GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ý NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO ý

Indicate by check mark whether the registrant, the registrant's predecessor or its subsidiaries have filed all reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES ý NO o

On June 30, 2011, the last business day of the most recently completed second quarter of the registrant, the aggregate market value of the shares of common stock held by non-affiliates of the registrant was $8.73 billion based upon the closing price of the common stock on such date.

As of February 24, 2012, there were 937,596,569 shares of the registrant's common stock outstanding.

Portions of the proxy statement for the annual stockholders meeting to be held on April 27, 2012 are incorporated by reference into Part III.

GENERAL GROWTH PROPERTIES, INC.
Annual Report on Form 10-K
December 31, 2011

TABLE OF CONTENTS

The following discussion should be read in conjunction with the Consolidated Financial Statements of General Growth Properties, Inc. ("GGP" or the "Company") and related notes, as included in this Annual Report on Form 10-K (this "Annual Report"). The terms "we," "us" and "our" may also be used to refer to GGP and its subsidiaries (or, in certain contexts, the Predecessor (as defined below) and its subsidiaries). GGP, a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a "REIT". GGP is the successor registrant, by merger, on November 9, 2010 (the "Effective Date") to GGP, Inc. (the "Predecessor"). The Predecessor had filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code ("Chapter 11") and emerged from bankruptcy, pursuant to a plan of reorganization (the "Plan") on the Effective Date as described below.

On January 12, 2012, we completed the spin-off (the "RPI Spin-Off") of Rouse Properties, Inc. ("RPI"), which now owns a 30-mall portfolio of "Class B properties", totaling approximately 21 million square feet. The RPI Spin-Off was accomplished through a special dividend of the common stock of RPI to holders of GGP common stock as of December 30, 2011. Subsequent to the spin-off, we retained an approximately 1% interest in RPI. Because RPI is presented as part of our continuing operations as of December 31, 2011, the consolidated financial information presented herein includes RPI for all periods presented. However, unless otherwise indicated, the description of our regional malls and related metrics herein exclude RPI for all periods presented.

We are a leading real estate owner and operator of high quality regional malls with an ownership interest in 136 regional malls in 41 states as of December 31, 2011, comprising 58 million square feet of gross leasable area, or GLA, excluding anchor tenants. Based on the number of regional malls in our portfolio and GLA, we are the second largest owner of regional malls in the United States.

Of our 136 regional malls, 78 are considered Class A regional malls and have average tenant sales exceeding $575 per square foot, representing 75% of our NOI (as defined in Item 6). These high quality malls include:

More broadly, we have an interest in 125 of the 600 regional malls in the country with the highest sales per square foot. These malls are located in core markets defined by population density, household growth, and a high-income demographic. Together, these regional malls had 2011 average tenant sales per square foot of $505.

In 2011, we saw a strengthening of lease spreads across our portfolio, with comparable mall average tenant sales per square foot, which we refer to as "mall productivity", increasing 8% in 2011 over 2010. We see increasing productivity and revenues through leasing activity within our regional malls as a significant opportunity for growth. In addition, we believe that the limited supply of new

mall space in the last five years and lack of new development pipeline will further increase our productivity and help us to increase our occupancy levels.

Our long-term business strategy is to own and operate high quality regional malls in the United States. The regional malls we own and operate generally exhibit the following attributes:

We believe our long term strategy will provide our shareholders with a compelling risk-adjusted total return comprised of dividends and share price appreciation.

During 2011, we successfully completed transactions promoting our long-term strategy as summarized below (figures shown represent our share):

We will continue to execute transactions to achieve our long-term strategy of enhancing the quality of our portfolio and maximizing total returns for our shareholders. Our key objectives include the following:

On February 23, 2012, we signed a definitive agreement for the acquisition of 11 Sears anchor pads within our portfolio for $270 million. This portfolio represents a significant opportunity to recapture valuable real estate within our portfolio and enhances several expansion and redevelopment opportunities, including re-tenanting the anchor space and adding new in-line GLA. The acquisition is expected to close in the second quarter of 2012 subject to customary closing conditions.

GGP, through its subsidiaries and affiliates, operates, manages, develops and acquires retail and other rental properties, primarily regional malls, which are predominantly located throughout the United States. GGP also holds assets in Brazil through an investment in an Unconsolidated Real Estate Affiliate (as defined below). Substantially all of our business is conducted through GGP Limited Partnership (the "Operating Partnership" or "GGPLP"). As of December 31, 2011, GGP holds approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units as defined below) of the Operating Partnership, while the remaining 1% is held by limited partners that indirectly include family members of the original stockholders of the Predecessor and certain previous contributors of properties to the Operating Partnership. The Operating Partnership also has preferred units of limited partnership interest (the "Preferred Units") outstanding.

In this Annual Report, we refer to our ownership interests in properties in which we own a majority or controlling interest and, as a result, are consolidated under accounting principles generally accepted in the United States of America ("GAAP") as the "Consolidated Properties." We also hold some properties through joint venture entities in which we own a non-controlling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties".

We operate in a single reportable segment, which we term Retail and Other, which consists of regional malls, retail centers, office and industrial buildings and mixed-use and other properties. Our portfolio of regional malls and other rental properties represents a collection of retail offerings that are targeted to a range of market sizes and consumer tastes. Our Consolidated Financial Statements, beginning on page F-1 of this Annual Report, includes financial information for our business.

A detailed listing of the principal properties in our retail portfolio is included in Item 2 of this Annual Report.

For the year ended December 31, 2011, our largest tenant (based on common parent ownership) accounted for approximately 3% of consolidated rents. Of the approximately 58 million square feet of GLA, which excludes anchor tenants (see Item 2 for anchor tenants GLA), four tenants (The GAP,

Limited Brands, Abercrombie & Fitch Stores, and Foot Locker) occupied, in the aggregate, approximately 10% of our GLA in 2011.

In addition to regional malls, as of December 31, 2011, we own 13 community shopping centers totaling 1.6 million square feet, primarily in the Western region of the United States, as well as 26 stand-alone office buildings totaling 2.2 million square feet, concentrated in Columbia, Maryland and Las Vegas, Nevada.

We also currently hold non-controlling ownership interests in a public Brazilian real estate operating company, Aliansce Shopping Centers (ticker ALSC3), and a large regional mall (Shopping Leblon) in Rio de Janeiro.

The nature and extent of the competition we face varies from property to property. Our direct competitors include other publicly-traded retail mall development and operating companies, retail real estate companies, commercial property developers and other owners of retail real estate that engage in similar businesses.

Within our portfolio of retail properties, we compete for retail tenants. We believe the principal factors that retailers consider in making their leasing decision include:

As discussed above, we own and interest in 125 of the 600 regional malls in the country with the highest sales per square foot. These malls are located in core markets defined by population density, household growth, and a high-income demographic. Approximately one of every three U.S. households with an income of greater than $100,000 a year is located within 10 miles of one of these malls. We frequently are able to offer "first-to-market" stores (the first location of a store in a particular region or city) in these core markets that enhance the reputation of our regional malls as premier shopping destinations. For example, in 2011, the first Crate and Barrel and H&M stores in Utah opened in our Fashion Place Mall.

Based on these criteria, we believe that the size and scope of our property portfolio, as well as the overall quality and attractiveness of our individual properties, enable us to compete effectively for retail tenants in our local markets. Retailers are looking to expand in the highest traffic centers, and we believe regional malls with the optimal mix of retailers, dining and entertainment options typically have high traffic. Further, over the last several years we have not seen any new major mall development and do not expect to see any new mall development in the near term based on the current pipeline.

With respect to our office and other properties, we experience competition in the development and management of our properties similar to that of our retail properties. Prospective tenants generally consider quality and appearance, amenities, location relative to other commercial activity and price in determining the attractiveness of our properties. Based on the quality and location of our properties, we believe that our properties are viewed favorably among prospective tenants.

Under various Federal, state and local laws and regulations, an owner of real estate may be liable for the costs of remediation of certain hazardous or toxic substances on such real estate. These laws may impose liability without regard to whether the owner knew of the presence of such hazardous or toxic substances. The costs of remediation may be substantial and may adversely affect the owner's ability to sell or borrow against such real estate as collateral. In connection with the ownership and operation of our properties, we, or the relevant joint venture through which the property is owned, may be potentially liable for such costs.

Substantially all of our properties have been subject to a Phase I environmental site assessment, which is intended to evaluate the environmental condition of the subject property and its surroundings. Phase I environmental assessments typically include a historical review, a public records review, a site visit and interviews, but do not include sampling or subsurface investigations.

To date, the Phase I environmental site assessments have not revealed any recognized environmental conditions that would have a material adverse effect on our overall business, financial condition or results of operations. However, it is possible that these assessments do not reveal all potential environmental liabilities or that conditions have changed since the assessment was prepared (typically, at the time the property was purchased or developed).

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Our business is to own and invest in real estate assets. The Company elected to be treated as a REIT in connection with the filing of its tax return for 2011, subject to GGP's ability to meet the requirements of a REIT at the time of election. REIT limitations restrict us from making an investment that would cause our real estate assets to be less than 75% of our total assets. In addition, at least 75% of our gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. At least 95% of our income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on those properties. Typically, we invest in or form separate legal entities to assist us in obtaining permanent financing at attractive terms. Long term financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage interest

on the property in favor of an institutional third party or as a securitized financing. For securitized financings, we create separate legal entities to own the properties. These legal entities are structured so that they would not necessarily be consolidated with us in the event we would ever become subject to a bankruptcy proceeding or liquidation. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of legal entities owning consolidated properties as part of our consolidated indebtedness.

We must comply with the covenants contained in our financing agreements. We are party to a revolving credit facility and publically traded bonds that requires us to satisfy certain affirmative and negative covenants and to meet financial ratios and tests, which may include ratios and tests based on leverage, interest coverage and net worth.

If our Board of Directors determines to seek additional capital, we may raise that capital through additional public equity offerings, public debt offerings, debt financing, creating joint ventures with existing ownership interests in properties, retention of cash flows or a combination of these methods. Our ability to retain cash flows is limited by the requirement for REITs to pay tax on or distribute 100% of their capital gains income and distribute at least 90% of their taxable income. Our desire is to avoid entity level U.S. federal income tax by distributing 100% of our capital gains and ordinary taxable income.

In 2011, we implemented our dividend reinvestment plan in which all stockholders are entitled to participate. However, we may determine to pay dividends in a combination of cash and shares of common stock. We must also take into account taxes that would be imposed on undistributed taxable income.

If our Board of Directors determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Our Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. The Plan Sponsors have preemptive rights to purchase our common stock as necessary to allow them to maintain their respective proportional ownership interest in GGP on a fully diluted basis. Any such offering could dilute a stockholder's investment in us and may make it more difficult to raise equity capital.

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and the Board of Directors, as well as written charters for each of the standing committees of the Board of Directors. In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of our Board of Directors must qualify as independent under the listing standards for NYSE companies. Any transaction between us and any director, officer or 5% stockholder must be approved pursuant to our Related Party Transaction Policy. As a result of the Plan, Brookfield is our largest stockholder.

We intend to make investments which are consistent with our qualification as a REIT, unless the Board of Directors determines that it is no longer in our best interests to so qualify as a REIT. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, or cash at our option, to holders of units of limited partnership interest in

the Operating Partnership in future periods upon exercise of such holders' rights under the Operating Partnership agreement. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate.

