sales


66,557



145,649



(79,092
)


(54.3
)Property operating expenses


1,007,407



941,405



66,002



7.0Land sales operations


63,441



116,708



(53,267
)


(45.6
)Management and other fees


85,773



106,584



(20,811
)


(19.5
)Property management and other costs


184,738



198,610



(13,872
)


(7.0
)General and administrative


57,972



37,005



20,967



56.7Provisions for impairment


116,611



130,533



(13,922
)


(10.7
)Litigation (benefit) provision


(57,145
)


89,225



(146,370
)


(164.0
)Depreciation and amortization


759,930



670,454



89,476



13.3Interest expense


1,299,496



1,174,097



125,399



10.7Provision for (benefit from) income taxes


23,461



(294,160
)


317,621



(108.0
)Equity in income of Unconsolidated Real Estate Affiliates


80,594



158,401



(77,807
)


(49.1
)Discontinued operations gain on dispositions


46,000







46,000



100.0              44




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##### Table of Contents



and/or
       45




---



##### 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, including minority interest


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


568,444



522,716



45,728



8.7Provision for doubtful accounts


7,404



22,871



(15,467
)


(67.6
)Total property operating expenses


1,196,802



1,127,624



69,178



6.1Retail and other net operating income

$
2,476,423


$
2,295,279


$
181,144



7.9
%                46




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##### 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
)Master Planned Communities net operating income before provision
    for impairment


56,145



129,987



(73,842
)


(56.8
)Provision for impairment


(127,600
)






127,600



100.0Master Planned Communities net operating (loss) income

$
(71,455
)

$
129,987


$
201,442



(155.0
)%       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


941,405



857,037



84,368



9.8Land sales operations


116,708



316,453



(199,745
)


(63.1
)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



96.8Provisions for impairment


130,533



4,314



126,219



2,925.8Litigation 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



38.7Discontinued operations loss on dispositions






(823
)


823



100.0          47




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##### Table of Contents



Liquidity
    and Capital Resources
  Debt
    Financings
      December 31,2008


2007


2006(In millions)Consolidated:Fixed-rate debt

$
20,412


$
21,035


$
17,838Variable-rate debt:Corporate and other unsecured


2,784



2,523



2,491Other variable-rate debt


1,657



724



193Total variable-rate debt


4,441



3,247



2,684Total consolidated

$
24,853


$
24,282


$
20,522Weighted-average interest rate (exluding deferred finance costs)


5.36
%


5.55
%


5.70
%Unconsolidated:Fixed-rate debt

$
2,849


$
2,750


$
3,588Variable-rate debt


315



299



296Total Unconsolidated Real Estate Affiliates

$
3,164


$
3,049


$
3,884Weighted-average interest rate (exluding deferred finance costs)


5.70
%


5.74
%


5.66
%  48




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##### Table of Contents




    The Fashion Show/Palazzo Loans which matured on
    November 28, 2008. Although we entered into forbearance
    agreements with respect to the Fashion Show/Palazzo Loans on
    December 16, 2008, these forbearance agreements expired on
    February 12, 2009.
    Our Second Amended and Restated Credit Agreement (the 2006
    Credit Facility). The 2006 Credit Facility provides for a
    $2.85 billion term loan (the Term Loan) and a
    $650 million revolving credit facility. As of
    December 31, 2008, $590 million was outstanding under
    the revolving credit facility, and no further amounts were
    available to be drawn.      
    A $1.51 billion loan secured by multiple properties
    pursuant to a loan agreement entered into in July 2008 (the
    Secured Portfolio Facility)(Note 6). Our
    failure to repay the Fashion Show/Palazzo Loans, together with
    certain other events, caused the lenders under the Secured
    Portfolio Facility to assert that we were in default under the
    agreement. Without acknowledging the existence or validity of
    the identified defaults, we entered into a forbearance agreement
    on December 18, 2008 (as amended and restated on
    January 30, 2009) with respect to the Secured
    Portfolio Facility pursuant to which the lenders agreed to
    forbear from exercising certain default related rights under the
    Secured Portfolio Facility until March 15, 2009, subject to
    certain conditions. The expiration of the forbearance agreements
    relating to the Fashion Show/Palazzo Loans permits the lenders
    to terminate the forbearance agreement related to the Secured
    Portfolio Facility. However, as of February 26, 2009, we have
    not received notice of any such termination, which is required
    under the terms of the forbearance agreement.
    Unsecured bonds issued by TRCLP of $395 million and
    $200 million maturing on March 15, 2009 and
    April 30, 2009, respectively. A default under certain of
    our debt would constitute a default under these and other
    unsecured bonds issued by TRCLP, which would permit the holders
    of such bonds to accelerate the maturity of such bonds. There
    are a total of $2.25 billion unsecured TRCLP bonds
    outstanding as of December 31, 2008.
    A short term secured loan of $225.0 million secured by 27
    properties which matured on February 1, 2009. We are in
    default under this loan as of February 26, 2009.
    An aggregate principal amount of $1.55 billion of 3.98%
    Exchangeable Senior Notes (the 3.98% Notes) due
    2027 issued by GGPLP pursuant to Rule 144A under the
    Securities Act of 1933 (Note 6).
    $200 million of trust preferred securities
    (TRUPS) issued by GGP Capital Trust I, a
    Delaware statutory trust (the Trust) and a
    wholly-owned subsidiary of GGPLP. The Trust also issued
    $6.2 million of Common Securities 49




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##### Table of Contents



to GGPLP. The Trust used the proceeds from the sale of the TRUPS
    and Common Securities to purchase $206.2 million of
    floating rate Junior Subordinated Notes of GGPLP due 2036. The
    TRUPS require distributions equal to LIBOR plus 1.45%.
    Distributions are cumulative and accrue from the date of
    original issuance. The TRUPS mature on April 30, 2036, but
    may be redeemed beginning on April 30, 2011 if the Trust
    exercises its right to redeem a like amount of the Junior
    Subordinated Notes. The Junior Subordinated Notes bear interest
    at LIBOR plus 1.45%.  
    Mortgage loans secured by single properties, with
    $1.44 billion and $3.85 billion of such loans maturing
    in 2009 and 2010, respectively. In addition, we are in default
    under the Chico Mall mortgage loan with an outstanding balance
    of approximately $57.3 million as of February 26, 2009.          Summary
    of Cash Flows
  Cash
    Flows from Operating Activities
         50




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##### Table of Contents



Cash
    Flows from Investing Activities
          New
    Developments
  Actual/Forecasted


Current


Forecasted Cost


ProjectedProperty

Description

Ownership %


Total Cost


Expenditures


to complete


Opening(In millions


(In millions


(In millionsat share)


at share)


at share)NatickNatick, MA

Addition of 59,000 square foot streetscape and parking deck


50
%

$
51.3


$
46.3



5.0



Q1 2009Nouvelle at Natick  luxury condominiums(a)


100
%


187.4



166.6



20.8



(b
)Pinnacle Hills South

Addition of Target


50
%


6.6



5.2



1.4



Q1 2009Rogers, AR$
245.3


$
218.1


$
27.2   Expansions
    and Redevelopments
  ForecastedForecasted


Current


Cost


ProjectedProperty

Description

Ownership %


Total Cost


Expenditures


to complete


Opening(In millions


(In millions


(In millionsat share)


at share)


at share)Christiana MallNewark, DE

Nordstrom and lifestyle center expansion


50
%

$
92.1


$
44.3


$
47.8



Q4 2009Fashion PlaceMurray, UT

Nordstrom, mall shop and streetscape GLA expansion, and interior
    mall renovation


100
%


129.8



54.8



75.0



Q4 2011Saint Louis GalleriaSaint Louis, MO

Addition of Nordstrom and mall shop GLA


100
%


56.1



21.6



34.5



Q4 2011Tucson Mall

Lifestyle expansion


100
%


65.1



34.2



30.9



Q2 2009Tucson, AZWard CentersHonolulu, HI

Addition of Whole Foods, parking structure and
    other retail space


100
%


147.5



110.9



36.6



Q1 2010$
490.6


$
265.8


$
224.8  51




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##### Table of Contents



(a)
    
    Excluding the provision for impairment recorded in September
    2008 of approximately $40.3 million.(b)
    
    Anticipated sales period Q1 2009  Q3 2012.      Cash
    Flows from Financing Activities
           52




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##### Table of Contents



Contractual
    Cash Obligations and Commitments
    Subsequent /2009


2010


2011


2012


2013


Other(6)


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

$
3,471,806


$
6,531,535


$
4,701,424


$
2,224,792


$
4,324,592


$
3,549,664


$
24,803,813Interest payments(2)


1,100,772



918,781



709,779



490,519



415,334



897,665



4,532,850Retained debt-principal


2,606



119,694



775



37,742











160,817Ground lease payments(1)


9,093



8,986



8,497



8,464



8,506



338,689



382,235Committed real estate acquisition contracts and development
    costs(3)


174,229























174,229Purchase obligations(4)


257,178























257,178FIN 48 obligations, including interest


43,897



















90,749



134,646Other long-term liabilities(5)


























Total

$
5,059,581


$
7,578,996


$
5,420,475


$
2,761,517


$
4,748,432


$
4,876,767


$
30,445,768     (1)
    
    Excludes non-cash purchase accounting adjustments of
    $49.5 million related to long-term debt and
    $231.2 million related to ground lease payments.(2)
    
    Based on rates as of December 31, 2008. Variable rates are
    based on a LIBOR rate of 0.44%.(3)
    
    Reflects $174.2 million estimate of additional purchase
    price of the Palazzo (Note 14).(4)
    
    Reflects accrued and incurred construction costs payable.
    Routine trade payables have been excluded. We expect development
    and redevelopment expenditures of $430.1 million from 2009
    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 $274.3 million in 2008, $246.5 million in 2007 and
    $218.5 million in 2006.(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
     53




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##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    REIT
    Requirements
    Recently
    Issued Accounting Pronouncements and Developments
    Inflation
  and/or
   54




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##### 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:
 55




---



##### 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         56




---



##### 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,
 57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
  Accounting for Uncertainty in Income Taxes
    
 58




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    www.ggp.com
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   59




---



##### 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)


6,946,432


$
40.31



7,378,203
(2)Equity compensation plans not approved by security holders(3)


N/A



N/A



1,285,082Total


6,946,432


$
40.31



8,663,285     (1)
    
    Includes shares of common stock under the 1993 Stock Incentive
    Plan (which terminated on April 4, 2003), the 1998
    Incentive Stock Plan (which terminated December 31,
    2008) and the 2003 Incentive Stock Plan.(2)
    
    Includes 3,822,567 shares of common stock available for
    issuance under the 2003 Incentive Stock Plan.(3)
    
    Represents shares of common stock under our Employee Stock
    Purchase Plan, which was adopted by the Board of Directors in
    November 1998. Under the Employee Stock Purchase Plan, eligible
    employees make payroll deductions over a six-month period, at
    which time the amounts withheld are used to purchase shares of
    common stock at a purchase price equal to 85% of the lesser of
    the closing price of a share of common stock on the first or
    last trading day of the purchase period. Purchases of common
    stock under the Employee Stock Purchase Plan are made on the
    first business day of the next month after the close of the
    purchase period. In December 2008, the Board of Directors
    determined that no shares will be made available for purchase
    under the ESPP with respect to the July-December 2008 offering
    period and January-June 2009 offering period.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Governance-Director
  Item 14.
    Principal
    Accounting Fees And Services   60




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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.
   61




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##### Table of Contents



SIGNATURES    General Growth
    Properties, Inc.
  Adam
    Metz
   Chief Executive Officer
      Signature

Title

Date/s/  John
    BucksbaumJohn
    Bucksbaum

Director and Chairman of the Board

February 26, 2009/s/  Adam
    MetzAdam
    Metz

Director and Chief Executive Officer (Principal Executive
    Officer)

February 26, 2009/s/  Thomas
    Nolan, Jr.Thomas
    Nolan, Jr.