We intend to borrow money as part of our business, and we also may issue senior securities, purchase and sell investments, offer securities in exchange for property and repurchase or reacquire shares or other securities in the future. To the extent we engage in these activities, we will comply with applicable law.

GGP makes reports to its security holders in accordance with the NYSE rules which include financial statements certified by independent registered public accounting firms, as required by the NYSE.

We do not have policies in place with respect to making loans to other persons (other than our conflict of interest policies described above), investing in the securities of other issuers for the purpose of exercising control and underwriting the securities of other issuers, and we do not currently, and do not intend to, engage in these activities.

In April 2009, the Predecessor and certain of its domestic subsidiaries (the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the bankruptcy court of the Southern District of New York (the "Bankruptcy Court"). During the remainder of 2009 and to the Effective Date, the Debtors operated as "debtors in possession" under the jurisdiction of the Bankruptcy Court and the applicable provisions of Chapter 11. In general, as debtors in possession, we were authorized under Chapter 11 to continue to operate as an ongoing business.

On October 21, 2010, the Bankruptcy Court entered an order confirming the Plan. Pursuant to the Plan, on the Effective Date, the Predecessor merged with a wholly-owned subsidiary of New GGP, Inc. and New GGP, Inc. was re-named General Growth Properties, Inc. Also pursuant to the Plan, prepetition creditor claims were satisfied in full and equity holders received newly issued common stock in New GGP, Inc. and in Howard Hughes Corporation ("HHC"). After that distribution, HHC became a publicly-held company, majority-owned by the Predecessor's previous stockholders. GGP has no remaining interest in HHC as of the Effective Date.

On the Effective Date, the Plan Sponsors, Blackstone and Texas Teachers owned a majority of the outstanding common stock of GGP. The Predecessor common stockholders held approximately 317 million shares of GGP common stock at the Effective Date; whereas, the Plan Sponsors, Blackstone, Texas Teachers held approximately 644 million shares of GGP common stock on such date. Notwithstanding such majority ownership, the Plan Sponsors entered into certain agreements that limited their discretion with respect to affiliate, change of control and other stockholder transactions or votes. In addition, 120 million warrants (the "Warrants") to purchase our common stock were issued to the Plan Sponsors and Blackstone at exercise prices of $10.50 and $10.75 per share. The estimated $835.8 million fair value of the Warrants was recognized as a liability on the Effective Date. Subsequent to the Effective Date, changes in the fair value of the Warrants have been recognized in earnings and pursuant to the terms of the agreement, adjustments to the exercise price and conversion ratio of the Warrants have been made as of a result of stock dividends and the RPI Spin-Off.

We have comprehensive liability, fire, flood, extended coverage and rental loss with respect to our portfolio of retail properties. Our management believes that such insurance provides adequate coverage.

Qualification as a Real Estate Investment Trust and Taxability of Distributions

The Predecessor qualified as a real estate investment trust pursuant to the requirements contained in Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). The Predecessor for 2009, and the Company for 2010 and 2011, met their distribution requirements to its common stockholders as provided for in Section 857 of the Code wherein a dividend declared in October, November or December but paid in January of the following year will be considered a prior year dividend for all purposes of the Code (Note 8). The Company elected to be taxed as a REIT commencing with the taxable year beginning July 1, 2010, its date of incorporation and the Company intends to maintain REIT status, and therefore our operations will not be subject to Federal tax on its real estate investment trust taxable income. A schedule detailing the taxability of dividends for 2011, 2010 and 2009 has been presented in Note 8 to the Consolidated Financial Statements.

GGP believes that it is a domestically controlled qualified investment entity as defined by the Code. However, because its shares are publicly traded, no assurance can be given that the Company is or will continue to be a domestically controlled qualified investment entity.

By letter dated January 9, 2012, the Securities and Exchange Commission ("SEC") notified the Company that it had completed its investigation into possible violations of proscriptions on insider trading under the federal securities laws by certain former officers and directors and that the SEC does not intend to recommend any enforcement action.

Our Internet website address is www.ggp.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Interactive Data Files, Current Reports on Form 8-K and amendments to those reports are available and may be accessed free of charge through the Investment section of our Internet website under the Shareholder Info subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. Our Internet website and included or linked information on the website are not intended to be incorporated into this Annual Report. Additionally, the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549, and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at http://www.sec.gov.

Our real property investments are influenced by the regional and local economy, which may be negatively impacted by increased unemployment, industry slowdowns, lack of availability of consumer credit, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters, plant closings, and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may affect the ability of our properties to generate significant revenue.

Economic conditions, especially in the retail sector, may have an adverse effect on our revenues and available cash

Unemployment, weak income growth, tight credit and the need to pay down existing obligations may negatively impact consumer spending. Given these economic conditions, we believe there is a risk that the sales at stores operating in our malls may be adversely affected. This may hinder our ability to implement our strategies and may have an unfavorable effect on our operations and our ability to attract new tenants.

We may be unable to lease or re-lease space in our properties on favorable terms or at all

Our results of operations depend on our ability to continue to strategically lease space in our properties, including re-leasing space in properties where leases are expiring, optimizing our tenant mix or leasing properties on more economically favorable terms. Because approximately eight to nine percent of our total leases expire annually, we are continually focused on our ability to lease properties and collect rents from tenants. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. If the sales at certain stores operating in our regional malls do not improve sufficiently, tenants might be unable to pay their existing minimum rents or expense recovery charges, since these rents and charges would represent a higher percentage of their sales. If our tenants' sales do not improve, new tenants would be less likely to be willing to pay minimum rents as high as they would otherwise pay. In addition, some of our leases are fixed-rate leases, and we may not be able to collect rent sufficient to meet our costs. Because substantially all of our income is derived from rentals of real property, our income and available cash would be adversely affected if a significant number of tenants are unable to meet their obligations.

The bankruptcy or store closures of national tenants, which are tenants with chains of stores in many of our properties, may adversely affect our revenues

Our leases generally do not contain provisions designed to ensure the creditworthiness of the tenant, and in recent years a number of companies in the retail industry, including some of our tenants, have declared bankruptcy or voluntarily closed certain of their stores. We may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect our revenues.

Certain co-tenancy provisions in our lease agreements may result in reduced rent payments, which may adversely affect our operations and occupancy

Certain of our lease agreements include a co-tenancy provision which allows the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels. Therefore, if occupancy or tenancy falls below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced and may limit our ability to attract new tenants.

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

Equity real estate investments are relatively illiquid, which may limit our ability to strategically change our portfolio promptly in response to changes in economic or other conditions. In addition, significant expenditures associated with each equity investment, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. If income from a property declines while the related expenses do not decline, our income and cash available to us would be adversely affected. If it becomes necessary or desirable for us to dispose of one or more of our mortgaged properties, we might not be able to obtain a release of the lien on the mortgaged property without payment of the associated debt. The

foreclosure of a mortgage on a property or inability to sell a property could adversely affect the level of cash available to us.

Our business is dependent on perceptions by retailers and shoppers of the convenience and attractiveness of our retail properties, and our inability to maintain a positive perception may adversely affect our revenues

We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties. If retailers and shoppers perceive competing retail properties and other retailing options such as the internet to be more convenient or of a higher quality, our revenues may be adversely affected.

We redevelop and expand properties, and this activity is subject to risks due to various economic factors that are beyond our control

Capital investment to expand or redevelop our properties will be an ongoing part of our strategy going forward. In connection with such projects, we will be subject to various risks, including the following:

If redevelopment, expansion or reinvestment projects are unsuccessful, our investments in those projects may not be fully recoverable from future operations or sales.

There are numerous shopping facilities that compete with our properties in attracting retailers to lease space. In addition, retailers at our properties face continued competition from retailers at other regional malls, outlet malls and other discount shopping centers, discount shopping clubs, catalog companies, and through internet sales and telemarketing. Competition of these types could adversely affect our revenues and cash flows.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include REITs, investment banking firms and private institutional investors.

Our ability to realize our strategies and capitalize on our competitive strengths are dependent on our ability to effectively operate a large portfolio of high quality malls, maintain good relationships with our tenants and consumers, and remain well-capitalized, and our failure to do any of the foregoing could affect our ability to compete effectively in the markets in which we operate.

Some of our properties are subject to potential natural or other disasters

A number of our properties are located in areas which are subject to natural or other disasters, including hurricanes and earthquakes. Furthermore, many of our properties are located in coastal regions, and would therefore be affected by any future increases in sea levels. For example, certain of our properties are located in California or in other areas with higher risk of earthquakes.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations

Future terrorist attacks in the United States or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that our tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our new or redeveloped properties, and limit our access to capital or increase our cost of raising capital.

Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property, and may be held liable to third parties for bodily injury or property damage (investigation and/or clean-up costs) incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner's ability to sell, lease or borrow with respect to the real estate. Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with the ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

Our properties have been subjected to varying degrees of environmental assessment at various times. However, the identification of new areas of contamination, a change in the extent or known scope of contamination or changes in cleanup requirements could result in significant costs to us.

We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss and environmental insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are, however, some types of losses, including lease and other contract claims, and certain environmental conditions not discovered within the applicable policy period, which generally are not insured. If an uninsured loss or a loss in excess of

insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. If this happens, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Inflation may adversely affect our financial condition and results of operations

Should inflation increase in the future, this may have an impact on our consumers' disposable income. This may place temporary pressure on retailer sales and margins as their costs rise and we may be unable to pass the costs along to the consumer, which in turn may affect our ability to collect rents or renew spaces at higher overall rents. In addition, inflation may also impact our overall costs of operation. Many but not all of our leases have fixed amounts for recoveries and if our costs rise we may not be able to pass these costs on to our tenants. However, over the long term, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation as discussed in Item 7 below, which discussion is incorporated by reference here.

Inflation also poses a risk to us due to the possibility of future increases in interest rates. Such increases would adversely impact us due to our outstanding variable-rate debt as well as result in higher interest rates on new fixed-rate debt. In certain cases, we have previously limited our exposure to interest rate fluctuations related to a portion of our variable-rate debt by the use of interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow us to replace variable-rate debt with fixed-rate debt in order to achieve our desired ratio of variable-rate to fixed rate date. However, in an increasing interest rate environment the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new debt will also continue to increase.

We are a holding company with no operations of our own and will depend on our subsidiaries for cash

Our operations are conducted almost entirely through our subsidiaries. Our ability to make dividends or distributions in connection with being a REIT is highly dependent on the earnings of and the receipt of funds from our subsidiaries through dividends or distributions, and our ability to generate cash to meet our debt service obligations is further limited by our subsidiaries' ability to make such dividends, distributions or intercompany loans. Our subsidiaries' ability to pay any dividends or distributions to us are limited by their obligations to satisfy their own obligations to their creditors and preferred stockholders before making any dividends or distributions to us. In addition, Delaware law imposes requirements that may restrict our ability to pay dividends to holders of our common stock.

We share control of some of our properties with other investors and may have conflicts of interest with those investors

For the Unconsolidated Properties, we are required to make decisions with the other investors who have interests in the relevant property or properties. For example, the approval of certain of the other investors is required with respect to operating budgets and refinancing, encumbering, expanding or selling any of these properties, to make distributions, as well as to bankruptcy decisions related to the Unconsolidated Properties and related joint ventures. Also, the assets of Unconsolidated Properties may be used as collateral to secure loans of our joint venture partners, and the indemnity we may be entitled to from our joint venture partners could be worth less than the value of those assets. We might not have the same interests as the other investors in relation to these transactions. Accordingly, we might not be able to favorably resolve any of these issues, or we might have to provide financial or other inducements to the other investors to obtain a favorable resolution.