Director and President

February 26, 2009/s/  Edmund
    HoytEdmund
    Hoyt

Senior Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

February 26, 2009/s/  Alan
    CohenAlan
    Cohen

Director

February 26, 2009/s/  Anthony
    DownsAnthony
    Downs

Director

February 26, 2009/s/  John
    RiordanJohn
    Riordan

Director

February 26, 2009/s/  Beth
    StewartBeth
    Stewart

Director

February 26, 2009  62




---



##### 



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-4GGP/Homart II, L.L.C.


F-5GGP-TRS, L.L.C.


F-6Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-7Consolidated Statements of Income and
    Comprehensive Income for the years ended December 31, 2008,
    2007 and 2006


F-8Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008, 2007 and
    2006


F-9Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-10Notes to Consolidated Financial Statements:Note 1


Organization


F-11Note 2


Summary of Significant Accounting Policies


F-15Note 3


Acquisitions and Intangibles


F-25Note 4


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


F-27Note 5


Unconsolidated Real Estate Affiliates


F-28Note 6


Mortgages, Notes and Loans Payable


F-40Note 7


Income Taxes


F-44Note 8


Rentals under Operating Leases


F-48Note 9


Transactions with Affiliates


F-48Note 10


Stock-Based Compensation Plans


F-48Note 11


Other Assets and Liabilities


F-53Note 12


Minority Interests


F-54Note 13


Accumulated Other Comprehensive (Loss) Income


F-55Note 14


Commitments and Contingencies


F-56Note 15


Recently Issued Accounting Pronouncements


F-58Note 16


Segments


F-59Note 17


Quarterly Financial Information (Unaudited)


F-64Consolidated Financial Statement ScheduleReport of Independent Registered Public
    Accounting Firm


F-66Schedule III  Real Estate and
    Accumulated Depreciation


F-67     F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   General Growth Properties, Inc.
         Accounting for Uncertainty in Income Taxes
   F-2




---



##### Table of Contents



Internal Control  Integrated Framework
  
    F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   GGP/Homart, Inc.:
        
    F-4




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   GGP/Homart II, L.L.C.:
        
  
 F-5




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   GGP  TRS, L.L.C.:
             F-6




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(Dollars in thousands)AssetsInvestment in real estate:Land

$
3,354,480


$
3,310,634Buildings and equipment


23,609,132



22,653,814Less accumulated depreciation


(4,240,222
)


(3,605,199
)Developments in progress


1,076,675



987,936Net property and equipment


23,800,065



23,347,185Investment in and loans to/from Unconsolidated Real Estate
    Affiliates


1,869,929



1,857,330Investment land and land held for development and sale


1,823,362



1,639,372Net investment in real estate


27,493,356



26,843,887Cash and cash equivalents


168,993



99,534Accounts and notes receivable, net


385,334



388,278Goodwill


340,291



385,683Deferred expenses, net


333,901



290,660Prepaid expenses and other assets


835,455



806,277Total assets

$
29,557,330


$
28,814,319Liabilities and Stockholders EquityMortgages, notes and loans payable

$
24,853,313


$
24,282,139Investment in and loans to/from Unconsolidated Real Estate
    Affiliates


32,294



53,964Deferred tax liabilities


868,978



860,435Accounts payable, accrued expenses and other liabilities


1,539,149



1,688,241Total liabilities


27,293,734



26,884,779Minority interests:Preferred


121,232



121,482Common


387,616



351,362Total minority interests


508,848



472,844Commitments 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, 270,353,677 and 245,704,746 shares issued as of
    December 31, 2008 and 2007, respectively


2,704



2,457Additional paid-in capital


3,337,657



2,601,296Retained earnings (accumulated deficit)


(1,452,733
)


(1,087,080
)Accumulated other comprehensive (loss) income


(56,128
)


35,658Less common stock in treasury, at cost, 1,449,939 and
    1,806,650 shares as of December 31, 2008 and 2007,
    respectively


(76,752
)


(95,635
)Total stockholders equity


1,754,748



1,456,696Total liabilities and stockholders equity

$
29,557,330


$
28,814,319    F-7




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
  Years Ended December 31,2008


2007


2006(Dollars in thousands, except for per share amounts)Revenues:Minimum rents

$
2,085,758


$
1,933,674


$
1,753,508Tenant recoveries


927,332



859,801



773,034Overage rents


72,882



89,016



75,945Land sales


66,557



145,649



423,183Management and other fees


85,773



106,584



115,798Other


123,223



127,077



114,815Total revenues


3,361,525



3,261,801



3,256,283Expenses:Real estate taxes


274,317



246,484



218,549Repairs and maintenance


234,987



216,536



199,078Marketing


43,426



54,664



48,626Other property operating costs


436,804



418,295



368,706Land sales operations


63,441



116,708



316,453Provision for doubtful accounts


17,873



5,426



22,078Property management and other costs


184,738



198,610



181,033General and administrative


57,972



37,005



18,800Provisions for impairment


116,611



130,533



4,314Litigation (recovery) provision


(57,145
)


89,225



Depreciation and amortization


759,930



670,454



690,194Total expenses


2,132,954



2,183,940



2,067,831Operating income


1,228,571



1,077,861



1,188,452Interest income


3,197



8,641



11,585Interest expense


(1,299,496
)


(1,174,097
)


(1,117,437
)(Loss) income before income taxes, minority interest and equity
    in income of Unconsolidated Real Estate Affiliates


(67,728
)


(87,595
)


82,600(Provision for) benefit from income taxes


(23,461
)


294,160



(98,984
)Minority interest


(9,145
)


(77,012
)


(37,761
)Equity in income of Unconsolidated Real Estate Affiliates


80,594



158,401



114,241(Loss) income from continuing operations


(19,740
)


287,954



60,096Discontinued operations, net of minority interests - gain (loss)
    on dispositions


46,000







(823
)Net income

$
26,260


$
287,954


$
59,273Basic Earnings Per ShareContinuing operations

$
(0.08
)

$
1.18


$
0.25Discontinued operations


0.18







Total basic earnings per share

$
0.10


$
1.18


$
0.25Diluted Earnings Per ShareContinuing operations

$
(0.08
)

$
1.18


$
0.24Discontinued operations


0.18







Total diluted earnings per share

$
0.10


$
1.18


$
0.24Comprehensive Income, Net:Net income

$
26,260


$
287,954


$
59,273Other comprehensive income, net of minority interest:Net unrealized losses on financial instruments


(26,994
)


(2,295
)


(3,316
)Accrued pension adjustment


(1,648
)


243



(2
)Foreign currency translation


(63,003
)


28,131



2,728Unrealized losses on available-for-sale securities


(141
)


(3
)


(282
)Total other comprehensive (loss) income, net of minority interest


(91,786
)


26,076



(872
)Comprehensive (loss) income, net

$
(65,526
)

$
314,030


$
58,401    F-8




---



##### Table of Contents





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


AccumulatedAdditional


Earnings


Other





TotalCommon


Paid-In


(Accumulated


Comprehensive


Treasury


StockholdersStock


Capital


Deficit)


Income (Loss)


Stock


Equity(Dollars in thousands)Balance, January 1, 2006

$
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 loss














(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
)

$
1,456,696Net income










26,260











26,260Cash distributions declared ($1.50 per share)










(389,481
)










(389,481
)Conversion of operating partnership units to common stock
    (1,178,142 common shares)


12



9,135















9,147Conversion of convertible preferred units to common stock
    (15,000 common shares)






250















250Issuance of common stock (23,128,356 common shares) (50 treasury
    shares)


232



830,053











3



830,288Tax expense from stock option exercises






(2,675
)














(2,675
)Shares issued pursuant to CSA (356,661 treasury shares)






(914
)


(2,432
)






18,880



15,534Restricted stock grant, net of compensation expense (327,433
    common shares)


3



4,485















4,488Officer loan compensation expense






15,372















15,372Other comprehensive loss














(91,786
)






(91,786
)Adjustment for minority interest in operating partnership






(119,345
)














(119,345
)Balance, December 31, 2008

$
2,704


$
3,337,657


$
(1,452,733
)

$
(56,128
)

$
(76,752
)

$
1,754,748    F-9




---



##### Table of Contents





GENERAL
    GROWTH PROPERTIES, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS  Years Ended December 31,2008


2007


2006(In thousands)Cash Flows from Operating Activities:Net income

$
26,260


$
287,954


$
59,273Adjustments to reconcile net income to net cash provided by
    operating activities:Minority interests


9,145



77,012



37,761Equity in income of Unconsolidated Real Estate Affiliates


(80,594
)


(158,401
)


(114,241
)Provision for doubtful accounts


17,873



5,426



22,078Distributions received from Unconsolidated Real Estate Affiliates


68,240



124,481



111,864Depreciation


712,522



635,873



663,523Amortization


47,408



34,581



26,671Amortization of debt market rate adjustment and other non-cash
    interest expense


28,410



(11,073
)


(13,570
)Gains on dispositions, net of minority interest


(46,000
)






Provisions for impairment


116,611



130,533



4,314Participation expense pursuant to Contingent Stock Agreement


2,849



31,884



110,740Land/residential development and acquisitions expenditures


(166,141
)


(243,323
)


(200,367
)Cost of land sales


24,516



48,794



175,184Deferred income taxes including tax restructuring benefit


(4,144
)


(368,136
)


58,252Straight-line rent amortization


(27,827
)


(24,334
)


(34,176
)Amortization of intangibles other than in-place leases


(5,691
)


(20,945
)


(41,668
)Glendale Matter deposit


(67,054
)






Net changes:Accounts and notes receivable


12,702



(21,868
)


(23,091
)Prepaid expenses and other assets


26,845



53,819



28,165Deferred expenses


(62,945
)


(37,878
)


(46,741
)Accounts payable and accrued expenses


(94,188
)


135,980



(30,733
)Other, net


17,644



27,037



23,113Net cash provided by operating activities


556,441



707,416



816,351Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(1,187,551
)


(1,495,334
)


(699,403
)Proceeds from sales of investment properties


72,958



3,252



23,117Increase in investments in Unconsolidated Real Estate Affiliates


(227,821
)


(441,438
)


(285,747
)Distributions received from Unconsolidated Real Estate
    Affiliates in excess of income


110,533



303,265



627,869Loans (to) from Unconsolidated Real Estate Affiliates, net


15,028



(161,892
)


67,821(Increase) decrease in restricted cash


(12,419
)


(11,590
)


12,017Other, net


20,282



22,805



43,926Net cash used in investing activities


(1,208,990
)


(1,780,932
)


(210,400
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable


3,732,716



4,456,863



9,366,183Principal payments on mortgages, notes and loans payable


(3,314,039
)


(2,692,907
)


(9,383,378
)Deferred financing costs


(63,236
)


(28,422
)


(38,916
)Cash distributions paid to common stockholders


(389,528
)


(450,854
)


(403,831
)Cash distributions paid to holders of Common Units


(78,255
)


(96,978
)


(88,992
)Cash distributions paid to holders of perpetual and convertible
    preferred units


(8,812
)


(13,873
)


(17,546
)Proceeds from issuance of common stock, including from common
    stock plans


829,291



60,625



49,267Redemption of minority interests  preferred






(60,000
)


Purchase of treasury stock






(95,648
)


(85,925
)Other, net


13,871



(2,895
)


(8,465
)Net cash provided by (used in) financing activities


722,008



1,075,911



(611,603
)Net change in cash and cash equivalents


69,459



2,395



(5,652
)Cash and cash equivalents at beginning of period


99,534



97,139



102,791Cash and cash equivalents at end of period

$
168,993


$
99,534


$
97,139Supplemental Disclosure of Cash Flow Information:Interest paid

$
1,342,659


$
1,272,823


$
1,170,929Interest capitalized


66,244



86,606



58,019Taxes paid


43,835



96,133



34,743Non-Cash Transactions:Common stock issued in exchange for Operating Partnership Units

$
9,147


$
7,695


$
5,792Common stock issued in exchange for convertible preferred units


250



488



10,026Common stock issued pursuant to Contingent Stock Agreement


15,533



36,671



81,731Change in accrued capital expenditures included in accounts
    payable and accrued expenses


67,339



24,914



105,423Non-cash portion of the acquisition of The Shoppes at The
    Palazzo in 2008