In addition, various restrictive provisions and rights apply to sales or transfers of interests in our jointly owned properties. As such, we might be required to make decisions about buying or selling interests in a property or properties at a time that is not desirable.

Bankruptcy of our joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties

The bankruptcy of one of the other investors in any of our jointly owned shopping malls could materially and adversely affect the relevant property or properties. Pursuant to the Bankruptcy Code, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

We own certain properties through partnerships which have arrangements in place that protect the deferred tax situation of our existing third party limited partners. Violation of these arrangements could impose costs on us. As a result, we may be restricted with respect to decisions such as financing, encumbering, expanding or selling these properties.

Several of our joint venture partners are tax-exempt. As such, they are taxable to the extent of their share of unrelated business taxable income generated from these jointly owned properties. As the manager of these joint ventures, we have obligations to avoid the creation of unrelated business taxable income at these properties. As a result, we may be restricted with respect to decisions related to the financing of and revenue generation from these properties.

We have elected to be treated as a REIT in connection with the filing of our tax return for 2010, retroactive to July 1, 2010. It is possible that we may not meet the conditions for continued qualification as a REIT. In addition, once an entity is qualified as a REIT, the Internal Revenue Code (the "Code") generally requires that such entity distribute at least 90% of its ordinary taxable income to shareholders and pay tax on or distribute 100% of its capital gains. To avoid current entity level U.S. federal income taxes, we expect to distribute 100% of our capital gains and ordinary income to shareholders annually. For 2010 we made 90% of this distribution in common stock and 10% in cash. For 2011, we made this distribution in the form of quarterly $.10 per share cash payments and the special dividend of the common stock of RPI. There can be no assurances as to the allocation between cash and common stock of our future dividends.

If, with respect to any taxable year, we fail to maintain our qualification as a REIT, we would not be allowed to deduct distributions to shareholders in computing our taxable income and federal income tax. If any of our REIT subsidiaries fail to qualify as a REIT, such failure could result in our loss of REIT status. If we lose our REIT status, corporate level income tax, including any applicable alternative minimum tax, would apply to our taxable income at regular corporate rates. As a result, the amount available for distribution to holders of equity securities that would otherwise receive dividends would be reduced for the year or years involved, and we would no longer be required to make distributions. In addition, unless we were entitled to relief under the relevant statutory provisions, we would be disqualified from treatment as a REIT for four subsequent taxable years.

An ownership limit, certain anti-takeover defenses and applicable law may hinder any attempt to acquire us

Our amended and restated certificate of incorporation and amended and restated bylaws contain the following limitations.

The ownership limit. Generally, for us to qualify as a REIT under the Code for a taxable year, not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" at any time during the last half of such taxable year. Our charter provides that no one individual may own more than 9.9% of the outstanding shares of capital stock unless our board of directors provides a waiver from the ownership restrictions, which the Investment Agreements contemplate subject to the applicable Plan Sponsor making certain representations and covenants. The Code defines "individuals" for purposes of the requirement described above to include some types of entities. However, our certificate of incorporation also permits us to exempt a person from the ownership limit described therein upon the satisfaction of certain conditions which are described in our certificate of incorporation.

Selected provisions of our charter documents. Our charter authorizes the board of directors:

Selected provisions of our bylaws. Our amended and restated bylaws contain the following limitations:

Selected provisions of Delaware law. We are a Delaware corporation, and Section 203 of the Delaware General Corporation Law applies to us. In general, Section 203 prevents an "interested stockholder" (as defined below), from engaging in a "business combination" (as defined in the statute) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

The statute defines "interested stockholder" as any person that is the owner of 15% or more of our outstanding voting stock or is an affiliate or associate of us and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination.

Each item discussed above may delay, deter or prevent a change in control of our company, even if a proposed transaction is at a premium over the then current market price for our common stock. Further, these provisions may apply in instances where some stockholders consider a transaction beneficial to them. As a result, our stock price may be negatively affected by these provisions.

Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court

Statements required to be made in the disclosure statement filed with the Bankruptcy Court in connection with the Plan, contained projected financial information and estimates of value that demonstrated the feasibility of the Plan and our Debtors' ability to continue operations upon their emergence from proceedings under the Bankruptcy Code. The information in the disclosure statement was prepared for the limited purpose of furnishing recipients with adequate information to make an informed judgment regarding acceptance of the Plan and was not prepared for the purpose of providing the basis for an investment decision relating to any of our securities. The projections and estimates of value, are expressly excluded from this Annual Report and should not be relied upon in any way or manner and should not be regarded for the purpose of this report as representations or warranties by us or any other person, as to the accuracy of such information or that any such projections or valuations will be realized. Those projections and estimates of value have not been, and will not be, updated on an ongoing basis, and they were not audited or reviewed by independent accountants. They reflected numerous assumptions concerning our anticipated future performance and with respect to prevailing and anticipated market and economic conditions that were, and remain, beyond our control. Projections and estimates of value are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive risks, and the assumptions underlying the projections and/or valuation estimates may be wrong in any material respect. Actual results may vary and may continue to vary significantly from those contemplated by the projections and/or valuation estimates. As a result, you should not rely on those projections and/or valuation estimates.

We cannot be certain that the Chapter 11 Cases will not adversely affect our operations going forward. Our bankruptcy may have affected our relationship with key employees, tenants, consumers, suppliers and communities, and our future success depends on our ability to maintain these relationships

Although we emerged from bankruptcy upon consummation of the Plan, we cannot assure you that our having been subject to bankruptcy protection will not adversely affect our operations going forward, including our ability to negotiate favorable terms from and maintain relationships with tenants, consumers, suppliers and communities. The failure to obtain such favorable terms and maintain such relationships could adversely affect our financial performance and our ability to realize our strategy.

There is a risk of investor influence over our company that may be adverse to our best interests and those of our other shareholders

The Plan Sponsors (excluding Fairholme), Blackstone and Texas Teachers still own, in the aggregate, a majority of the shares of our common stock (excluding shares issuable upon the exercise of Warrants) as of December 31, 2011. The effect of the exercise of the Warrants, representing

131,748,000 shares, or the election to receive future dividends in the form of common stock, would further increase their ownership.

Although the Plan Sponsors have entered into standstill agreements to limit their influence, the concentration of ownership of our outstanding equity in the Plan Sponsors may make some transactions more difficult or impossible without the support of the Plan Sponsors, or more likely with the support of the Plan Sponsors. The interests of any of the Plan Sponsors, any other substantial stockholder or any of their respective affiliates could conflict with or differ from our interests or the interests of the holders of our common stock. For example, the concentration of ownership held by the Plan Sponsors could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combination that may otherwise be favorable for us and the other stockholders. A Plan Sponsor, substantial stockholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. We cannot assure you that the standstill agreements can fully protect against these risks.

As long as the Plan Sponsors and any other substantial stockholder own, directly or indirectly, a substantial portion of our outstanding shares, subject to the terms of the standstill agreements and were they to act in a coordinated manner, they would be able to exert significant influence over us, including:

Some of our directors are involved in other businesses including, without limitation, real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us and our board of directors has adopted resolutions renouncing any interest or expectation in any such business opportunities. In addition, our relationship agreement with Brookfield Asset Management Inc. contains significant exclusions from Brookfield's obligation to present opportunities to us

Certain of our directors have and may in the future have interests in other real estate business activities, and may have control or influence over these activities or may serve as investment advisors, directors or officers. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, certain of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. Our board of directors has adopted resolutions applicable to our directors that expressly provide, as permitted by Section 122(17) of the DGCL, that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to or in competition with our businesses. Accordingly, we

have, and investors in our common stock should have, no expectation that we will be able to learn of or participate in such opportunities. Additionally, the relationship agreement with Brookfield Asset Management, Inc. contains significant exclusions from Brookfield Asset Management Inc.'s obligations to present opportunities to us.

Our indebtedness could adversely affect our financial health and operating flexibility

As of December 31, 2011, we have approximately $20.04 billion aggregate principal amount of indebtedness outstanding at our pro rata share, net of noncontrolling interest, which includes approximately $2.78 billion of our share of unconsolidated debt. Our indebtedness may have important consequences to us and the value of our common stock, including:

Our debt contains restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions or operate our business

The terms of certain of our debt will require us to satisfy certain customary affirmative and negative covenants and to meet financial ratios and tests, including ratios and tests based on leverage, interest coverage and net worth, or to satisfy similar tests as a precondition to incurring additional debt. We entered into a $750 million revolving credit facility in April 2011 containing such covenants and restrictions. In addition, certain of our indebtedness that was reinstated in connection with the Plan contains restrictions. The covenants and other restrictions under our debt agreements affect, among other things, our ability to:

Further, our ability to incur debt under the indentures governing the Rouse notes which are expected to remain outstanding through November 2015 (with maturities from September 2012), is determined by the calculation of several covenant tests, including ratios of secured debt to gross assets

and total debt to gross assets. We expect that Rouse and its subsidiaries may need to refinance project-level debt prior to 2015, and our ability to refinance such debt may be limited by these ratios and any potential non-compliance with the covenants may result in Rouse seeking other sources of capital, including investments from us, or may result in a default on the reinstated Rouse notes. Our current plan with respect to the 2012 maturities in to pay down the amount with available capital.

In addition, our refinanced debt contains certain terms which include restrictive operational and financial covenants, restrictions on the distribution of cash flows from properties serving as collateral for the debt and, in certain instances, higher interest rates. These fees and cash flow restrictions may affect our ability to fund our on-going operations from our operating cash flows and we may be limited in our operating and financial flexibility and, thus, may be limited in our ability to respond to changes in our business or competitive activities.

We may not be able to refinance, extend or repay our portion of indebtedness of our Unconsolidated Properties

As of December 31, 2011, our share of indebtedness secured by our Unconsolidated Properties was approximately $2.78 billion. We cannot assure you that our Unconsolidated Real Estate Affiliates will be able to support, extend, refinance or repay their debt on acceptable terms or otherwise. If we or our joint venture partners cannot service this debt, the joint venture may have to deed property back to the applicable lenders. There can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. The ability to refinance this debt is negatively affected by the current condition of the credit markets, which have significantly reduced the capacity levels of commercial lending. The ability to successfully refinance or extend this debt may also be negatively affected by our previous bankruptcy proceedings and the restructuring of the related debt, as well as the real or perceived decline in the value of our Unconsolidated Properties based on general and retail economic conditions.

We may not be able to raise capital through the sale of properties, including the strategic sale of non-core assets at prices we believe are appropriate

We desire to opportunistically sell non-core assets, such as stand-alone office buildings, community shopping centers and certain regional malls. Our ability to sell our properties to raise capital may be limited. The retail economic climate negatively affects the value of our properties and therefore reduces our ability to sell these properties on acceptable terms. Our ability to sell our properties could be affected by the availability of credit, which could increase the cost and difficulty for potential purchasers to acquire financing, as well as by the illiquid nature of real estate. For example, as part of our strategy to further delever our balance sheet in order to build liquidity and optimize our portfolio, we plan to reposition certain of our underperforming properties. If we cannot reposition these properties on terms that are acceptable to us, we may not be able to delever and realize our strategy of building liquidity and optimizing our portfolio. See "Business Risks" for a further discussion of the effects of the retail economic climate on our properties, as well as the illiquid nature of our investments in our properties.