178,815







Assumption of debt by purchaser in conjunction with sale of
    office buildings in 2008


84,000







Acquisition of joint venture partner share of GGP/Homart, Inc.
    in 2007 and GGP Ivanhoe IV, Inc. in 2006, respectively:Total assets






3,331,032



169,415Total liabilities






2,381,942



169,415    F-10




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1
    Organization  General
      84
%

GGP, as sole general partner14


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
%     *
    
    Substantially converted to GGP Common Stock on January 2,
    2009 as described below.      
    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.
    In addition, GGMI also performs tenant related marketing and
    strategic partnership services at all of our Consolidated
    Properties.   F-11




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Liquidity
             F-12




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                  and/or
 F-13




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Shareholder
    Rights Plan
    Common
    Stock Sale
    Litigation
    Provision Settlement
     F-14




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 2
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Properties
       F-15




---



##### Table of Contents



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


40-45Equipment, tenant improvements and fixtures


5-10   Impairment
  Operating
    properties and properties under development
           F-16




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investment
    in Unconsolidated Real Estate Affiliates
    Goodwill
    General
   F-17




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Acquisitions
    of Operating Properties
      Investments
    in Unconsolidated Real Estate Affiliates
        Cash
    and Cash Equivalents
    Leases
    Deferred
    Expenses
   F-18




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Minority
    Interests  Common (Notes 1 and 12)
    one-for-one
    Treasury
    Stock
    Revenue
    Recognition and Related Matters
   F-19




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 F-20




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes (Note 7)
        Earnings
    Per Share (EPS)
     F-21




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Basic


Diluted


Basic


Diluted


Basic


Diluted(In thousands)Numerators:(Loss) income from continuing operations

$
(19,740
)


(19,740
)

$
287,954


$
287,954


$
60,096


$
60,096Discontinued operations, net of minority interests


46,000



46,000











(823
)


(823
)Net income available to common stockholders

$
26,260


$
26,260


$
287,954


$
287,954


$
59,273


$
59,273Denominators:Weighted average number of common shares outstanding 
    basic


262,195



262,195



243,992



243,992



241,222



241,222Effect of dilutive securities  stock options














546







832Weighted average number of common shares outstanding 
    diluted


262,195



262,195



243,992



244,538



241,222



242,054   Derivative
    Financial Instruments
  and/or
         F-22




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investments
    in Marketable Securities
    2008


2007


2006(In thousands)Proceeds from sales of available-for-sale securities

$
3,362


$
3,720


$
4,982Gross realized (losses) gains on available-for-sale securities


(426
)


643



578   Fair
    Value
    Measurements
    Total Fair Value


Quoted Prices inMeasurement


Active Markets for


Significant Other


SignificantDecember 31,


Identical Assets


Observable Inputs


Unobservable Inputs2008


(Level 1)


(Level 2)


(Level 3)(In thousands)Liabilities:Derivative Liabilities(1)

$
(27,715
)

$



$



$
(27,715
)Total Liabilities

$
(27,715
)

$



$



$
(27,715
)     (1)
    
    The Credit valuation adjustment (CVA) is one
    component in the overall valuation of derivative instruments.
    The CVA is calculated using credit spreads that are generally
    unobservable in the market place (Level 3 inputs). As in
    the case of the derivative instruments mentioned above, the CVA
    was deemed to be a significant component of the valuation,
    therefore the entire balance of the derivative is classified as
    Level 3.  Using SignificantUnobservableInputs (Level 3)Liabilities(In thousands)Balance at January 1, 2008

$
(3
)Included in other comprehensive income


(26,599
)Purchases, issuances and settlements


(1,113
)Balance at December 31, 2008

$
(27,715
)  F-23




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
    2008


2007Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair Value(In millions)Fixed-rate debt

$
19,337


$
16,601


$
20,840


$
20,596Variable-rate debt


5,516



4,867



3,442



3,361$
24,853


$
21,468


$
24,282


$
23,957   Stock 
    Based Compensation Expense
      Officer
    Loans
   F-24




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Translation
    Use of
    Estimates
    Reclassifications
    Note 3
    Acquisitions
    and Intangibles  Acquisitions
      (In thousands)Cash paid

$
949,090Debt assumed


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


255,738Total purchase price

$
2,259,885  F-25




---



##### Table of Contents



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





$
250,265Buildings and equipment






1,661,363In-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






2,340,586LiabilitiesCurrent liabilities






31,396Debt mark-to-market adjustments






(12,883
)Below-market tenant leases






62,188Total Liabilities






80,701Total Net Assets Acquired





$
2,259,885  F-26




---



##### 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, 2008Tenant leases:In-place value

$
637,791


$
(381,027
)

$
256,764Above-market


117,239



(65,931
)


51,308Below-market


(199,406
)


110,650



(88,756
)Ground leases:Above-market


(16,968
)


1,951



(15,017
)Below-market


271,602



(24,049
)


247,553Real estate tax stabilization agreement


91,879



(16,348
)


75,531As 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
)


79,454         Note 4
    Discontinued
    Operations and Gains (Losses) on Dispositions of Interests in
    Operating Properties   F-27




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Note 5
    Unconsolidated
    Real Estate Affiliates         F-28




---



##### Table of Contents



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


December 31,2008


2007(In thousands)Condensed Combined Balance Sheets  Unconsolidated
    Real Estate AffiliatesAssets:Land

$
863,965


$
852,183Buildings and equipment


7,558,344



7,101,064Less accumulated depreciation


(1,524,121
)


(1,343,302
)Developments in progress


549,719



615,243Net property and equipment


7,447,907



7,225,188Investment in unconsolidated joint ventures


241,786



275,012Investment land and land held for development and sale


282,636



287,962Net investment in real estate


7,972,329



7,788,162Cash and cash equivalents


231,500



211,388Accounts and notes receivable, net


163,749



137,545Deferred expenses, net


173,213



166,201Prepaid expenses and other assets


225,809



282,958Total assets

$
8,766,600


$
8,586,254Liabilities and Owners Equity:Mortgages, notes and loans payable

$
6,411,631


$
6,204,188Accounts payable and accrued expenses


513,538



719,136Owners equity


1,841,431



1,662,930Total liabilities and owners equity

$
8,766,600


$
8,586,254Investment In and Loans To/From Unconsolidated Real Estate
    Affiliates, Net:Owners equity

$
1,841,431


$
1,662,930Less joint venture partners equity


(915,690
)


(862,116
)Capital or basis differences and loans


911,894



1,002,552Investment in and loans to/from Unconsolidated Real Estate
    Affiliates, net

$
1,837,635


$
1,803,366Reconciliation  Investment In and Loans To/From
    Unconsolidated Real Estate AffiliatesAsset  Investment in and loans to/from
    Unconsolidated Real Estate Affiliates

$
1,869,929


$
1,857,330Liability  Investment in and loans to/from
    Unconsolidated Real Estate Affiliates


(32,294
)


(53,964
)Investment in and loans to/from
    Unconsolidated Real Estate Affiliates, net

$
1,837,635


$
1,803,366  F-29




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2008


2007


2006(In thousands)Condensed Combined Statements of Income 
    Unconsolidated Real Estate AffiliatesRevenues:Minimum rents

$
761,128


$
805,713


$
846,457Tenant recoveries


337,377



356,148



377,576Overage rents


17,622



25,314



31,889Land sales


137,504



161,938



162,790Management and other fees


24,459



33,145



15,712Other


113,988



142,549



168,588Total revenues


1,392,078



1,524,807



1,603,012Expenses:Real estate taxes


93,707



100,279



118,340Repairs and maintenance


78,222



84,840



88,243Marketing


18,251



25,275



26,485Other property operating costs


234,388



272,560



294,452Land sales operations


81,833



91,539



103,519Provision for doubtful accounts


7,115



4,185



1,494Property management and other costs


85,013



90,945



76,885General and administrative


24,647



22,281



6,865Provisions for impairment


828



479



1,097Litigation (recovery) provision


(89,225
)


89,225



Depreciation and amortization


245,794



255,827



267,742Total expenses


780,573



1,037,435



985,122Operating income


611,505



487,372



617,890Interest income


12,467



24,725



30,498Interest expense


(338,770
)


(358,088
)


(358,375
)Benefit from (provision for) income taxes


3,773



(9,263
)


(1,274
)Minority interest


624



103



Equity in income (loss) of unconsolidated joint ventures


30,359



27,989



(2,515
)Income from continuing operations


319,958



172,838



286,224Discontinued operations, including net gain on dispositions






106,016



18,115Net income

$
319,958


$
278,854


$
304,339Equity In Income of Unconsolidated Real Estate Affiliates:Net income

$
319,958


$
278,854


$
304,339Joint venture partners share of income


(119,709
)


(187,672
)


(160,099
)Amortization of capital or basis differences


(29,117
)


(19,019
)


(22,083
)Special allocation of litigation provision to GGPLP


(89,225
)


89,225



Elimination of Unconsolidated Real Estate Affiliates loan
    interest


(1,313
)


(2,987
)


(7,916
)Equity in income of Unconsolidated Real Estate Affiliates

$
80,594


$
158,401


$
114,241  F-30




---



##### 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 31,2008


2007(In thousands)Assets:Land

$
239,481


$
248,094Buildings and equipment


2,761,838



2,654,780Less accumulated depreciation


(482,683
)


(400,078
)Developments in progress


85,676



108,078Net investment in real estate


2,604,312



2,610,874Cash and cash equivalents


42,836



30,851Accounts and notes receivable, net


45,025



41,194Deferred expenses, net


84,902



76,297Prepaid expenses and other assets


27,411



38,157Total assets

$
2,804,486


$
2,797,373Liabilities and Owners Equity:Mortgages, notes and loans payable

$
2,269,989


$
2,110,947Accounts payable and accrued expenses


80,803



237,688Owners equity


453,694



448,738Total liabilities and owners equity

$
2,804,486


$
2,797,373   F-31




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GGP/Homart IIYears Ended December 31,2008


2007


2006(In thousands)Revenues:Minimum rents

$
246,516


$
230,420


$
205,835Tenant recoveries


112,142



103,265



94,298Overage rents


4,429



7,008



5,935Other


10,502



10,028



9,057Total revenues


373,589



350,721



315,125Expenses:Real estate taxes


32,875



29,615



29,883Repairs and maintenance


25,620



23,100



19,362Marketing


6,640



8,332



7,583Other property operating costs


43,219



41,116



37,440Provision (recovery) for doubtful accounts


1,833



1,315



(47
)Property management and other costs


23,185



22,279



19,469General and administrative


3,318



11,760



7,473Litigation (recovery) provision


(89,225
)


89,225



Depreciation and amortization


90,243



81,241



66,024Total expenses


137,708



307,983



187,187Operating income


235,881



42,738



127,938Interest income


7,276



7,871



8,840Interest expense


(121,543
)


(109,209
)


(91,240
)Income allocated to minority interests


(21
)


(26
)


Benefit from (provision for) income taxes


5,839



(2,202
)


(69
)Net income (loss)

$
127,432


$
(60,828
)

$
45,469   F-32




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GGP/Homart IIYears Ended December 31,2008


2007


2006(In thousands)Cash Flows from Operating Activities:Net income (loss)

$
127,432


$
(60,828
)

$
45,469Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


90,243



81,241



66,024Amortization of deferred financing costs


970



460



1,014Straight-line rent amortization


(4,637
)


(4,929
)


(3,824
)Amortization of intangibles other than in-place leases






(2,306
)


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


3,050



3,354



(39
)Deferred expenses


(5,699
)


(22,132
)


(5,773
)Accounts payable and accrued expenses


(115,846
)


111,954



2,527Other, net


8,122



(4,867
)


(2,829
)Net cash provided by operating activities


103,635



101,947



99,027Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(127,825
)


(267,899
)


(351,849
)Proceeds from sales of investment properties


2,179



1,349



Net cash used in investing activities


(125,646
)


(266,550
)


(351,849
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable


290,000







810,000Principal payments on mortgage notes, notes and loans payable


(130,958
)


(24,316
)


(341,716
)Notes (receivable) payable from affiliate






(149,500
)


224,500Deferred financing costs


(2,570
)


(17
)


(892
)(Distributions) contributions and receivables from members, net


(122,476
)


362,998



(488,320
)Net cash provided by financing activities


33,996



189,165



203,572Net change in cash and cash equivalents


11,985



24,562



(49,250
)Cash and cash equivalents at the beginning of period


30,851



6,289



55,539Cash and cash equivalents at the end of period

$
42,836


$
30,851


$
6,289Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
126,621


$
122,818


$
99,034Non-Cash Investing and Financing Activities:Capital expenditures incurred but not yet paid

$
26,841


$
67,497


$
91,380Write-off of fully amortized below-market leases, net






2,306



  F-33




---



##### Table of Contents



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


December 31,2008


2007(In thousands)Assets:Land

$
177,740


$
177,356Buildings and equipment


1,076,748



1,039,444Less accumulated depreciation


(145,101
)


(112,998
)Developments in progress


54,453



65,135Net investment in real estate


1,163,840



1,168,937Cash and cash equivalents


7,148



20,423Accounts and notes receivable, net


16,675



13,055Deferred expenses, net


20,011



21,242Prepaid expenses and other assets


17,097



11,138Total assets

$
1,224,771


$
1,234,795Liabilities and Owners Equity:Mortgages, notes and loans payable

$
1,020,825


$
1,029,788Accounts payable and accrued expenses


40,787



92,993Owners equity


163,159



112,014Total liabilities and owners equity

$
1,224,771


$
1,234,795   F-34




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GGP/TeachersYears Ended December 31,2008


2007


2006(In thousands)Revenues:Minimum rents

$
116,132


$
111,810


$
106,422Tenant recoveries


51,093



46,370



46,530Overage rents


3,692



4,732



6,003Other


2,850



3,737



2,753Total revenues


173,767



166,649



161,708Expenses:Real estate taxes


12,536



10,817



11,549Repairs and maintenance


10,033



9,073



8,298Marketing


2,545



3,992



3,909Other property operating costs


20,587



19,609



18,747Provision for doubtful accounts


1,487



455



132Property management and other costs


9,829



9,718



9,166General and administrative


369



284



333Depreciation and amortization


34,901



28,806



26,621Total expenses


92,287



82,754



78,755Operating income


81,480



83,895



82,953Interest income


229



702



914Interest expense


(55,640
)


(47,740
)


(44,262
)Provision for income taxes


(158
)


(181
)


(485
)Net income

$
25,911


$
36,676


$
39,120   F-35




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GGP/TeachersYears Ended December 31,2008


2007


2006(In thousands)Cash Flows from Operating Activities:Net income

$
25,911


$
36,676


$
39,120Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


34,901



28,806



26,621Amortization of deferred financing costs


1,338



1,294



1,468Straight-line rent amortization


(1,578
)


(2,797
)


(1,368
)Amortization of intangibles other than in-place leases


(15,565
)


(17,595
)


(17,777
)Net changes:Accounts and notes receivable and other assets, net


(8,163
)


3,132



(10,427
)Deferred expenses


(2,253
)


(6,668
)


(2,855
)Accounts payable and accrued expenses


(4,466
)


12,278



(2,336
)Other, including gain on land exchange, net


(243
)


330



313Net cash provided by operating activities


29,882



55,456



32,759Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(59,428
)


(112,288
)


(64,590
)Net cash used in investing activities


(59,428
)


(112,288
)


(64,590
)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable






200,000



250,000Principal payments on mortgage notes, notes and loans payable


(8,963
)


(103,587
)


(102,650
)Deferred financing costs






(2,234
)


(1,861
)Contributions (distributions) and receivables from members, net


25,234



(35,953
)


(112,908
)Net cash provided by financing activities


16,271



58,226



32,581Net change in cash and cash equivalents


(13,275
)


1,394



750Cash and cash equivalents at the beginning of period


20,423



19,029



18,279Cash and cash equivalents at the end of period

$
7,148


$
20,423


$
19,029Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
56,237


$
51,818


$
44,001Non-Cash Investing and Financing Activities:Write-off of fully amortized below-market leases, net

$
23,483


$
2,422


$
Write-off of investment in real estate


222



3,227



79Capital expenditures incurred but not yet paid


7,481



39,251



29,197  F-36




---



##### Table of Contents



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


December 31,2008


2007(In thousands)Assets:Land

$
16,573


$
14,756Buildings and equipment


60,130



48,201Less accumulated depreciation


(11,665
)


(10,638
)Developments in progress


71,124



52,515Investment land and land held for development and sale


282,636



287,962Net investment in real estate


418,798



392,796Cash and cash equivalents


45,710



27,359Accounts and notes receivable, net


20,420



1,748Deferred expenses, net


1,268



2,044Prepaid expenses and other assets


93,538



83,583Total assets

$
579,734


$
507,530Liabilities and Owners Equity:Mortgages, notes and loans payable

$
318,930


$
286,765Accounts payable and accrued expenses


74,067



75,549Owners equity


186,737



145,216Total liabilities and owners equity

$
579,734


$
507,530   F-37




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The Woodlands PartnershipYears Ended December 31,2008


2007


2006(In thousands)Revenues:Minimum rents

$
4,227


$
734


$
1,834Land sales


137,504



161,938



161,540Other


12,957



34,750



34,244Total revenues


154,688



197,422



197,618Expenses:Real estate taxes


634



131



453Repairs and maintenance


1,274



257



311Other property operating costs


19,180



39,162



32,207Land sales operations


81,833



91,539



102,989Depreciation and amortization


3,007



3,504



5,218Total expenses


105,928



134,593



141,178Operating income


48,760



62,829



56,440Interest income


769



676



332Interest expense


(6,268
)


(9,025
)


(6,434
)Provision for income taxes


(978
)


(1,918
)


Income from continuing operations


42,283



52,562



50,338Discontinued operations, including net gain on dispositions






94,556



16,547Net income

$
42,283


$
147,118


$
66,885   F-38




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The Woodlands PartnershipYears Ended December 31,2008


2007


2006(In thousands)Cash Flows from Operating Activities:Net income

$
42,283


$
147,118


$
66,885Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


3,007



3,504



5,218Land development and acquisitions expenditures


(50,975
)


(65,851
)


(103,120
)Cost of land sales


56,301



68,162



71,773Gain on dispositions


(10,260
)


(94,556
)


(16,547
)Net changes:Accounts and notes receivable, net


(18,672
)


(1,775
)


25Prepaid expenses and other assets


(9,955
)


14,422



(9,077
)Deferred expenses


776



738



(2,782
)Accounts payable and accrued expenses


(3,452
)


16,745



(25,470
)Net cash provided by (used in) operating activities


9,053



88,507



(13,095
)Cash Flows from Investing Activities:Acquisition/development of real estate and property
    additions/improvements


(52,283
)


(67,624
)


(4,816
)Proceeds from dispositions


30,178



146,822



43,335Net cash (used in) provided by investing activities


(22,105
)


79,198



38,519Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable


92,470







39,688Principal payments on mortgages, notes and loans payable


(60,305
)


(34,959
)


Distributions and receivables from owners, net






(120,606
)


(49,893
)Other


(762
)






Net cash provided by (used in) financing activities


31,403



(155,565
)


(10,205
)Net change in cash and cash equivalents


18,351



12,140



15,219Cash and cash equivalents at the beginning of period


27,359



15,219



Cash and cash equivalents at the end of period

$
45,710


$
27,359


$
15,219Supplemental Disclosure of Cash Flow Information:Interest paid, net of amounts capitalized

$
6,412


$
8,908


$
6,673  F-39




---



##### Table of Contents



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


December 31,2008


2007(In thousands)Fixed-rate debt:Collateralized mortgages, notes and loans payable

$
15,538,825


$
16,943,760Corporate and other unsecured term loans


3,798,351



3,895,922Total fixed-rate debt


19,337,176



20,839,682Variable-rate debt:Collateralized mortgages, notes and loans payable


2,732,437



819,607Credit facilities (unsecured)






429,150Corporate and other unsecured term loans


2,783,700



2,193,700Total variable-rate debt


5,516,137



3,442,457Total Mortgages, notes and loans payable

$
24,853,313


$
24,282,139            F-40




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Multi
    Property Mortgage Loans
    Short-term
    Secured Loan
    Secured
    Portfolio Facility
     F-41




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior
    Bridge Facility
    Exchangeable
    Senior Notes
      Collateralized
    Mortgages, Notes and Loans Payable
    Corporate
    and Other Unsecured Term Loans
     F-42




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Unsecured
    Term Loans
  Form 10-K.
 F-43




---



##### Table of Contents



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

$
1.08Average fixed pay rate


3.34
%Average variable receive rate


LIBOR     Letters
    of Credit and Surety Bonds
    Note 7
    Income
    Taxes  sections 856-860
     F-44




---



##### Table of Contents



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


2007


2006(In thousands)Current

$
27,605


$
73,976


$
40,732Deferred


(4,144
)


(368,136
)


58,252Total

$
23,461


$
(294,160
)

$
98,984     2008


2007


2006(In thousands)Tax at statutory rate on earnings from continuing operations
    before income taxes

$
1,302


$
(2,172
)

$
55,678Increase in valuation allowances, net


9,027



160



936State income taxes, net of Federal income tax benefit


4,484



2,290



4,608Tax at statutory rate on REIT earnings not subject to Federal
    income taxes


8,227



22,973



41,119Tax benefit from change in tax rates, prior period adjustments
    and other permanent differences


(1,904
)


(665
)


(3,357
)Tax benefit from Private REIT/TRS Restructuring


359



(320,956
)


FIN 48 tax expense, excluding interest


(1,574
)


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


3,540



6,973



Provision for (benefit from) income taxes

$
23,461


$
(294,160
)

$
98,984       Amount


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

$
83,680



2009 - 2029Net operating loss carryforwards  State


115,531



2009 - 2029Capital loss carryforwards


9,232



2009Tax credit carryforwards  Federal AMT


847



N/A  F-45




---



##### Table of Contents



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


2007(In thousands)Total deferred tax assets

$
48,096


$
25,184Valuation allowance


(10,123
)


(1,096
)Net deferred tax assets


37,973



24,088Total deferred tax liabilities


(868,978
)


(860,435
)Net deferred tax liabilities

$
(831,005
)

$
(836,347
)         2008


2007(In thousands)Property, primarily differences in depreciation and
    amortization, the tax basis of land assets and treatment of
    interest and certain other costs

$
(822,945
)

$
(796,143
)Deferred income


(187,402
)


(206,652
)Interest deduction carryforwards


142,073



142,103Operating loss and tax credit carryforwards


37,269



24,345Net deferred tax liabilities

$
(831,005
)

$
(836,347
)        F-46




---



##### Table of Contents



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


2007(In thousands)Unrecognized tax benefits, opening balance

$
127,109


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


3,336



1,970Gross increases  tax positions in current period


3,637



10,029Gross decreases  tax positions in prior period


(3,549
)


Lapse of statute of limitations


(17,618
)


(19,952
)Unrecognized tax benefits, ending balance

$
112,915


$
127,109         2008


2007


2006Ordinary income

$
1.425


$
0.926


$
0.542Return of capital










0.501Qualified dividends






0.501



0.432Capital gain distributions


0.075



0.423



0.205Distributions per share

$
1.500


$
1.850


$
1.680  F-47




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8
    Rentals
    Under Operating Leases    Year

Amount(In thousands)2009

$
1,628,2472010


1,508,6462011


1,350,2942012


1,178,0012013


1,025,863Subsequent


3,570,509       Note 9
    Transactions
    with Affiliates    Note 10
    Stock-Based
    Compensation Plans  Incentive
    Stock Plans
   F-48




---



##### Table of Contents



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


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceStock options outstanding at January 1


3,053,000


$
51.21



3,167,348


$
38.41



2,546,174


$
29.57Granted


1,800,000



3.73



1,205,000



65.81



1,370,000



49.78Exercised


(23,000
)


15.24



(1,318,748
)


33.81



(573,226
)


24.70Exchanged for restricted stock


















(30,000
)


47.26Forfeited


(100,000
)


65.81











(145,000
)


43.10Expired










(600
)


9.99



(600
)