Pursuant to the Investment Agreements, we have indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to certain taxes related to sales in the Predecessor's Master Planned Communities segment prior to March 31, 2010, in an amount up to $303.8 million as reflected in our consolidated financial statements as of December 31, 2011 and 2010. Under certain circumstances, the Company has also agreed to be responsible for interest or penalties attributable to such taxes in excess of $303.8 million.

We may make forward-looking statements in this Annual Report and in other reports which we file with the SEC. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others.

In this Annual Report, for example, we make forward-looking statements discussing our expectations about:

Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "would" or similar expressions. Forward-looking statements should not be unduly relied upon. They give our expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made and we might not update them to reflect changes that occur after the date they are made.

Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include but are not limited to:

Our investments in real estate as of December 31, 2011 consisted of our interests in the properties in our Retail and Other segment. We generally own the land underlying the properties; however, at certain of our properties, all or part of the underlying land is owned by a third party that leases the land to us pursuant to a long-term ground lease. The leases generally contain various purchase options and typically provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Information regarding encumbrances on our properties is included in Schedule III of this Annual Report.

The following sets forth certain information regarding our retail properties including regional malls and strip centers as of December 31, 2011:

Property Count	Property Name	Location(1)							Anchors

1	Ala Moana Center(2)	Honolulu, HI	100	%	2,372,434	964,285	98.5	%	Macy's, Neiman Marcus, Sears, Nordstrom
2	Apache Mall(2)	Rochester, MN	100	%	752,923	269,931	99.8	%	Herberger's, JCPenney, Macy's, Sears
3	Augusta Mall(2)	Augusta, GA	100	%	1,088,151	490,928	98.9	%	Dillard's, JCPenney, Macy's, Sears
4	Baskin Robbins	Idaho Falls, ID	100	%	1,814	1,814	100.0	%	—
5	Baybrook Mall	Friendswood (Houston), TX	100	%	1,243,183	424,346	100.0	%	Dillard's, JCPenney, Macy's, Sears
6	Bayside Marketplace(2)	Miami, FL	100	%	218,258	218,258	94.5	%	—
7	Beachwood Place	Beachwood, OH	100	%	913,729	334,149	96.8	%	Dillard's, Nordstrom, Saks Fifth Avenue
8	Bellis Fair	Bellingham (Seattle), WA	100	%	776,788	338,464	98.2	%	JCPenney, Kohl's, Macy's, Macy's Home Store, Sears, Target
9	Boise Plaza	Boise, ID	75	%	114,404	114,404	100.0	%	—
10	Boise Towne Square	Boise, ID	100	%	1,213,366	423,418	89.6	%	Dillard's, JCPenney, Macy's, Sears, Kohl's
11	Brass Mill Center	Waterbury, CT	100	%	1,179,961	396,066	93.6	%	Burlington Coat Factory, JCPenney, Macy's, Sears
12	Burlington Town Center(2)	Burlington, VT	100	%	354,394	153,024	89.6	%	Macy's
13	Capital Mall	Jefferson City, MO	100	%	550,343	317,266	79.1	%	Dillard's, JCPenney, Sears
14	Coastland Center(2)	Naples, FL	100	%	923,486	333,096	90.1	%	Dillard's, JCPenney, Macy's, Sears
15	Columbia Bank Drive Thru	Towson (Baltimore), MD	100	%	17,000	17,000	100.0	%	—
16	Columbia Mall	Columbia, MO	100	%	736,807	315,747	95.5	%	Dillard's, JCPenney, Sears, Target
17	Columbiana Centre	Columbia, SC	100	%	825,984	267,007	98.1	%	Belk, Dillard's, JCPenney, Sears
18	Coral Ridge Mall	Coralville (Iowa City), IA	100	%	1,076,055	524,890	96.0	%	Dillard's, JCPenney, Sears, Target, Younkers
19	Coronado Center(2)	Albuquerque, NM	100	%	1,149,271	403,246	97.7	%	JCPenney, Kohl's, Macy's, Sears, Target
20	Crossroads Center	St. Cloud, MN	100	%	890,802	367,360	99.0	%	JCPenney, Macy's, Sears, Target
21	Cumberland Mall	Atlanta, GA	100	%	1,032,110	384,126	94.3	%	Costco, Macy's, Sears
22	Deerbrook Mall	Humble (Houston), TX	100	%	1,207,794	554,254	98.1	%	Dillard's, JCPenney, Macy's, Sears
23	Eastridge Mall WY	Casper, WY	100	%	567,494	277,698	76.5	%	JCPenney, Macy's, Sears, Target
24	Eastridge Mall CA	San Jose, CA	100	%	1,300,572	628,311	98.2	%	JCPenney, Macy's, Sears
25	Eden Prairie Center	Eden Prairie (Minneapolis), MN	100	%	1,135,549	404,046	98.5	%	Kohl's, Sears, Target, Von Maur, JCPenney
26	Fallbrook Center(2)	West Hills (Los Angeles), CA	100	%	856,387	856,387	88.2	%	—
27	Fashion Place(2)	Murray, UT	100	%	1,083,735	435,201	97.7	%	Dillard's, Nordstrom, Sears
28	Fashion Show	Las Vegas, NV	100	%	1,891,725	665,110	99.5	%	Bloomingdale's Home, Dillard's, Macy's, Neiman Marcus, Nordstrom, Saks Fifth Avenue
29	Foothills Mall	Fort Collins, CO	100	%	747,679	287,753	65.9	%	Macy's, Sears
30	Fort Union(2)	Midvale (Salt Lake City), UT	100	%	32,968	32,968	56.2	%	—
31	Four Seasons Town Centre	Greensboro, NC	100	%	1,087,379	445,363	91.4	%	Belk, Dillard's, JCPenney
32	Fox River Mall	Appleton, WI	100	%	1,213,642	618,728	92.7	%	JCPenney, Macy's, Sears, Target, Younkers
33	Fremont Plaza(2)	Las Vegas, NV	100	%	54,076	54,076	73.7	%	—
34	Glenbrook Square	Fort Wayne, IN	100	%	1,226,628	449,758	95.9	%	JCPenney, Macy's, Sears
35	Governor's Square(2)	Tallahassee, FL	100	%	1,021,845	330,240	96.2	%	Dillard's, JCPenney, Macy's, Sears
36	Grand Teton Mall	Idaho Falls, ID	100	%	627,146	209,947	99.8	%	Dillard's, JCPenney, Macy's, Sears
37	Greenwood Mall	Bowling Green, KY	100	%	844,996	415,943	92.1	%	Dillard's, JCPenney, Macy's, Sears
38	Harborplace(2)	Baltimore, MD	100	%	149,066	149,066	90.9	%	—
39	Hulen Mall	Ft. Worth, TX	100	%	964,158	367,588	99.6	%	Dillard's, Macy's, Sears
40	Jordan Creek Town Center	West Des Moines, IA	100	%	1,307,241	724,314	99.4	%	Dillard's, Younkers

Property Count	Property Name	Location(1)							Anchors

41	Lakeside Mall	Sterling Heights, MI	100	%	1,507,867	487,149	81.1	%	JCPenney, Lord & Taylor, Macy's, Macy's Mens & Home, Sears
42	Lincolnshire Commons	Lincolnshire (Chicago), IL	100	%	118,562	118,562	100.0	%	—
43	Lockport Mall	Lockport, NY	100	%	90,734	90,734	100.0	%	—
44	Lynnhaven Mall	Virginia Beach, VA	100	%	1,291,445	640,053	98.9	%	Dillard's, JCPenney, Macy's
45	Mall Of Louisiana	Baton Rouge, LA	100	%	1,564,881	615,632	99.2	%	Dillard's, JCPenney, Macy's, Sears
46	Mall Of The Bluffs	Council Bluffs (Omaha, NE), IA	100	%	701,355	375,133	72.6	%	Dillard's, Sears
47	Mall St. Matthews(2)	Louisville, KY	100	%	1,017,018	501,313	98.1	%	Dillard's, Dillard's Men's & Home, JCPenney
48	Market Place Shopping Center	Champaign, IL	100	%	952,049	416,303	96.7	%	Bergner's, JCPenney, Macy's, Sears
49	Mayfair	Wauwatosa (Milwaukee), WI	100	%	1,517,129	615,230	99.1	%	Boston Store, Macy's
50	Meadows Mall	Las Vegas, NV	100	%	945,518	308,665	98.5	%	Dillard's, JCPenney, Macy's, Sears
51	Mondawmin Mall	Baltimore, MD	100	%	436,442	371,125	92.1	%	—
52	Newgate Mall(2)	Ogden (Salt Lake City), UT	100	%	723,675	377,795	84.4	%	Dillard's, Sears
53	North Point Mall	Alpharetta (Atlanta), GA	100	%	1,375,757	385,349	97.6	%	Dillard's, JCPenney, Macy's, Sears, Von Maur
54	North Star Mall	San Antonio, TX	100	%	1,245,713	516,391	99.5	%	Dillard's, Macy's, Saks Fifth Avenue, JCPenney
55	Northridge Fashion Center	Northridge (Los Angeles), CA	100	%	1,510,884	641,072	96.3	%	JCPenney, Macy's, Sears
56	Northtown Mall	Spokane, WA	100	%	1,044,187	490,936	84.3	%	JCPenney, Kohl's, Macy's, Red Fox, Sears
57	Oak View Mall	Omaha, NE	100	%	862,348	258,088	93.8	%	Dillard's, JCPenney, Sears, Younkers
58	Oakwood Center	Gretna, LA	100	%	791,436	277,408	98.0	%	Dillard's, JCPenney, Sears
59	Oakwood Mall	Eau Claire, WI	100	%	812,588	397,744	93.2	%	JCPenney, Macy's, Sears, Younkers
60	Oglethorpe Mall	Savannah, GA	100	%	943,564	406,980	95.6	%	Belk, JCPenney, Macy's, Sears
61	Oxmoor Center(2)	Louisville, KY	100	%	924,802	357,592	95.8	%	Macy's, Sears, Von Maur
62	Paramus Park	Paramus, NJ	100	%	755,035	295,978	94.7	%	Macy's, Sears
63	Park City Center	Lancaster (Philadelphia), PA	100	%	1,441,169	541,272	93.0	%	Bon Ton, Boscov's, JCPenney, Kohl's, Sears
64	Park Place	Tucson, AZ	100	%	1,058,540	477,083	94.1	%	Dillard's, Macy's, Sears
65	Peachtree Mall	Columbus, GA	100	%	817,992	309,377	93.9	%	Dillard's, JCPenney, Macy's
66	Pecanland Mall	Monroe, LA	100	%	944,320	328,884	98.0	%	Belk, Dillard's, JCPenney, Sears, Burlington Coat Factory
67	Pembroke Lakes Mall	Pembroke Pines (Fort Lauderdale	100	%	1,132,073	350,798	93.4	%	Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears
68	Pine Ridge Mall(2)	Pocatello, ID	100	%	636,213	198,226	74.8	%	JCPenney, Sears, Shopko
69	Pioneer Place(2)	Portland, OR	100	%	652,400	315,495	91.3	%	—
70	Plaza 800(2)	Sparks (Reno), NV	100	%	72,431	72,431	83.9	%	—
71	Prince Kuhio Plaza(2)	Hilo, HI	100	%	503,836	317,416	96.9	%	Macy's, Sears
72	Providence Place(2)	Providence, RI	100	%	1,263,412	749,721	96.3	%	JCPenney, Macy's, Nordstrom
73	Provo Towne Centre(2)(3)	Provo, UT	75	%	792,056	300,337	88.4	%	Dillard's, JCPenney, Sears
74	Red Cliffs Mall	St. George, UT	100	%	440,376	148,041	92.9	%	Dillard's, JCPenney, Sears
75	Regency Square Mall	Jacksonville, FL	100	%	1,435,444	556,443	74.1	%	Belk, Dillard's, JCPenney, Sears
76	Ridgedale Center	Minnetonka, MN	100	%	1,028,121	325,741	91.7	%	JCPenney, Macy's, Sears
77	River Hills Mall	Mankato, MN	100	%	716,950	353,008	95.5	%	Herberger's, JCPenney, Sears, Target
78	Rivertown Crossings	Grandville (Grand Rapids), MI	100	%	1,179,948	544,323	92.5	%	JCPenney, Kohl's, Macy's, Sears, Younkers
79	Rogue Valley Mall	Medford (Portland), OR	100	%	638,396	281,412	90.8	%	JCPenney, Kohl's, Macy's, Macy's Home Store
80	Salem Center(2)	Salem, OR	100	%	631,824	193,824	83.5	%	JCPenney, Kohl's, Macy's, Nordstrom
81	Sooner Mall	Norman, OK	100	%	472,721	205,816	100.0	%	Dillard's, JCPenney, Sears
82	Southlake Mall	Morrow (Atlanta), GA	100	%	1,012,506	272,254	91.6	%	Macy's, Sears
83	Southshore Mall(2)	Aberdeen, WA	100	%	273,289	139,514	62.6	%	JCPenney, Sears