9.99Stock options outstanding at December 31


4,730,000


$
33.01



3,053,000


$
51.21



3,167,348


$
38.41   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)


Price$0 -$6.5810


1,800,000



4.8


$
3.73










$
$6.5811- $13.1620


4,500



1.3



9.99



4,500



1.3



9.99$13.1621- $19.7430


50,000



3.6



15.49



50,000



3.6



15.49$26.3241- $32.9050


197,000



0.1



30.94



197,000



0.1



30.94$32.9051- $39.4860


571,000



1.2



35.71



451,000



1.2



35.62$39.4861- $46.0670


50,000



1.8



44.59



30,000



1.8



44.59$46.0671- $52.6480


952,500



2.2



49.52



677,500



2.2



49.73$59.2291- $65.8100


1,105,000



3.2



65.81



502,000



3.2



65.81Total


4,730,000



2.13


$
33.01



1,912,000



1.94


$
47.62Intrinsic value (in thousands)

$











$
        F-49




---



##### Table of Contents



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


2007


2006Weighted





Weighted





WeightedAverage Grant





Average Grant





Average GrantShares


Date Fair Value


Shares


Date Fair Value


Shares


Date Fair ValueNonvested restricted stock grants outstanding as of January 1


136,498


$
59.75



72,666


$
47.62



15,000


$
16.77Granted


360,232



35.69



96,500



65.29



99,000



47.91Vested


(53,164
)


54.24



(32,668
)


49.11



(41,334
)


37.13Canceled


(32,799
)


35.65















Nonvested restricted stock grants outstanding as of December 31


410,767


$
41.29



136,498


$
59.75



72,666


$
47.62       Threshold-Vesting
    Stock Options
   F-50




---



##### Table of Contents



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


2006TSOs outstanding at January 1, 2008


1,313,890



1,235,568Forfeited(1)


(234,696
)


(223,433
)Vested and exercised






TSOs outstanding at December 31, 2008(2)


1,079,194



1,012,135Intrinsic value(3)

$



$
Intrinsic value  options exercised






Fair value  options exercised






Cash received  options exercised






Exercise price(4)

$
65.81


$
50.47Threshold price


92.30



70.79Fair value of options on grant date


9.54



6.51Remaining contractual term (in years)


3.1



2.1     (1)
    
    No TSO expirations for years presented.(2)
    
    TSOs outstanding at December 31, 2008 for the years 2005
    and prior were 125,103.(3)
    
    Intrinsic value is not presented if result is a negative number.(4)
    
    A weighted average exercise price is not applicable as there is
    only one grant date and issuance per year.    Other
    Required Disclosures
    2008


2007


2006Risk-free interest rate


1.68
%


4.70
%


4.43
%Dividend yield


4.00
%


4.00
%


4.00
%Expected volatility


97.24
%


24.72
%


22.94
%Expected life (in years)


3.0



5.0



2.5-3.5      F-51




---



##### 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-52




---



##### Table of Contents



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


December 31,2008


2007(In thousands)Below-market ground leases

$
247,553


$
273,845Receivables  finance leases and bonds


118,543



114,979Restricted cash, including security and escrow deposits


89,520



83,638Real estate tax stabilization agreement


75,531



79,454Deposit on Glendale Matter (Note 1)


67,054



Prepaid expenses


63,879



56,540Special Improvement District receivable


51,314



58,200Above-market tenant leases


51,308



75,285Deferred income tax


37,973



24,088Funded defined contribution plan assets


7,517



14,616Other


25,263



25,632Total Prepaid expenses and other assets

$
835,455


$
806,277     December 31,


December 31,2008


2007(In thousands)Accounts payable and accrued expenses

$
263,167


$
302,719Construction payables


257,178



206,044Additional purchase price for The Shoppes at The Palazzo
    (Note 14)


174,229



FIN 48 liability


134,646



146,201Accrued interest


115,968



122,406Accrued real estate taxes


90,663



84,327Below-market tenant leases


88,756



127,641Hughes participation payable


73,325



86,008Deferred gains/income


62,716



79,479Accrued payroll and other employee liabilities


62,591



71,191Derivative financial instruments


30,222



563Tenant and other deposits


24,452



28,212FIN 47 liability


23,499



14,321Above-market ground leases


15,017



15,489Insurance reserve


14,033



19,407Capital lease obligations


13,790



14,390Nouvelle at Natick deferred revenues


13,067



Funded defined contribution plan liabilities


7,517



14,616Homart I purchase price obligation*






254,000Other


74,313



101,227Total Accounts payable, accrued expenses and other liabilities

$
1,539,149


$
1,688,241     *
    
    Converted to a secured note payable in first quarter of 2008
    with a maturity of February 2013 F-53




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12
    Minority
    Interests  Common
    January 1, 2006


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


51,850,986Conversion of Preferred Units into Common Units


15,000Redemptions for GGP common stock


(1,193,142
)December 31, 2008


50,672,844      F-54




---



##### 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


2008


Preference


2008


2007(In thousands)Perpetual Preferred UnitsCumulative Preferred Units (CPUs)


8.25
%


LLC



20,000



250


$
5,000


$
5,000Convertible Preferred UnitsSeries B-JP
    Realty


8.50
%


GGPLP



1,284,715



50



63,986



64,237Series D-Foothills
    Mall


6.50
%


GGPLP



532,750



50



26,637



26,637Series E-Four
    Seasons Town Centre


7.00
%


GGPLP



502,658



50



25,133



25,132115,756



116,006Other preferred stock of consolidated subsidiaries


N/A



various



476



1,000



476



476Total Minority Interest-Preferred

















$
121,232


$
121,482       Number of CommonUnits for eachPreferred UnitSeries B  JP Realty


3.000Series D  Foothills Mall


1.508Series E  Four Seasons Town Centre


1.298   Note 13
    Accumulated
    Other Comprehensive (Loss) Income    2008


2007(In thousands)Net unrealized losses on financial instruments

$
(27,903
)

$
(909
)Accrued pension adjustment


(2,110
)


(462
)Foreign currency translation


(25,634
)


37,369Unrealized losses on available-for-sale securities


(481
)


(340
)$
(56,128
)

$
35,658  F-55




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 14
    Commitments
    and Contingencies            Subsequent /2009


2010


2011


2012


2013


Other (1)


Total(In thousands)Long-term debt-principal(2)

$
3,471,806


$
6,531,535


$
4,701,424


$
2,224,792


$
4,324,592


$
3,599,164


$
24,853,313Retained debt-principal


2,606



119,694



775



37,742











160,817Ground lease payments


14,459



14,352



13,863



13,830



13,872



543,028



613,404Additional purchase price






















174,229



174,229FIN 48 obligations, including interest


43,897



















90,749



134,646Total

$
3,532,768


$
6,665,581


$
4,716,062


$
2,276,364


$
4,338,464


$
4,407,170


$
25,936,409     (1)
    
    The remaining FIN 48 liability and the additional purchase
    price for The Shoppes at The Palazzo, for which reasonable
    estimates about the timing of payments cannot be made, is
    disclosed within the Subsequent/Other column. F-56




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    Excluded the effect of any principal accelerations due to cross
    defaults or other revisions to our debt agreements due to
    conditions described in Note 1.  Contingent
    Stock Agreement
    and/or
      Riverwalk
    Marketplace and Oakwood Center Damages
  and/or
 F-57




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 15
    Recently
    Issued Accounting Pronouncements  No. 07-5, (EITF 07-5). EITF 07-5 00-19. EITF 07-5 EITF 07-5
  No. EITF 03-6-1, earnings-per-share
  14-1, (FSP 14-1). FSP 14-1 FSP 14-1 FSP 14-1
  No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3
   F-58




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 16
    Segments    
    Retail and Other  includes the operation,
    development and management of retail and other rental property,
    primarily shopping centers
    Master Planned Communities  includes the
    development and sale of land, primarily in large-scale,
    long-term community development projects in and around Columbia,
    Maryland; Summerlin, Nevada; and Houston, Texas, and our one
    residential condominium project located in Natick (Boston),
    Massachusetts     F-59




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year Ended December 31, 2008Consolidated


Unconsolidated


SegmentProperties


Properties


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

$
2,085,758


$
383,003


$
2,468,761Tenant recoveries


927,332



159,499



1,086,831Overage rents


72,882



9,461



82,343Other, including minority interest


112,160



62,081



174,241Total property revenues


3,198,132



614,044



3,812,176Property operating expenses:Real estate taxes


274,317



44,934



319,251Repairs and maintenance


234,987



36,800



271,787Marketing


43,426



8,501



51,927Other property operating costs


436,804



123,234



560,038Provision for doubtful accounts


17,873



3,442



21,315Total property operating expenses


1,007,407



216,911



1,224,318Retail and other net operating income


2,190,725



397,133



2,587,858Master Planned CommunitiesLand sales


66,557



72,189



138,746Land sales operations


(63,441
)


(46,311
)


(109,752
)Master Planned Communities net operating income before provision
    for impairment


3,116



25,878



28,994Provision for impairment


(40,346
)






(40,346
)Master Planned Communities net operating (loss) income


(37,230
)


25,878



(11,352
)Real estate property net operating income

$
2,153,495


$
423,011


$
2,576,506   F-60




---



##### 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


418,295



150,149



568,444Provision for doubtful accounts


5,426



1,978



7,404Total property operating expenses


941,405



255,397



1,196,802Retail and other net operating income


2,056,996



419,427



2,476,423Master Planned CommunitiesLand sales


145,649



85,017



230,666Land sales operations


(116,708
)


(57,813
)


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


28,941



27,204



56,145Provision for impairment


(127,600
)






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


(98,659
)


27,204



(71,455
)Real estate property net operating income

$
1,958,337


$
446,631


$
2,404,968   F-61




---



##### 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 and discontinued operations


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


368,706



154,010



522,716Provision for doubtful accounts


22,078



793



22,871Total property operating expenses


857,037



270,587



1,127,624Retail and other net operating income


1,845,229



450,050



2,295,279Master 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

$
1,951,959


$
473,307


$
2,425,266  F-62




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006(In thousands)Real estate property net operating income

$
2,576,506


$
2,404,968


$
2,425,266Unconsolidated Properties NOI


(423,011
)


(446,631
)


(473,307
)Consolidated Properties NOI


2,153,495



1,958,337



1,951,959Management and other fees


85,773



106,584



115,798Property management and other costs


(184,738
)


(198,610
)


(181,033
)General and administrative


(57,972
)


(37,005
)


(18,800
)Provisions for impairment


(76,265
)


(2,933
)


(4,314
)Litigation recovery (provision)


57,145



(89,225
)


Depreciation and amortization


(759,930
)


(670,454
)


(690,194
)Discontinued operations and minority interest in consolidated NOI


11,063



11,167



15,036Operating income


1,228,571



1,077,861



1,188,452Interest income


3,197



8,641



11,585Interest expense


(1,299,496
)


(1,174,097
)


(1,117,437
)(Provision for) benefit from income taxes


(23,461
)


294,160



(98,984
)Income allocated to minority interest


(9,145
)


(77,012
)


(37,761
)Equity in income of unconsolidated affiliates


80,594



158,401



114,241Income (loss) from continuing operations

$
(19,740
)

$
287,954


$
60,096     Years Ended December 31,2008


2007


2006(In thousands)Segment basis total property revenues

$
3,812,176


$
3,673,225


$
3,422,903Unconsolidated segment revenues


(614,044
)


(674,824
)


(720,637
)Land sales


66,557



145,649



423,183Management and other fees


85,773



106,584



115,798Real estate net operating income attributable to minority
    interests, net of discontinued operations


11,063



11,167



15,036GAAP-basis consolidated total revenues

$
3,361,525


$
3,261,801


$
3,256,283  F-63




---



##### Table of Contents



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


2007(In thousands)Retail and Other

$
29,931,570


$
28,790,732Master Planned Communities


2,174,015



2,176,218Total segment assets


32,105,585



30,966,950Unconsolidated Properties


(4,481,818
)


(4,143,866
)Corporate and other


1,933,563



1,991,235Total assets

$
29,557,330


$
28,814,319   Note 17
    Quarterly
    Financial Information (Unaudited)  2008First