Property Count	Property Name	Location(1)							Anchors

84	Southwest Plaza	Littleton (Denver), CO	100	%	1,362,497	636,949	90.1	%	Dillard's, JCPenney, Macy's, Sears
85	Spokane Valley Mall(3)	Spokane, WA	75	%	857,890	346,758	93.5	%	JCPenney, Macy's, Sears
86	Staten Island Mall	Staten Island, NY	100	%	1,277,367	523,186	96.6	%	Macy's, Sears, JCPenney
87	Stonestown Galleria	San Francisco, CA	100	%	908,378	425,771	99.1	%	Macy's, Nordstrom
88	The Crossroads	Portage (Kalamazoo), MI	100	%	770,563	267,603	96.2	%	Burlington Coat Factory, JCPenney, Macy's, Sears
89	The Gallery At Harborplace	Baltimore, MD	100	%	398,019	131,904	95.2	%	—
90	The Grand Canal Shoppes	Las Vegas, NV	100	%	498,258	463,844	98.2	%	—
91	The Maine Mall(2)	South Portland, ME	100	%	1,005,783	507,277	96.0	%	JCPenney, Macy's, Sears
92	The Mall In Columbia	Columbia, MD	100	%	1,400,909	600,741	98.3	%	JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears
93	The Parks At Arlington	Arlington (Dallas), TX	100	%	1,510,366	697,564	100.0	%	Dillard's, Jcpenney, Macy's, Sears
94	The Shoppes At Buckland Hills	Manchester, CT	100	%	1,038,151	525,540	92.0	%	JCPenney, Macy's, Macy's Mens & Home, Sears
95	The Shoppes At The Palazzo	Las Vegas, NV	100	%	269,818	185,075	97.9	%	Barneys New York
96	The Shops At Fallen Timbers	Maumee, OH	100	%	590,280	328,778	96.3	%	Dillard's, JCPenney
97	The Shops at La Cantera(3)	San Antonio, TX	75	%	1,279,056	582,386	98.1	%	Dillard's, Macy's, Neiman Marcus, Nordstrom
98	The Streets At Southpoint(3)	Durham, NC	100	%	1,332,425	606,078	99.2	%	Hudson Belk, JCPenney, Macy's, Nordstrom, Sears
99	The Village of Cross Keys	Baltimore, MD	100	%	290,141	74,172	93.2	%	—
100	The Woodlands Mall	Woodlands (Houston), TX	100	%	1,355,051	572,662	99.6	%	Dillard's, JCPenney, Macy's, Sears
101	Town East Mall	Mesquite (Dallas), TX	100	%	1,225,608	416,222	99.2	%	Dillard's, JCPenney, Macy's, Sears
102	Tucson Mall(2)	Tucson, AZ	100	%	1,258,472	605,014	94.9	%	Dillard's, JCPenney, Macy's, Sears
103	Tysons Galleria	McLean (Washington, D.C.), VA	100	%	812,615	300,682	91.5	%	Macy's, Neiman Marcus, Saks Fifth Avenue
104	Valley Plaza Mall	Bakersfield, CA	100	%	1,175,121	518,153	98.8	%	JCPenney, Macy's, Sears, Target
105	Visalia Mall	Visalia, CA	100	%	437,840	180,840	89.1	%	JCPenney, Macy's
106	West Oaks Mall	Ocoee (Orlando), FL	100	%	1,066,134	411,345	73.6	%	Dillard's, JCPenney, Sears
107	Westlake Center	Seattle, WA	100	%	102,859	102,859	90.4	%	—
108	White Marsh Mall	Baltimore, MD	100	%	965,750	439,740	95.3	%	JCPenney, Macy's, Macy's Home Store, Sears
109	Willowbrook	Wayne, NJ	100	%	1,523,081	493,021	98.7	%	Bloomingdale's, Lord & Taylor, Macy's, Sears
110	Woodbridge Center	Woodbridge, NJ	100	%	1,654,921	669,886	95.7	%	JCPenney, Lord & Taylor, Macy's, Sears
111	Woodlands Village	Flagstaff, AZ	100	%	91,810	91,810	87.4	%

					99,487,512	42,598,084

Property Count	Property Name	Location(2)

1	Animas Valley Mall	Farmington, NM
2	Bayshore Mall	Eureka, CA
3	Birchwood Mall	Port Huron (Detroit), MI
4	Cache Valley Mall	Logan, UT
5	Chula Vista Center	Chula Vista (San Diego), CA
6	Collin Creek	Plano, TX
7	Colony Square Mall	Zanesville, OH
8	Gateway Mall	Springfield, OR
9	Knollwood Mall	St. Louis Park (Minneapolis), MN
10	Lakeland Square	Lakeland (Orlando), FL
11	Lansing Mall	Lansing, MI
12	Mall St. Vincent	Shreveport-Bossier City, LA
13	Newpark Mall	Newark (San Francisco), CA
14	North Plains Mall	Clovis, NM
15	Pierre Bossier Mall	Bossier City (Shreveport), LA
16	Sikes Senter	Wichita Falls, TX
17	Silver Lake Mall	Coeur d' Alene, ID
18	Southland Center	Taylor, MI
19	Southland Mall	Hayward, CA
20	Spring Hill Mall	West Dundee (Chicago), IL
21	Steeplegate Mall	Concord, NH
22	The Boulevard Mall	Las Vegas, NV
23	The Mall at Sierra Vista	Sierra Vista, AZ
24	Three Rivers Mall	Kelso, WA
25	Valley Hills Mall NC	Hickory, NC
26	Vista Ridge	Lewisville (Dallas), TX
27	Washington Park Mall	Bartlesville, OK
28	West Valley	Tracy (San Francisco), CA
29	Westwood Mall	Jackson, MI
30	White Mountain Mall	Rock Springs, WY

Property Count	Property Name	Location(1)							Anchors

1	Alderwood	Lynnwood (Seattle), WA	50	%	1,283,496	577,598	98.1	%	JCPenney, Macy's, Nordstrom, Sears
2	Altamonte Mall	Altamonte Springs (Orlando), FL	50	%	1,152,556	474,008	94.9	%	Dillard's, JCPenney, Macy's, Sears
3	Bridgewater Commons	Bridgewater, NJ	35	%	992,710	396,038	98.0	%	Bloomingdale's, Lord & Taylor, Macy's
4	Carolina Place	Pineville (Charlotte), NC	50	%	1,156,021	382,519	98.4	%	Belk, Dillard's, JCPenney, Macy's, Sears
5	Center Point Plaza(3)	Las Vegas, NV	50	%	144,635	70,299	98.2	%	—
6	Christiana Mall	Newark, DE	50	%	1,108,330	467,018	99.5	%	JCPenney, Macy's, Nordstrom, Target
7	Clackamas Town Center	Happy Valley, OR	50	%	1,367,055	592,213	97.9	%	JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears
8	First Colony Mall	Sugar Land, TX	50	%	1,121,123	502,075	98.1	%	Dillard's, Dillard's Men's & Home, JCPenney, Macy's
9	Florence Mall	Florence (Cincinnati, OH), KY	50	%	957,443	405,036	93.8	%	JCPenney, Macy's, Macy's Home Store, Sears
10	Galleria At Tyler(2)	Riverside, CA	50	%	1,025,419	557,211	96.7	%	JCPenney, Macy's, Nordstrom
11	Glendale Galleria(2)	Glendale, CA	50	%	1,463,221	515,430	95.3	%	JCPenney, Macy's, Nordstrom, Target
12	Kenwood Towne Centre(2)	Cincinnati, OH	50	%	1,157,137	515,816	97.2	%	Dillard's, Macy's, Nordstrom
13	Lake Mead & Buffalo(3)	Las Vegas, NV	50	%	150,948	64,991	96.6	%	—
14	Mizner Park(2)	Boca Raton, FL	50	%	519,293	177,330	85.1	%	—
15	Natick Mall	Natick (Boston), MA	50	%	1,188,247	477,027	95.7	%	JCPenney, Lord & Taylor, Macy's, Sears
16	Natick West	Natick (Boston), MA	50	%	501,947	265,517	96.5	%	Neiman Marcus, Nordstrom
17	Neshaminy Mall	Bensalem, PA	50	%	1,019,284	412,295	94.3	%	Boscov's, Macy's, Sears
18	Northbrook Court	Northbrook (Chicago), IL	50	%	1,012,594	476,317	98.1	%	Lord & Taylor, Macy's, Neiman Marcus
19	Oakbrook Center	Oak Brook (Chicago), IL	48	%	2,215,826	790,956	97.2	%	Bloomingdale's Home, Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears
20	Otay Ranch Town Center	Chula Vista (San Diego), CA	50	%	652,164	512,164	97.9	%	Macy's
21	Owings Mills Mall	Owings Mills, MD	50	%	1,411,117	438,017	52.8	%	JCPenney, Macy's
22	Park Meadows	Lone Tree, CO	35	%	1,576,098	753,098	99.0	%	Dillard's, JCPenney, Macy's, Nordstrom
23	Perimeter Mall	Atlanta, GA	50	%	1,568,651	515,377	91.8	%	Bloomingdale's, Dillard's, Macy's, Nordstrom
24	Pinnacle Hills Promenade	Rogers, AR	50	%	979,219	360,344	98.0	%	Dillard's, JCPenney, Target
25	Plaza Frontenac	St. Louis, MO	55	%	482,843	222,130	97.5	%	Neiman Marcus, Saks Fifth Avenue,
26	Quail Springs Mall	Oklahoma City, OK	50	%	1,138,802	450,949	99.3	%	Dillard's, JCPenney, Macy's, Sears
27	Riverchase Galleria	Hoover (Birmingham), AL	50	%	1,583,238	509,318	92.8	%	Belk, Belk Home Store, JCPenney, Macy's, Sears
28	Saint Louis Galleria	St. Louis, MO	74	%	1,178,700	464,648	96.1	%	Dillard's, Macy's, Nordstrom
29	Stonebriar Centre	Frisco (Dallas), TX	50	%	1,651,695	786,503	99.3	%	Dillard's, JCPenney, Macy's, Nordstrom, Sears
30	The Oaks Mall	Gainesville, FL	51	%	897,759	339,892	97.2	%	Belk, Dillard's, JCPenney, Macy's, Sears
31	The Shoppes At River Crossing	Macon, GA	50	%	694,595	361,376	99.4	%	Belk, Dillard's
32	Towson Town Center	Towson, MD	35	%	999,086	579,957	95.9	%	Macy's, Nordstrom
33	The Trails Village Center(3)	Las Vegas, NV	50	%	174,644	—	95.4	%	—
34	Village Of Merrick Park(2)	Coral Gables, FL	40	%	838,019	406,756	87.3	%	Neiman Marcus, Nordstrom
35	Water Tower Place	Chicago, IL	52	%	774,812	389,875	97.3	%	Macy's
36	Westroads Mall	Omaha, NE	51	%	1,070,253	540,851	97.0	%	JCPenney, Von Maur, Younkers
37	Whaler's Village	Lahaina, HI	50	%	105,627	105,627	97.1	%	—
38	Willowbrook Mall	Houston, TX	50	%	1,399,439	415,067	97.2	%	Dillard's, JCPenney, Macy's, Macy's Mens, Sears