Second


Third


FourthQuarter


Quarter


Quarter


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

$
830,322


$
815,618


$
814,701


$
900,883Operating income


318,280



304,447



257,671



348,175Income (loss) from continuing operations


8,558



3,263



(30,536
)


(1,025
)Income from discontinued operations






30,819



15,121



60Net income (loss)


8,558



34,082



(15,415
)


(965
)Earnings (loss) per share from continuing operations*:Basic


0.03



0.01



(0.11
)


0.00Diluted


0.03



0.01



(0.11
)


0.00Earnings (loss) per share*:Basic


0.03



0.13



(0.06
)


0.00Diluted


0.03



0.13



(0.06
)


0.00Distributions declared per share


0.50



0.50



0.50



0.00Weighted-average shares outstanding:Basic


244,765



267,369



267,944



268,569Diluted


244,918



267,597



267,944



268,569   F-64




---



##### Table of Contents



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


58,726Income from discontinued operations














Net 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


244,407



245,627



243,775



244,258     *
    
    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-65




---



##### 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, 2008 and 2007, and
    for each of the three years in the period ended
    December 31, 2008, and the Companys internal control
    over financial reporting as of December 31, 2008, and have
    issued our reports thereon dated February 26, 2009 (for which
    the report on the consolidated financial statements expresses an
    unqualified opinion and includes explanatory paragraphs
    regarding the Companys ability to continue as a going
    concern and the Companys 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, 2009

F-66




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC. SCHEDULE III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2008 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


$



$
286,238


$
336,229


$
760,009


$
1,096,238


$
171,751







1999




(e)Alameda Plaza

Pocatello, ID






740



2,060







13



740



2,073



2,813



335







2002




(e)Anaheim Crossing

Anaheim, CA










1,986







29







2,015



2,015



324







2002




(e)Animas Valley Mall

Farmington, NM


35,054



6,464



35,902







8,478



6,464



44,380



50,844



7,664







2002




(e)Apache Mall

Rochester, MN


62,200



8,110



72,993







25,339



8,110



98,332



106,442



26,562







1998




(e)Arizona Center

Phoenix, AZ


46,000



2,314



132,158







2,266



2,314



134,424



136,738



24,199







2004




(e)Augusta Mall

Augusta, GA


175,000



787



162,272



1,217



81,843



2,004



244,115



246,119



22,646







2004




(e)Austin Bluffs Plaza

Colorado Springs, CO


2,313



1,080



3,007







231



1,080



3,238



4,318



526







2002




(e)Bailey Hills Village

Eugene, OR






290



806







36



290



842



1,132



135







2002




(e)Baybrook Mall

Friendswood, TX


170,000



13,300



117,163



6,853



28,240



20,153



145,403



165,556



34,686







1999




(e)Bayshore Mall

Eureka, CA


31,190



3,005



27,399







37,074



3,005



64,473



67,478



32,169



1986-1987








(e)Bayside Marketplace

Miami, FL


85,778







177,801







2,057







179,858



179,858



33,118







2004




(e)Beachwood Place

Beachwood, OH


241,370



18,500



319,684







36,380



18,500



356,064



374,564



40,717







2004




(e)Bellis Fair

Bellingham, WA


62,198



7,616



47,040



(131
)


15,469



7,485



62,509



69,994



31,192



1987-1988








(e)Birchwood Mall

Port Huron, MI


44,308



1,769



34,575



1,274



19,786



3,043



54,361



57,404



29,233



1989-1990








(e)Boise Plaza

Boise, ID






374



1,042







112



374



1,154



1,528



181







2002




(e)Boise Towne Plaza

Boise, ID


10,999



3,988



11,101







146



3,988



11,247



15,235



1,831







2002




(e)Boise Towne Square

Boise, ID


72,690



23,449



131,001



1,088



31,659



24,537



162,660



187,197



26,637







2002




(e)Burlington Town Center

Burlington, VT


31,500



1,637



32,798



2,597



20,356



4,234



53,154



57,388



6,209







2004




(e)Cache Valley Mall

Logan, UT


28,043



3,875



22,047







9,068



3,875



31,115



34,990



5,056







2002




(e)Cache Valley Marketplace

Logan, UT






1,500



1,583



1,639



5,242



3,139



6,825



9,964



784







2002




(e)Capital Mall

Jefferson City, MO


20,403



4,200



14,201



(287
)


11,155



3,913



25,356



29,269



11,969







1993




(e)Century Plaza

Birmingham, AL






3,164



28,514







(1,994
)


3,164



26,520



29,684



11,729







1997




(e)Chapel Hills Mall

Colorado Springs, CO


116,319



4,300



34,017







71,735



4,300



105,752



110,052



37,658







1993




(e)Chico Mall

Chico, CA


57,287



16,958



45,628







4,369



16,958



49,997



66,955



6,942







2003




(e)Coastland Center

Naples, FL


118,000



11,450



103,050







50,999



11,450



154,049



165,499



34,391







1998




(e)Collin Creek

Plano, TX


70,527



26,250



122,991







3,023



26,250



126,014



152,264



14,330







2004




(e)Colony Square Mall

Zanesville, OH


25,239



1,000



24,500



597



25,274



1,597



49,774



51,371



25,956







1986




(e)Columbia Mall

Columbia, MO


90,000



5,383



19,663







32,153



5,383



51,816



57,199



26,257



1984-1985








(e)Coral Ridge Mall

Coralville, IA


89,000



3,364



64,218



49



22,914



3,413



87,132



90,545



29,890



1998-1999








(e)Coronado Center

Albuquerque, NM


169,784



33,072



148,799







3,337



33,072



152,136



185,208



24,702







2003




(e)Cottonwood Mall

Salt Lake City, UT






7,613



42,987







(27,141
)


7,613



15,846



23,459



2,382







2002




(e)Cottonwood Square

Salt Lake City, UT






1,558



4,339







218



1,558



4,557



6,115



730







2002




(e)Country Hills Plaza

Ogden, UT


13,588



3,620



9,080







898



3,620



9,978



13,598



1,557







2002




(e)Crossroads Center

St. Cloud, MN


84,859



10,813



72,203



2,393



40,931



13,206



113,134



126,340



22,724







2000




(e)Cumberland Mall

Atlanta, GA


104,744



15,199



136,787



10,042



72,614



25,241



209,401



234,642



44,427







1998




(e)Division Crossing

Portland, OR


5,330



1,773



4,935







405



1,773



5,340



7,113



864







2002




(e)Eagle Ridge Mall

Lake Wales, FL


47,835



7,620



49,561







18,756



7,620



68,317



75,937



25,746



1995-1996








(e)Eastridge Mall

Casper, WY


39,399



6,171



34,384



(79
)


8,489



6,092



42,873



48,965



6,890







2002




(e)Eastridge Mall

San Jose, CA


170,000



36,724



178,018







24,592



36,724



202,610



239,334



23,402







2006




(e)Eden Prairie Center

Eden Prairie, MN


80,368



465



19,024



28



122,279



493



141,303



141,796



43,372







1997




(e)Fallbrook Center

West Hills, CA


85,000



6,117



10,077



10



101,532



6,127



111,609



117,736



47,925







1984




(e)Faneuil Hall Marketplace

Boston, MD


94,598







122,098







1,640







123,738



123,738



17,343







2004




(e)  F-67




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION
 DECEMBER 31, 2008
  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)Fashion Place

Murray, UT


145,276



21,604



206,484







7,768



21,604



214,252



235,856



25,923







2004




(e)Fashion Show

Las Vegas, NV


650,000



523,650



602,288







(8,030
)


523,650



594,258



1,117,908



77,932







2004




(e)Foothills Mall

Fort Collins, CO


50,758



8,031



96,642



2,544



8,272



10,575



104,914



115,489



15,086







2003




(e)Fort Union

Midvale, UT


2,782







3,842







24







3,866



3,866



638







2002




(e)Four Seasons Town Centre

Greensboro, NC


101,306



27,231



141,978







6,583



27,231



148,561



175,792



21,056







2004




(e)Fox River Mall

Appleton, WI


195,000



2,701



18,291



2,086



67,038



4,787



85,329



90,116



39,177



1983-1984








(e)Fremont Plaza

Las Vegas, NV










3,956







330







4,286



4,286



666







2002




(e)Gateway Crossing Shopping Center

Bountiful, UT


15,342



4,104



11,422







993



4,104



12,415



16,519



2,074







2002




(e)Gateway Mall

Springfield, OR


39,986



8,728



34,707



(96
)


38,307



8,632



73,014



81,646



33,377



1989-1990








(e)Gateway Overlook

Columbia, MD


55,000







31,679







2,699







34,378



34,378



1,295



2007








(e)Glenbrook Square

Fort Wayne, IN


178,294



30,414



195,896



50



13,574



30,464



209,470



239,934



29,274







2003




(e)Governors Square

Tallahassee, FL


75,000







121,482







5,976







127,458



127,458



18,007







2004




(e)Grand Teton Mall

Idaho Falls, ID


48,795



6,973



44,030







11,034



6,973



55,064



62,037



8,744







2002




(e)Grand Teton Plaza

Idaho Falls, ID






2,349



7,336







132



2,349



7,468



9,817



797







2004




(e)Grand Traverse Mall

Traverse City, MI


85,794



3,534



20,776







30,504



3,534



51,280



54,814



26,965



1990-1991








(e)Greenwood Mall

Bowling Green, KY


44,893



3,200



40,202



187



37,530



3,387



77,732



81,119



32,300







1993




(e)Halsey Crossing

Gresham, OR


2,608







4,363







126







4,489



4,489



745







2002




(e)Harborplace

Baltimore, MD


50,000







54,308







11,537







65,845



65,845



10,095







2004




(e)Hulen Mall

Fort Worth, TX


113,709



8,910



153,894







3,589



8,910



157,483



166,393



21,329







2004




(e)Jordan Creek Town Center

West Des Moines, IA


186,884



18,142



166,143







12,082



18,142



178,225



196,367



31,970



2004








(e)Knollwood Mall

St. Louis Park, MN


40,160







9,748



7,026



42,305



7,026



52,053



59,079



25,080







1978




(e)Lakeside Mall

Sterling Heights, MI


181,548



35,860



369,639







5,266



35,860



374,905



410,765



45,581







2004




(e)Lakeview Square

Battle Creek, MI


41,535



3,579



32,210







19,405



3,579



51,615



55,194



17,737







1996




(e)Landmark Mall

Alexandria, VA






28,396



67,235







(41
)


28,396



67,194



95,590



20,110







2003




(e)Lansing Mall

Lansing, MI


24,511



6,978



62,800



4,518



46,835



11,496



109,635



121,131



35,251







1996




(e)Lincolnshire Commons

Lincolnshire, IL


28,000



10,784



9,441







21,004



10,784



30,445



41,229



3,182



2006








(e)Lockport Mall

Lockport, NY






800



10,000







4,228



800



14,228



15,028



8,469







1986




(e)Lynnhaven Mall

Virginia Beach, VA


238,371



33,698



229,433







6,943



33,698



236,376



270,074



35,636







2003




(e)Mall At Sierra Vista

Sierra Vista, AZ


23,556



3,652



20,450







4,132



3,652



24,582



28,234



4,191







2002




(e)Mall of Louisiana

Baton Rouge, LA


246,559



28,649



275,102



(4,058
)


66,165



24,591



341,267



365,858



36,551







2004




(e)Mall of The Bluffs

Council Bluffs, IA


35,951



1,860



24,016



35



25,173



1,895



49,189



51,084



26,628



1985-1986








(e)Mall St. Matthews

Louisville, KY


145,475







176,583



33,160



12,770



33,160



189,353



222,513



27,115







2004




(e)Mall St. Vincent

Shreveport, LA


49,000



2,640



23,760







10,358



2,640



34,118



36,758



11,203







1998




(e)Market Place Shopping Center

Champaign, IL


106,000



7,000



63,972







56,625



7,000



120,597



127,597



38,235







1997




(e)Mayfair Mall

Wauwatosa, WI


274,932



14,707



224,847







39,498



14,707



264,345



279,052



65,931







2003




(e)Meadows Mall

Las Vegas, NV


103,387



24,634



104,088



(3,259
)