					38,714,046	16,271,643

We also currently hold a non-controlling ownership interest in a public Brazilian real estate operating company, Aliansce Shopping centers, and a large regional mall (Shopping Leblon) in Rio de Janeiro. On January 29, 2010, our Brazilian joint venture, Aliansce Shopping Centers S.A. ("Aliansce"), commenced trading on the Brazilian Stock Exchange, or BM&FBovespa, as a result of an initial public offering of Aliansce's common shares in Brazil (the "Aliansce IPO"). Our ownership interest in Aliansce was diluted from 49% to approximately 31% as a result of the stock sold in the Aliansce IPO.

Aliansce Count	Property Name(1)	Location

1	Bangu Shopping	Rio de Janeiro, Rio de Janeiro	31	%	562,263	562,263	99.9	%
2	Boulevard Brasilia	Brasilia, Brazil	16	%	182,007	182,007	94.4	%
3	Boulevard Shopping Belem	Belem, Brazil	24	%	370,084	370,084	98.8	%
4	Boulevard Shopping Belo Horizonte	Belo Horizonte, Minas Gerais	22	%	463,020	463,020	91.6	%
5	Boulevard Shopping Campina Grande	Campina Grande, Paraiba	24	%	186,216	186,216	100.0	%
6	Boulevard Shopping Campos	Campose dos Goytacazes	31	%	204,514	204,514	95.4	%
7	Carioca Shopping	Rio de Janeiro, Rio de Janeiro	31	%	252,952	252,952	100.0	%
8	Caxias Shopping	Rio de Janeiro, Rio de Janeiro	28	%	275,556	275,556	98.6	%
9	Santana Parque Shopping	Sao Paulo, Sao Paulo	16	%	285,233	285,233	97.6	%
10	Shopping Grande Rio	Rio de Janeiro, Rio de Janeiro	8	%	395,789	395,789	98.7	%
11	Shopping Iguatemi Salvador	Salvador, Bahia	17	%	670,592	670,592	99.6	%
12	Shopping Santa Ursula	Ribeirao Preto, Brazil	12	%	249,712	249,712	93.6	%
13	Shopping Taboao	Taboao da Serra, Sao Paulo	25	%	383,195	383,195	99.9	%
14	SuperShopping Osasco	Sao Paulo, Sao Paulo	12	%	188,659	188,659	96.2	%
15	Via Parque Shopping	Rio de Janeiro, Rio de Janeiro	22	%	611,412	611,412	99.4	%

The following table sets forth certain information regarding the mortgages and other indebtedness encumbering our properties and also our unsecured corporate debt. Substantially all of the mortgage and property related debt is nonrecourse to us. The following table includes mortgage debt related to properties that were part of the RPI Spin-Off as such mortgage debt is included in our Consolidated Financial Statements.

Property(2)	Ownership			Proportionate Balance(1)			Balloon Pmt at Maturity		Coupon Rate

	(Dollars in thousands)
*Fixed Rate*
Consolidated Property Level
Provo Towne Center		75	%	$	39,282	2012	$	39,130	5.75%
Spokane Valley Mall		75	%		39,282	2012		39,130	5.75%
The Mall In Columbia		100	%		400,000	2012		400,000	5.83%
The Shoppes at Buckland Hills		100	%		156,643	2012		154,958	4.92%
The Streets at Southpoint		94	%		216,179	2012		215,066	5.36%
Lakeland Square		100	%		51,877	2013		49,647	5.12%
Meadows Mall		100	%		97,282	2013		93,631	5.45%
Pembroke Lakes Mall		100	%		122,418	2013		118,449	4.94%
Senate Plaza		100	%		11,345	2013		10,956	5.71%
West Oaks		100	%		66,043	2013		63,539	5.25%
Bayside Marketplace		100	%		76,714	2014		74,832	7.50%
Bayside Marketplace (Bond)		100	%		3,575	2014		1,255	5.75%
Crossroads Center (MN)		100	%		79,621	2014		74,943	4.73%
Cumberland Mall		100	%		101,714	2014		99,219	7.50%
Eden Prairie Mall		100	%		75,251	2014		69,893	4.67%
Fashion Place		100	%		137,736	2014		130,124	5.30%
Fort Union		100	%		2,446	2014		2,180	4.40%
Governor's Square		100	%		72,830	2014		71,043	7.50%
Jordan Creek Town Center		100	%		175,309	2014		164,537	4.57%
Lansing Mall		100	%		20,796	2014		16,593	9.35%
Mall St. Matthews		100	%		136,845	2014		129,452	4.81%
Newgate Mall		100	%		38,621	2014		36,028	4.84%
Newpark Mall		100	%		64,943	2014		60,487	7.45%
North Point Mall		100	%		206,221	2014		195,971	5.48%
Oak View Mall		100	%		81,569	2014		79,569	7.50%
Oakwood Center		100	%		46,777	2014		45,057	4.38%
Pecanland Mall		100	%		52,779	2014		48,586	4.28%
Prince Kuhio Plaza		100	%		35,162	2014		32,793	3.45%
Rogue Valley Mall		100	%		25,171	2014		23,607	7.85%
Southland Mall		100	%		75,706	2014		70,709	3.62%
Steeplegate Mall		100	%		73,699	2014		68,272	4.94%
The Gallery at Harborplace		100	%		61,712	2014		58,024	7.89%
The Grand Canal Shoppes		100	%		371,808	2014		346,723	4.78%
Town East Mall		100	%		97,981	2014		91,387	3.46%
Tucson Mall		100	%		113,630	2014		106,556	4.26%
Visalia Mall		100	%		37,566	2014		34,264	3.78%
West Valley Mall		100	%		50,770	2014		46,164	3.43%
Woodbridge Center		100	%		195,752	2014		181,464	4.24%
Woodlands Village		100	%		6,190	2014		5,518	4.40%
10000 West Charleston		100	%		20,667	2015		19,016	7.88%
Boise Towne Plaza		100	%		10,266	2015		9,082	4.70%
Burlington Town Center		100	%		25,255	2015		23,360	5.03%
Coastland Center		100	%		114,586	2015		110,204	7.50%

Property(2)	Ownership						Coupon Rate

	(Dollars in thousands)
Coral Ridge Mall		100	%	86,425	2015	83,120	7.50%
Hulen Mall		100	%	107,168	2015	96,621	5.03%
Lynnhaven Mall		100	%	225,246	2015	203,367	5.05%
North Star Mall		100	%	219,329	2015	199,315	4.43%
Paramus Park		100	%	98,860	2015	90,242	4.86%
Peachtree Mall		100	%	85,146	2015	77,085	5.08%
Regency Square Mall		100	%	87,195	2015	75,797	3.59%
The Shops at La Cantera		75	%	123,760	2015	117,345	5.95%
Baybrook Mall		100	%	165,081	2016	156,329	7.50%
Bayshore Mall		100	%	29,355	2016	24,704	7.13%
Brass Mill Center		100	%	113,171	2016	93,347	4.55%
Collin Creek		100	%	63,586	2016	54,423	6.78%
Coronado Center		100	%	160,419	2016	135,704	5.08%
Eastridge (WY)		100	%	37,150	2016	31,252	5.08%
Glenbrook Square		100	%	168,254	2016	141,325	4.91%
Harborplace		100	%	48,769	2016	44,547	5.79%
Lakeside Mall		100	%	169,797	2016	144,451	4.28%
Lincolnshire Commons		100	%	27,363	2016	24,629	5.98%
Pine Ridge Mall		100	%	25,048	2016	21,071	5.08%
Red Cliffs Mall		100	%	23,806	2016	20,026	5.08%
Ridgedale Center		100	%	168,929	2016	149,112	4.86%
The Maine Mall		100	%	205,128	2016	172,630	4.84%
The Parks At Arlington		100	%	170,908	2016	161,847	7.50%
Three Rivers Mall		100	%	20,393	2016	17,155	5.08%
Valley Hills Mall		100	%	53,603	2016	46,302	4.73%
Valley Plaza Mall		100	%	88,849	2016	75,790	3.90%
Vista Ridge Mall		100	%	75,768	2016	64,660	6.87%
Washington Park Mall		100	%	11,476	2016	9,988	5.35%
White Marsh Mall		100	%	182,595	2016	163,196	5.62%
Willowbrook Mall (NJ)		100	%	150,575	2016	129,003	6.82%
Augusta Mall		100	%	170,419	2017	145,438	5.49%
Beachwood Place		100	%	229,909	2017	190,177	5.60%
Columbia Mall		100	%	87,982	2017	77,540	6.05%
Eastridge (CA)		100	%	165,806	2017	143,626	5.79%
Four Seasons Town Centre		100	%	92,882	2017	72,532	5.60%
Knollwood Plaza		100	%	38,093	2017	31,113	5.35%
Mall of Louisiana		100	%	225,321	2017	191,409	5.81%
Market Place Shopping Center		100	%	103,623	2017	91,325	6.05%
Oglethorpe Mall		100	%	134,184	2017	115,990	4.89%
Sikes Senter		100	%	58,397	2017	48,194	5.20%
Stonestown Galleria		100	%	211,249	2017	183,227	5.79%
Tysons Galleria		100	%	248,636	2017	214,755	5.72%
Ala Moana Center		100	%	1,300,157	2018	1,091,485	5.59%
Fallbrook Center		100	%	83,129	2018	71,473	6.14%
River Hills Mall		100	%	78,239	2018	67,269	6.14%
Sooner Mall		100	%	58,679	2018	50,452	6.14%
The Boulevard Mall		100	%	100,754	2018	72,881	4.27%
The Gallery at Harborplace—Other		100	%	12,288	2018	190	6.05%
10450 West Charleston Blvd		100	%	3,603	2019	53	6.84%
Bellis Fair		100	%	93,882	2019	82,395	5.23%
Park City Center		100	%	195,740	2019	172,224	5.34%
Southlake Mall		100	%	97,935	2019	77,877	6.44%
Deerbrook Mall		100	%	152,656	2021	127,934	5.25%
Fashion Show—Other		100	%	5,537	2021	1,577	6.06%

Property(2)	Ownership			Proportionate Balance(1)			Balloon Pmt at Maturity		Coupon Rate

	(Dollars in thousands)
Fox River Mall		100	%		185,835	2021		156,373	5.46%
Northridge Fashion Center		100	%		248,738	2021		207,503	5.10%
Oxmoor Center		100	%		94,396	2021		79,217	5.37%
Park Place		100	%		198,468	2021		165,815	5.18%
Providence Place		100	%		378,364	2021		320,526	5.65%
Rivertown Crossings		100	%		167,829	2021		141,356	5.52%
Westlake Center—Land		99	%		2,413	2021		2,413	12.06%
Boise Towne Square		100	%		139,650	2023		106,372	4.79%
Staten Island Mall		100	%		271,541	2023		206,942	4.77%
The Woodlands		100	%		268,047	2023		207,057	5.04%
Providence Place—Other		100	%		43,007	2028		2,381	7.75%
Provo Town Center Land		75	%		2,250	2095		37	10.00%

Total				$	13,032,809		$	11,452,929	5.44%

Unconsolidated Property Level
Clackamas Town Center		50	%	$	100,000	2012	$	100,000	6.05%
Florence Mall		71	%		64,700	2012		63,783	4.95%
Glendale Galleria		50	%		179,986	2012		177,133	4.93%
Oakbrook Center		47	%		95,376	2012		93,427	5.12%
Pinnacle Hills Promenade		50	%		70,000	2012		70,000	5.57%
Riverchase Galleria		50	%		152,500	2012		152,500	5.65%
Stonebriar Mall		50	%		78,595	2012		76,785	5.23%
The Oaks Mall		51	%		52,020	2012		52,020	5.74%
Westroads Mall		51	%		45,518	2012		45,518	5.74%
Altamonte Mall		50	%		75,000	2013		75,000	5.05%
Bridgewater Commons		35	%		44,323	2013		43,143	5.27%
Plaza Frontenac		55	%		28,967	2013		28,283	7.00%
Towson Town Center		35	%		62,289	2013		61,393	3.86%
Carolina Place		50	%		73,126	2014		68,211	4.60%
Alderwood		50	%		127,700	2015		120,409	6.65%
Quail Springs Mall		50	%		35,806	2015		33,432	6.74%
Center Pointe Plaza		50	%		6,428	2017		5,570	6.31%
Saint Louis Galleria		74	%		165,814	2017		139,096	4.86%
First Colony Mall		50	%		92,500	2019		84,473	4.50%
Natick Mall		50	%		225,000	2019		209,699	4.60%
Christiana Mall		50	%		117,495	2020		108,697	5.10%
Kenwood Towne Center		75	%		162,331	2020		137,191	5.37%
Water Tower Place		52	%		101,466	2020		83,850	4.85%
Northbrook Court		50	%		65,500	2021		56,811	4.25%
Village of Merrick Park		40	%		73,417	2021		62,398	5.73%
Whaler's Village		50	%		40,000	2021		40,000	5.42%
Willowbrook Mall (TX)		50	%		106,538	2021		88,965	5.13%
Galleria at Tyler		50	%		99,881	2023		76,716	5.05%
Lake Mead and Buffalo		50	%		2,539	2023		27	7.20%
Park Meadows		35	%		126,000	2023		112,734	4.60%
Trails Village Center		50	%		7,033	2023		78	8.21%

Total				$	2,677,848		$	2,467,342	5.19%

Total Fixed—Property Level				$	15,710,657		$	13,920,271	5.39%

Property(2)	Ownership			Proportionate Balance(1)			Balloon Pmt at Maturity		Coupon Rate

	(Dollars in thousands)
Consolidated Corporate
Rouse Bonds—1995 Indenture		100	%	$	349,472	2012	$	349,472	7.20%
Rouse Bonds—1995 Indenture		100	%		91,786	2013		91,786	5.38%
Rouse Bonds—2006 Indenture		100	%		600,054	2013		600,054	6.75%
Arizona Two (HHC)		100	%		25,248	2015		573	4.41%
Rouse Bonds—2010 Indenture		100	%		608,688	2015		608,688	6.75%

Total				$	1,675,248		$	1,650,573	6.73%

Total Fixed Rate Debt				$	17,385,905		$	15,570,844	5.52%

*Variable Rate*
Consolidated Property Level
Oakwood Center		100	%	$	46,777	2014	$	45,057	2.52%
Animas Valley Mall		100	%		43,451	2016		38,604	3.52%
Birchwood Mall		100	%		46,924	2016		41,689	3.52%
Cache Valley Mall		100	%		28,623	2016		25,430	3.52%
Colony Square Mall		100	%		28,212	2016		25,065	3.52%
Columbiana Centre		100	%		103,800	2016		92,220	3.52%
Foothills Mill		100	%		38,682	2016		34,367	3.52%
Grand Teton Mall		100	%		50,733	2016		45,074	3.52%
Mall At Sierra Vista		100	%		23,335	2016		20,732	3.52%
Mall Of The Bluffs		100	%		25,909	2016		23,018	3.52%
Mayfair		100	%		297,065	2016		263,926	3.52%
Mondawmin Mall		100	%		72,556	2016		64,462	3.52%
North Plains Mall		100	%		13,160	2016		11,692	3.52%
North Town Mall		100	%		89,565	2016		79,573	3.52%
Oakwood		100	%		81,591	2016		72,490	3.52%
Pierre Bossier		100	%		41,439	2016		36,817	3.52%
Pioneer Place		100	%		157,792	2016		140,189	3.52%
Salem Center		100	%		37,416	2016		33,242	3.52%
Silver Lake Mall		100	%		13,078	2016		11,619	3.52%
Southwest Plaza		100	%		106,375	2016		94,508	3.52%
Spring Hill Mall		100	%		52,611	2016		46,742	3.52%
The Shops at Fallen Timbers		100	%		46,992	2016		41,749	3.52%
Westwood Mall		100	%		27,019	2016		24,005	3.52%
White Mountain Mall		100	%		10,596	2016		9,414	3.52%
Fashion Show		100	%		624,453	2017		538,366	3.27%
The Shoppes At The Palazzo		100	%		241,327	2017		208,058	3.27%

Total				$	2,349,481		$	2,068,108	3.41%

Consolidated Corporate
Junior Subordinated Notes Due 2041		100	%	$	206,200	2041	$	206,200	Libor + 145 bps

Total Variable Rate Debt				$	2,555,681		$	2,274,308	3.27%

Total Fied and Variable Rate Debt(3)				$	19,941,586		$	17,845,152	5.23%

Anchors have traditionally been a major component of a regional shopping center. Anchors are frequently department stores whose merchandise appeals to a broad range of shoppers. Anchors generally either own their stores, the land under them and adjacent parking areas, or enter into long-term leases at rates that are generally lower than the rents charged to mall store tenants. We also typically enter into long-term reciprocal agreements with anchors that provide for, among other things, mall and anchor operating covenants and anchor expense participation. The centers in the Retail Portfolio receive a smaller percentage of their operating income from anchors than from stores (other than anchors) that are typically specialty retailers who lease space in the structure including, or attached to, the primary complex of buildings that comprise a shopping center. While the market share of many traditional department store anchors has been declining, strong anchors continue to play an important role in maintaining customer traffic and making the centers in the Retail Portfolio desirable locations for mall store tenants.

The following table indicates various lease expiration information related to the consolidated regional malls, community centers and office buildings owned and excludes properties transferred to RPI, properties classified as discontinued operations and properties held for disposition. The table also excludes expirations and rental revenue from temporary tenants and tenants that pay percent in lieu rent. See "Note 3—Summary of Significant Accounting Policies" to the consolidated financial statements for our accounting policies for revenue recognition from our tenant leases and "Note 10—Rentals Under Operating Leases" to the consolidated financial statements for the future minimum rentals of our operating leases for the consolidated properties.

See Item 1 "Narrative Description of Business" for information regarding our other properties (office, industrial and mixed-use buildings).

Other than certain remaining claims related to or arising from our Chapter 11 cases described in this Annual Report (see Note 17 to the Consolidated Financial Statements), neither the Company nor any of the Unconsolidated Real Estate Affiliates is currently involved in any material pending legal proceedings nor, to our knowledge, is any material legal proceeding currently threatened against the Company or any of the Unconsolidated Real Estate Affiliates.

In October 2004, certain limited partners (the "Urban Plaintiffs") of Urban Shopping Centers, L.P. ("Urban") filed a lawsuit against Urban's general partner, Head Acquisition, L.P. ("Head"), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head's general partners (collectively, the "Urban Defendants"), in Circuit Court in Cook County, Illinois. The Predecessor, GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages, equitable relief and injunctive relief, the last of which would require the Urban Defendants, including the Predecessor and its affiliates, to engage in certain future transactions through the Urban Partnership. The case is currently in expert discovery; certain fact discovery matters are on appeal to the Illinois Supreme Court. John Schreiber, one of our directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that is adverse to us. While we do not believe that this litigation will have a material adverse effect on us, we are disclosing its existence due to Mr. Schreiber's interest in the case.

Pursuant to the Investment Agreements, the Successor has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million. Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million. As a result of this indemnity, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability. We have accrued $303.8 million as of December 31, 2011 and 2010 related to the tax indemnification liability. In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheet as of December 31, 2011 and $19.7 million as of December 31, 2010. The aggregate liability of $325.4 million represents management's best estimate of our liability as of December 31, 2011, which will be periodically evaluated in the aggregate. We do not expect to make any payments on the tax indemnification liability within the next 12 months.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

On April 16, 2009, the Predecessor's common stock was suspended from trading on the New York Stock Exchange (the "Exchange"). On April 17, 2009, the Predecessor's common stock began trading on the Pink Sheets under the symbol GGWPQ. The Predecessor's common stock was delisted from the Exchange on May 21, 2009. On February 24, 2010, the Predecessor's common stock was relisted on the Exchange. On November 5, 2010, GGP common stock and HHC common stock began trading on a "when issued basis" and such stock began regular trading on November 10, 2010 following the effectiveness of the Plan and the issuance of such stock. As of February 17, 2012, our common stock was held by 3,449 stockholders of record.

The following table summarizes the quarterly high and low bid quotations prices per share of our common stock as reported on the Pink Sheets between April 17, 2009 and February 24, 2010 and by the high and low sales prices on the Exchange for all other periods. The Pink Sheet quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

On May 4, 2011, we purchased shares of our common stock on the New York Stock Exchange through a private purchase (Note 11). In addition, on August 8, 2011, our Board of Directors authorized the Company to repurchase up to $250 million of its common stock. During the year ended December 31, 2011, we have purchased 5,247,580 shares at a weighted average price of $12.53 per share for a total of $65.7 million.

The following table provides the information with respect to the stock repurchases made by GGP during the year ended December 31, 2011.

See Note 13 for information regarding shares of our common stock that may be issued under our equity compensation plans as of December 31, 2011, Note 11 for information regarding redemptions of the common units of GGP Limited Partnership held by limited partners (the "Common Units") for common stock and Note 18 for information regarding the previous issuance of common stock related to the Contingent Stock Agreement.