20,105



21,375



124,193



145,568



30,283







2003




(e)Mondawmin Mall

Baltimore, MD


84,689



11,850



57,871



(2,182
)


43,067



9,668



100,938



110,606



12,300







2004




(e)North Plains Mall

Clovis, NM


10,656



2,722



15,048







3,423



2,722



18,471



21,193



3,487







2002




(e)  F-68




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION
 DECEMBER 31, 2008
  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)North Star Mall

San Antonio, TX


234,138



29,230



467,961



3,791



41,755



33,021



509,716



542,737



55,341







2004




(e)North Temple Shops(g)

Salt Lake City, UT






168



468







4



168



472



640



77







2002




(e)NorthTown Mall

Spokane, WA


114,976



22,407



125,033







6,564



22,407



131,597



154,004



22,709







2002




(e)Northgate Mall

Chattanooga, TN


45,233



2,525



43,944







8,648



2,525



52,592



55,117



15,116







2003




(e)Northridge Fashion Center

Northridge, CA


127,158



16,618



149,563



248



39,055



16,866



188,618



205,484



53,101







1998




(e)Oak View Mall

Omaha, NE


84,000



12,056



113,042







6,158



12,056



119,200



131,256



26,539







2003




(e)Oakwood Center

Gretna, LA


95,000



2,830



137,574



1,532



(7,357
)


4,362



130,217



134,579



11,325







2004




(e)Oakwood Mall

Eau Claire, WI


75,772



3,267



18,281







29,551



3,267



47,832



51,099



27,152



1985-1986








(e)Oglethorpe Mall

Savannah, GA


142,223



16,036



92,978







8,779



16,036



101,757



117,793



27,063







2003




(e)Orem Plaza Center Street

Orem, UT


2,487



1,069



2,974







2,389



1,069



5,363



6,432



617







2002




(e)Orem Plaza State Street

Orem, UT


1,539



592



1,649







191



592



1,840



2,432



284







2002




(e)Oviedo Marketplace

Orlando, FL


52,121



24,017



23,958



(2,045
)


797



21,972



24,755



46,727



8,250







2004




(e)Owings Mills Mall

Owing Mills, MD


57,323



27,534



173,005



(8,456
)


(53,671
)


19,078



119,334



138,412



18,360







2004




(e)Oxmoor Center

Louisville, KY


60,786







131,434







10,606







142,040



142,040



15,437







2004




(e)Paramus Park

Paramus, NJ


104,710



47,660



182,124







6,954



47,660



189,078



236,738



24,556







2004




(e)Park City Center

Lancaster, PA


150,200



8,465



177,191



(276
)


38,045



8,189



215,236



223,425



50,028







2003




(e)Park Place

Tucson, AZ


177,527



4,996



44,993



(280
)


115,049



4,716



160,042



164,758



44,392







1996




(e)Park West

Peoria, AZ






16,526



77,548



1







16,527



77,548



94,075



2,374



2008



0




(e)Peachtree Mall

Columbus, GA


90,113



22,052



67,679







5,759



22,052



73,438



95,490



12,940







2003




(e)Pecanland Mall

Monroe, LA


58,435



10,101



68,329



297



17,559



10,398



85,888



96,286



15,264







2002




(e)Piedmont Mall

Danville, VA


34,065



2,000



38,000







10,917



2,000



48,917



50,917



17,623







1995




(e)Pierre Bossier Mall

Bossier City, LA


40,382



4,367



35,353







10,518



4,367



45,871



50,238



13,406







1998




(e)Pine Ridge Mall

Pocatello, ID


26,564



4,905



27,349







6,816



4,905



34,165



39,070



6,207







2002




(e)Pioneer Place

Portland, OR


157,455



10,805



209,965







6,831



10,805



216,796



227,601



32,640







2004




(e)Plaza 800

Sparks, NV










5,430







682







6,112



6,112



820







2002




(e)Plaza 9400

Sandy, UT










9,114







173







9,287



9,287



1,519







2002




(e)Prince Kuhio Plaza

Hilo, HI


38,060



9



42,710







2,017



9



44,727



44,736



11,418







2002




(e)Providence Place

Providence, RI


415,787







502,809







10,670







513,479



513,479



66,409







2004




(e)Provo Towne Centre

Provo, UT


57,568



13,486



74,587







1,842



13,486



76,429



89,915



13,733







2002




(e)Red Cliffs Mall

St. George, UT


25,247



1,880



26,561







13,953



1,880



40,514



42,394



5,708







2002




(e)Red Cliffs Plaza

St. George, UT










2,366







370







2,736



2,736



467







2002




(e)Regency Square Mall

Jacksonville, FL


94,578



16,498



148,478



1,386



21,953



17,884



170,431



188,315



44,903







1998




(e)Ridgedale Center

Minnetonka, MN


179,287



10,710



272,607







17,998



10,710



290,605



301,315



34,256







2004




(e)Rio West Mall

Gallup, NM










19,500







7,442







26,942



26,942



14,507







1986




(e)River Falls Mall

Clarksville, IN






3,178



54,610



3,703



86,582



6,881



141,192



148,073



43,987



1989-1990








(e)River Hills Mall

Mankato, MN


80,000



3,714



29,014



993



45,139



4,707



74,153



78,860



29,275



1990-1991








(e)River Pointe Plaza

West Jordan, UT


3,852



1,302



3,623







559



1,302



4,182



5,484



640







2002




(e)Riverlands Shopping Center

LaPlace, LA






500



4,500



601



5,596



1,101



10,096



11,197



2,205







1998




(e)Riverside Plaza

Provo, UT


5,512



2,475



6,890







2,270



2,475



9,160



11,635



1,578







2002




(e)Rivertown Crossings

Grandville, MI


118,576



10,973



97,142



(3,747
)


50,289



7,226



147,431



154,657



44,884



1998-1999








(e)Riverwalk Marketplace

New Orleans, LA










94,513







(4,266
)






90,247



90,247



9,052







2004




(e)Rogue Valley Mall

Medford, OR


26,481



21,913



36,392



(95
)


5,723



21,818



42,115



63,933



7,855







2003




(e)  F-69




---



##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION
 DECEMBER 31, 2008
  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)Saint Louis Galleria

St. Louis, MO


238,845



36,774



184,645



(545
)


25,807



36,229



210,452



246,681



30,317







2003




(e)Salem Center

Salem, OR


41,728



6,966



38,976







2,038



6,966



41,014



47,980



7,136







2002




(e)Sikes Senter

Wichita Falls, TX


61,732



12,759



50,567







1,718



12,759



52,285



65,044



8,830







2003




(e)Silver Lake Mall

Coeur dAlene, ID


18,228



4,448



24,801







1,503



4,448



26,304



30,752



4,439







2002




(e)Sooner Mall

Norman, OK


60,000



2,700



24,300



(119
)


20,487



2,581



44,787



47,368



15,231







1996




(e)South Street Seaport

New York, NY










10,872







(239
)






10,633



10,633



6,756







2004




(e)Southlake Mall

Morrow, GA


100,000



6,700



60,407



(85
)


14,544



6,615



74,951



81,566



23,459







1997




(e)Southland Center

Taylor, MI


109,446



7,690



99,376







9,782



7,690



109,158



116,848



18,216







2004




(e)Southland Mall

Hayward, CA


81,788



13,921



75,126



200



16,539



14,121



91,665



105,786



14,571







2002




(e)Southshore Mall

Aberdeen, WA






650



15,350







1,747



650



17,097



17,747



12,507







1986




(e)Southwest Plaza

Littleton, CO


96,187



9,000



103,984



602



40,918



9,602



144,902



154,504



37,385







1998




(e)Spokane Valley Mall

Spokane, WA


54,568



11,455



67,046







1,763



11,455



68,809



80,264



11,617







2002




(e)Spokane Valley Plaza

Spokane, WA






3,558



10,150







79



3,558



10,229



13,787



1,647







2002




(e)Spring Hill Mall

West Dundee, IL


68,088



12,400



111,644







22,589



12,400



134,233



146,633



35,843







1998




(e)Staten Island Mall

Staten Island, NY


286,189



222,710



339,102







10,954



222,710



350,056



572,766



45,542







2004




(e)Stonestown Galleria

San Francisco, CA


273,000



67,000



246,272







9,636



67,000



255,908



322,908



28,608







1998




(e)The Boulevard Mall

Las Vegas, NV


108,444



16,490



148,413



(1,135
)


13,976



15,355



162,389



177,744



43,272







1998




(e)The Crossroads

Portage, MI


40,044



6,800



61,200







23,109



6,800



84,309



91,109



20,865







1999




(e)The Gallery At Harborplace

Baltimore, MD


99,878



17,912



174,410







6,437



17,912



180,847



198,759



23,514







2004




(e)The Grand Canal Shoppes

Las Vegas, NV


396,343







766,232







15,015







781,247



781,247



94,576







2004




(e)The Maine Mall

South Portland, ME


217,613



41,374



238,457



(79
)


14,173



41,295



252,630



293,925



32,964







2003




(e)The Mall In Columbia

Columbia, MD


400,000



34,650



522,363







20,159



34,650



542,522



577,172



65,784







2004




(e)The Pines

Pine Bluff, AR






1,489



17,627



(242
)


17,270



1,247



34,897



36,144



20,411



1985-1986








(e)The Shoppes at the Palazzo

Las Vegas, Nevada


250,000







470,167















470,167



470,167



11,111



0



2008




(e)The Shops At Fallen Timbers

Maumee, OH


42,401



3,677



77,825



842



30,676



4,519



108,501



113,020



4,707



2007








(e)The Shops At La Cantera

San Antonio, TX


171,832



10,966



205,222



892



38,267



11,858



243,489



255,347



22,235



2005








(e)The Streets At SoutHPoint

Durham, NC


241,891



16,070



406,266







7,543



16,070



413,809



429,879



49,288







2004




(e)The Village Of Cross Keys

Baltimore, MD


137



18,070



57,285







872



18,070



58,157



76,227



5,419







2004




(e)Three Rivers Mall

Kelso, WA


21,627



4,312



23,019







3,210



4,312



26,229



30,541



4,406







2002




(e)Town East Mall

Mesquite, TX


106,044



7,711



149,258







21,500



7,711



170,758



178,469



33,704







2004




(e)Tucson Mall

Tucson, AZ


118,725







181,424



6,406



32,232



6,406



213,656



220,062



38,337







2001




(e)Twin Falls Crossing

Twin Falls, ID






275



769











275



769



1,044



124







2002




(e)University Crossing

Orem, UT


11,454



3,420



9,526







1,234



3,420



10,760



14,180



1,667







2002




(e)Valley Hills Mall

Hickory, NC


57,234



3,444



31,025



2,212



45,094



5,656



76,119



81,775



23,307







1997




(e)Valley Plaza Mall

Bakersfield, CA


96,032



12,685



114,166







23,381



12,685



137,547



150,232



35,857







1998




(e)Visalia Mall

Visalia, CA


42,074



11,052



58,172



(15
)


6,750



11,037



64,922



75,959



11,151







2002




(e)Ward Centers

Honolulu, HI


216,124



164,007



89,321



1,337



123,497



165,344



212,818



378,162



24,880







2002




(e)West Valley Mall

Tracy, CA


57,112



9,295



47,789



1,591



36,338



10,886



84,127



95,013



29,885



1995








(e)Westlake Center

Seattle, WA


73,671



12,971



117,003



4,669



7,029



17,640



124,032



141,672



23,207







2004




(e)Westwood Mall

Jackson, MI


24,117



2,658



23,924



913



5,983



3,571



29,907



33,478



10,934







1996




(e)White Marsh Mall

Baltimore, MD


187,000



24,760



239,688







15,915



24,760



255,603



280,363



33,656







2004




(e)  F-70




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##### Table of Contents



GENERAL
    GROWTH PROPERTIES, INC.
 SCHEDULE III  REAL ESTATE AND ACCUMULATED
    DEPRECIATION
 DECEMBER 31, 2008
  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


10,656



1,363



7,611







7,957



1,363



15,568



16,931



4,030







2002




(e)Willowbrook

Wayne, NJ


166,854



28,810



444,762



30



3,397



28,840



448,159



476,999



45,940







2004




(e)Woodbridge Center

Woodbridge, NJ


209,380



50,737



420,703







6,794



50,737



427,497



478,234



53,544







2004




(e)Woodlands Village

Flagstaff, AZ


7,042



2,689



7,484







278



2,689



7,762



10,451



1,232







2002




(e)Yellowstone Square

Idaho Falls, ID






1,057



2,943







147



1,057



3,090



4,147



508







2002




(e)Total GGPI




15,597,363



2,833,560



17,251,138



82,428



3,164,576



2,915,988



20,415,714



23,331,702



3,708,197Bay City Mall

Bay City, MI


23,816



2,867



31,529







86



2,867



31,615



34,482



6,712







2007




(e)Brass Mill Center

Waterbury, CT


100,021



19,455



151,989







713



19,455



152,702



172,157



23,673







2007




(e)Brass Mill Commons

Waterbury, CT


21,392



4,993



27,170



(1
)






4,992



27,170



32,162



4,545







2007




(e)Chula Vista Center

Chula Vista, CA


40,800



15,085



81,697







1,320



15,085



83,017



98,102



11,584







2007




(e)Columbiana Centre

Columbia, SC


105,441



14,731



125,830







855



14,731



126,685



141,416



16,566







2007




(e)Deerbrook Mall

Humble, TX


74,225



17,015



137,480







4,441



17,015



141,921



158,936



18,352







2007




(e)Lakeland Square

Lakeland, FL


54,621



14,492



82,428







458



14,492



82,886



97,378



12,451







2007




(e)Moreno Valley Mall

Moreno Valley, CA


87,202



10,045



77,088







4,871



10,045



81,959



92,004



11,020







2007




(e)Newgate Mall

Ogden, UT


40,956



7,686



59,688







1,815



7,686



61,503



69,189



5,303







2007




(e)Newpark Mall

Newark, CA


70,004



15,278



136,773







258



15,278



137,031



152,309



23,508







2007




(e)North Point Mall

Alpharetta, GA


216,109



32,733



258,996







7,315



32,733



266,311



299,044



34,581







2007




(e)Pembroke Lakes Mall

Pembroke Pines, FL


129,258



41,980



230,513







3,872



41,980



234,385



276,365



25,346







2007




(e)Steeplegate Mall

Concord, NH


78,216



7,258



72,616







118



7,258



72,734



79,992



12,615







2007




(e)The Parks at Arlington

Arlington, TX


176,000



27,101



279,987



1



10,723



27,102



290,710



317,812



34,470







2007




(e)The Shoppes at Buckland

Manchester, CT


163,650



24,319



196,291







(85
)


24,319



196,206



220,525



23,215







2007




(e)The Woodlands Mall

The Woodlands, TX


240,256



17,776



294,229



1



8,517



17,777



302,746



320,523



34,422







2007




(e)Tysons Galleria

McLean, VA


254,318



22,874



220,782







1,744



22,874



222,526



245,400



22,823







2007




(e)Vista Ridge Mall

Lewisville, TX


81,942



14,614



130,520



(1
)


(223
)


14,613



130,297



144,910



34,197







2007




(e)Washington Park Mall

Bartlesville, OK


11,924



2,072



15,431



1



(5
)


2,073



15,426



17,499



3,496







2007




(e)West Oaks Mall

Ocoee, FL


69,472



18,677



91,899







(661
)


18,677



91,238



109,915



14,816







2007




(e)Purchase accounting related adjustments

Chicago, IL






(70
)


5,400



70



(5,400
)














Total Homart I(f)




2,039,623



330,981



2,708,336



71



40,732



331,052



2,749,068



3,080,120



373,695Other, including corporate and developments in progress




7,127,103



265,539



491,036



77,353



772,787



342,892



1,263,823



1,606,715



158,049Total Retail and Other




24,764,089



3,430,080



20,450,510



159,852



3,978,095



3,589,932



24,428,605



28,018,537



4,239,941Master Planned Communities Bridgeland

Houston, TX


24,226



257,222







140,468



1,045



397,690



1,045



398,735



268







2004




(e)Columbia

Howard County, MD






321,118







(153,533
)


57



167,585



57



167,642



3







2004




(e)Fairwood

Prince Georges County, MD






136,434







(71,325
)


27



65,109



27



65,136



5







2004




(e)Summerlin

Summerlin, NV


54,518



990,179







96,349



31



1,086,528



31



1,086,559



4







2004




(e)Natick-Nouvelle at Natick (Dev)

Natick, MA














124,927



4



124,927



4



124,931



1Other




10,480











2,102



7



2,102



7



2,109



Total Master Planned Communities




89,224



1,704,953







138,988



1,171



1,843,941



1,171



1,845,112



281Total



$
24,853,313


$
5,135,033


$
20,450,510


$
298,840


$
3,979,266


$
5,433,873


$
24,429,776


$
29,863,649


$
4,240,222   F-71




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##### 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 $18.1 billion.(e)
    
    Depreciation is computed based upon the following estimated
    lives:  YearsBuildings, improvements and carrying costs


40-45Equipment, tenant improvements and fixtures


5-10   (f)
    
    Initial cost for individual properties acquired in the Homart I
    acquisition represents historical cost at December 31, 2007
    including purchase accounting adjustments recorded during 2008.(g)
    
    The property was sold on February 4, 2009.  Reconciliation
    of Real Estate
  2008


2007


2006(In thousands)Balance at beginning of year

$
28,591,756


$
24,661,601


$
23,583,536Acquisitions


503,096



3,152,350



234,624Change in Master Planned Communities land


204,569



(16,466
)


4,775Additions


641,757



866,353



855,529Dispositions and write-offs


(77,529
)


(72,082
)


(16,863
)Balance at end of year

$
29,863,649


$
28,591,756


$
24,661,601   Reconciliation
    of Accumulated Depreciation
  2008


2007


2006(In thousands)Balance at beginning of year

$
3,605,199


$
2,766,871


$
2,104,956Depreciation expense


712,552



635,873



663,523Acquisitions






274,537
(h)


Dispositions and write-offs


(77,529
)


(72,082
)


(1,608
)Balance at end of year

$
4,240,222


$
3,605,199


$
2,766,871   (h)
    
    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-72




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##### Table of Contents



EXHIBIT INDEX 3
.1

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

Second Amended and Restated Bylaws of General Growth Properties,
    Inc. (previously filed as Exhibit 3(ii).1 to the Current
    Report on
    Form 8-K
    dated November 18, 2008 which was filed with the SEC on
    November 21, 2008).3
.3

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

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

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

Amendment to Rights Agreement dated as of February 1, 2000,
    between General Growth Properties, Inc. and certain other
    parties named therein (previously filed as Exhibit 10.11 to
    the Annual Report on
    Form 10-K
    for the year ended December 31, 2003 which was filed with
    the SEC on March 12, 2004).4
.4

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

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

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

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

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

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

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

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

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




---



##### Table of Contents



4
.13

Redemption Rights Agreement (Common Units) dated
    November 27, 2002, by and among the Operating Partnership,
    General Growth Properties, Inc. and JSG, LLC (filed herewith).4
.14

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

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

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

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

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

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

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

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

Third Amendment to Rights Agreement dated as of
    November 18, 2008, between General Growth Properties, Inc.
    and BNY Mellon Shareholder Services (previously filed as
    Exhibit 4.1 to the Current Report on
    Form 8-K
    dated November 18, 2008 which was filed with the SEC on
    November 21, 2008).4
.23

Letter Agreement concerning Rights Agreement dated
    November 10, 1999, between the Operating Partnership and
    NYSCRF (previously filed as Exhibit 4.22 to the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005 which was filed with
    the SEC on March 31, 2006).4
.24

The Rouse Company and The First National Bank of Chicago
    (Trustee) Indenture dated as of February 24, 1995
    (previously filed as Exhibit 4.23 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2004 which was filed with
    the SEC on March 22, 2005).4
.25

The Rouse Company LP, TRC Co-Issuer, Inc. and LaSalle Bank
    National Association (Trustee) Indenture dated May 5, 2006
    (previously filed as Exhibit 4.24 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2006 which was filed with
    the SEC on March 1, 2007).4
.26

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




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##### Table of Contents



4
.27

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

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

First Amendment to the LP Agreement dated as of June 10,
    1998 (filed herewith).10
.3

Second Amendment to the LP Agreement dated as of June 29,
    1998 (filed herewith).10
.4

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

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

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

Amendment to the LP Agreement dated as of November 27, 2002
    (filed herewith).10
.8

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

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

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

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

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

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

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

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

Second Amendment to the LLC Agreement dated May 13, 2002
    (previously filed as Exhibit 10.16 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008)10
.17

Third Amendment to the LLC Agreement dated October 30, 2002
    (filed herewith).10
.18

Fourth Amendment to the LLC Agreement dated April 7, 2003
    (filed herewith).10
.19

Fifth Amendment to the LLC Agreement dated April 11, 2003
    (filed herewith).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). S-3




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##### Table of Contents



10
.21

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

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

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

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

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

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

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

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

Summary of Non-Employee Director Compensation Program (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) (previously
    filed as Exhibit 10.30 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007 which was filed with
    the SEC on February 27, 2008).10
.31

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

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

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

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

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

General Growth Properties, Inc. Second Amended and Restated 2003
    Incentive Stock Plan, effective December 18, 2008 (filed
    herewith).10
.37*

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). S-4




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##### Table of Contents



10
.38*

Form of Employee Restricted Stock Agreement pursuant to the 2003
    Incentive Stock Plan (previously filed as Exhibit 10.2 to
    the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2006 which was
    filed with the SEC on August 9, 2006).10
.39*

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).10
.40*

Form of Restricted Stock Agreement pursuant to the 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 March 31, 2008 which was
    filed with the SEC on May 8, 2008).10
.41*

Employment Agreement dated as of November 2, 2008 by and
    among General Growth Properties, Inc., GGP Limited Partnership
    and Adam S. Metz (previously filed as Exhibit 10.1 to the
    Current Report on
    Form 8-K
    dated November 2, 2008 which was filed with the SEC on
    November 4, 2008).10
.42*

Employment Agreement dated as of November 2, 2008 by and
    among General Growth Properties, Inc., GGP Limited Partnership
    and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.2
    to the Current Report on
    Form 8-K
    dated November 2, 2008 which was filed with the SEC on
    November 4, 2008).10
.43*

Non-Qualified Stock Option Agreement dated as of
    November 3, 2008 by and between General Growth Properties,
    Inc. and Adam S. Metz (previously filed as Exhibit 10.3 to
    the Current Report on
    Form 8-K
    dated November 2, 2008 which was filed with the SEC on
    November 4, 2008).10
.44*

Non-Qualified Option Agreement dated as of November 3, 2008
    by and between General Growth Properties, Inc. and Thomas H.
    Nolan, Jr. (previously filed as Exhibit 10.4 to the Current
    Report on
    Form 8-K
    dated November 2, 2008 which was filed with the SEC on
    November 4, 2008).10
.45

Loan Agreement dated as of July 11, 2008, among the
    borrowers named therein; the lenders from time to time party
    thereto; Eurohypo, as Administrative Agent; Wachovia Capital
    Markets LLC, Eurohypo and ING Real Estate Finance (USA) LLC
    (ING), as Joint Lead Arrangers and Book Managers;
    the Documentation Agents, as defined therein; and Wachovia Bank,
    National Association and ING, as
    Co-Syndication
    Agents (previously filed as Exhibit 10.1 to the Current
    Report on
    Form 8-K
    dated July 11, 2008 which was filed with the SEC on
    July 18, 2008)10
.46

Forbearance and Waiver Agreement by and among General Growth
    Properties, Inc. and certain additional parties thereto, entered
    into on December 16, 2008 and dated as of December 15,
    2008 (previously filed as Exhibit 10.1 to the Current
    Report on
    Form 8-K
    dated December 16, 2008 which was filed with the SEC on
    December 22, 2008).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