The following line graph sets forth the cumulative total returns on a $100 investment in each of our Common Stock, S&P 500 and the National Association of REIT—Equity REITs for the period of November 10, 2010 (the first trading day following the Effective Date) through December 31, 2011.

Comparison of 14 Month Cumulative Total Return
Assumes Initial Investment of $100
December 2011

The following table sets forth selected financial data which is derived from, and should be read in conjunction with, the Consolidated Financial Statements and the related Notes and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Annual Report. As the Investment Agreements and consummation of the Plan on November 9, 2010 (Note 2 and 4) triggered the application of acquisition accounting on the Effective Date, the results presented in the following table for the year ended December 31, 2010 have been presented separately for the Predecessor and Successor companies. In addition, the distribution of the HHC Businesses on the Effective Date results in such businesses being classified as discontinued operations in the Predecessor financial information and being excluded in the Successor financial information.

	Successor						Predecessor

	Year Ended December 31, 2011			Period from November 10, 2010 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
	(In thousands, except per share amounts)
OPERATING DATA
Revenues	$	2,742,942		$	409,117		$	2,362,955		$	2,829,964		$	3,005,373		$	2,821,290
Depreciation and amortization		(979,328	)		(136,207	)		(561,861	)		(694,139	)		(704,176	)		(599,969	)
Provisions for impairment		(64,337	)		—			(4,516	)		(393,076	)		(63,376	)		(2,583	)
Other operating expenses		(1,106,348	)		(187,747	)		(893,616	)		(1,133,749	)		(1,060,146	)		(1,134,765	)
Interest expense, net		(956,148	)		(138,448	)		(1,257,751	)		(1,281,136	)		(1,305,215	)		(1,183,368	)
Warrant liability adjustment		55,042			(205,252	)		—			—			—			—
Reorganization items		—			—			(339,314	)		118,872			—			—
(Provision for) benefit from income taxes		(9,256	)		8,909			60,456			(6,570	)		(7,820	)		304,388
Equity in income (loss) of unconsolidated affiliates		2,898			(504	)		21,857			32,843			57,088			89,949

(Loss) income from continuing operations		(314,535	)		(250,132	)		(611,790	)		(526,991	)		(78,272	)		294,942
Income (loss) from discontinued operations		7,654			(5,952	)		(600,618	)		(777,725	)		96,746			52,456
Allocation to noncontrolling interests		(6,291	)		1,868			26,650			20,027			(13,755	)		(73,756	)

Net (loss) income available to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)	$	4,719		$	273,642

Basic (loss) earnings per share:
Continuing operations	$	(0.34	)	$	(0.26	)	$	(1.89	)	$	(1.62	)	$	(0.35	)	$	1.15
Discontinued operations		0.01			(0.01	)		(1.85	)		(2.49	)		0.37			0.27

Total basic earnings per share	$	(0.33	)	$	(0.27	)	$	(3.74	)	$	(4.11	)	$	0.02		$	1.42

Diluted (loss) earnings per share:
Continuing operations	$	(0.38	)	$	(0.26	)	$	(1.89	)	$	(1.62	)	$	(0.35	)	$	1.15
Discontinued operations		0.01			(0.01	)		(1.85	)		(2.49	)		0.37			0.27

Total diluted earnings per share	$	(0.37	)	$	(0.27	)	$	(3.74	)	$	(4.11	)	$	0.02		$	1.42

Dividends declared per share(1)(2)(3)	$	0.83		$	0.38		$	—		$	0.19		$	1.50		$	1.85

REAL ESTATE PROPERTY NET OPERATING INCOME(4)	$	2,171,089		$	317,318		$	1,879,238		$	2,241,805		$	2,394,158		$	2,218,373
FUNDS FROM OPERATIONS(5)	$	908,153		$	(81,750	)	$	694,427		$	610,426		$	885,202		$	1,083,439
CASH FLOW DATA(6)
Operating activities	$	502,802		$	(358,607	)	$	41,018		$	871,266		$	556,441		$	707,416
Investing activities		485,423			63,370			(89,160	)		(334,554	)		(1,208,990	)		(1,780,932	)
Financing activities		(1,436,664	)		(221,051	)		931,345			(51,309	)		722,008			1,075,911

The Company emerged from Chapter 11 on November 9, 2010, which we refer to as the Effective Date. The structure of the Plan Sponsors' investments triggered the application of the acquisition method of accounting. The acquisition method of accounting was applied at the Effective Date and, therefore, the Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010, the Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2011 and for the period from November 10, 2010 to December 31, 2010, and the Consolidated Statement of Cash Flows and the Consolidated Statement of Equity for the year ended December 31, 2011 and for the period from November 10, 2010 to December 31, 2010 reflect the revaluation of the Predecessor's assets and liabilities to fair value as of the Effective Date. Certain elements of our financial statements were significantly changed by these adjustments, such as depreciation which is calculated on revalued property and equipment and amortization of above and below market leases and other intangibles which is also calculated on revalued assets and liabilities. The results for the Successor and Predecessor are based on different bases of accounting. Due to the increased depreciation in operating expenses and the net decrease of revenues due to the amortization of above and below market leases and straight-line rent, certain line items of the Predecessor's and Successor's statements of operations are not directly comparable.

We present NOI, as defined below, in this Annual Report as supplemental measures of our performance that are not required by, or presented in accordance with GAAP. We believe that NOI is a useful supplemental measures of our operating performance. NOI is defined as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, property maintenance costs, marketing, other property expenses and provision for doubtful accounts). Other real estate companies may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other real estate companies.

Because NOI excludes general and administrative expenses, interest expense, impairment or other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, reorganization items, strategic initiatives, provision for income taxes and discontinued operations, we believe that NOI provides performance measures that, when compared year over year, reflect the revenues and expenses directly associated with owning and operating regional shopping malls and the impact on operations from trends in occupancy rates, rental rates and operating costs. These measures thereby provide an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss) attributable to common stockholders. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

In addition, management believes that NOI provides useful information to the investment community about our operating performance. However, due to the exclusions noted above, NOI should only be used as supplemental measures of our financial performance and not as an alternative to GAAP operating income (loss) or net income (loss) attributable to common stockholders.

	Successor						Predecessor

	Year Ended December 31, 2011			Period from November 10, 2010 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
	(In thousands)
Real Estate Property Net Operating Income:	$	2,171,089		$	317,318		$	1,879,238		$	2,241,805		$	2,394,158		$	2,218,373
Unconsolidated properties		(368,848	)		(53,958	)		(313,129	)		(366,644	)		(374,354	)		(337,933	)
Management fees and other corporate revenues		61,173			8,887			54,351			75,304			96,069			117,835
Property management and other costs		(205,759	)		(29,837	)		(136,787	)		(170,455	)		(180,773	)		(194,076	)
General and administrative		(36,003	)		(22,262	)		(24,895	)		(47,440	)		(54,590	)		(40,269	)
Strategic initiatives		—			—			—			(46,882	)		(2,951	)		—
Litigation benefit (provision)		—			—			—			—			57,131			(89,225	)
Provisions for impairment		(64,337	)		—			(4,516	)		(393,076	)		(63,376	)		(2,583	)
Depreciation and amortization		(979,328	)		(136,207	)		(561,861	)		(694,139	)		(704,176	)		(599,969	)
Noncontrolling interest in NOI of consolidated properties and other		14,942			1,222			10,561			10,527			10,537			11,820

Operating income	$	592,929		$	85,163		$	902,962		$	609,000		$	1,177,675		$	1,083,973

Consistent with real estate industry and investment community practices, we use FFO as a supplemental measure of our operating performance. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) attributable to common stockholders computed in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains or losses from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and after adjustments for the preceding items in our unconsolidated partnerships and joint ventures. We believe our definition of FFO is consistent with the definition of FFO as established by NAREIT.

We consider FFO a useful supplemental measure and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. FFO does not include real estate depreciation and amortization required by GAAP since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides investors with a clearer view of our operating performance. FFO is not a measurement of our financial performance under GAAP and should not be considered as an alternative to revenues, operating income (loss), net income (loss) attributable to common stockholders or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

In order to provide a better understanding of the relationship between FFO and net income (loss) attributable to common stockholders, a reconciliation of FFO to net income (loss) attributable to common stockholders has been provided.

	Successor						Predecessor

	Year Ended December 31, 2011			Period from November 10, 2010 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
	(In thousands)
FFO(1)	$	908,153		$	(81,750	)	$	694,427		$	610,426		$	885,202		$	1,083,439
Depreciation and amortization of capitalized real estate costs		(1,167,799	)		(163,086	)		(672,544	)		(826,083	)		(831,247	)		(733,821	)
(Loss) gain on dispositions		16,559			(4,976	)		(1,129,711	)		957			55,044			42,745
Noncontrolling interest in depreciation of consolidated joint ventures and other		9,339			382			4,129			3,684			3,330			3,199
Provision for impairment excluded from FFO		(63,421	)		—			(4,516	)		(230,787	)		(3,951	)		—
Provision for impairment excluded from FFO of discontinued operations		(4,045	)		—			(62,640	)		(801,023	)		(48,165	)		—
Redeemable noncontrolling interests		2,212			4,044			36,352			31,370			(927	)		(58,552	)
Depreciation and amortization of discontinued operations		(14,170	)		(8,830	)		(51,255	)		(73,233	)		(54,567	)		(63,368	)

Net (loss) income attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)	$	4,719		$	273,642

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references to numbered Notes are to specific footnotes to our Consolidated Financial Statements included in this Annual Report and whose descriptions are incorporated into the applicable response by reference. The following discussion should be read in conjunction with such Consolidated Financial Statements and related Notes. Capitalized terms used, but not defined, in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") have the same meanings as in such Notes.

Our primary business is to own, manage, lease and develop regional malls. The substantial majority of our properties are located in the United States; however, we also own interests in regional malls and property management activities (through unconsolidated joint ventures) in Brazil. As of December 31, 2011, we are the owner, either entirely or with joint venture partners, of 136 regional malls in 41 states (excluding properties held for sale and properties included in the RPI Spin-Off). We provide management and other services to substantially all of our properties, including properties which we own through joint venture arrangements and which are unconsolidated for GAAP purposes. Our management operating philosophies and strategies are the same whether the properties are consolidated or unconsolidated.

On December 20, 2011, the Board of Directors approved RPI Spin-Off, which included a 30-mall wholly owned portfolio, in the form of a special dividend. On January 12, 2012, we distributed our shares in RPI to the GGP shareholders of record as of the close of business on December 30, 2011.

GGP shareholders were entitled to receive approximately 0.0375 shares of RPI common stock held as of December 30, 2011. Subsequent to the spin-off we retained an approximately 1% interest in RPI. These properties are presented as part of continuing operations in the Consolidated Financial Statements and will be reclassified to discontinued operations when the spin-off is completed.

In 2011, we embarked on a strategy to execute transactions to achieve our long-term strategy of enhancing the quality of our portfolio and maximizing total returns for our shareholders. We improved the overall quality of our portfolio by selling non-core assets and executing the completion of the RPI Spin-Off on January 12, 2012. In addition, in certain circumstances, we sold or transferred properties to the mortgage holder of non-recourse debt through deed in lieu transactions which we believe were in the best interests of our shareholders. During 2011, we successfully completed transactions promoting our long-term strategy as summarized below:

As a result of our efforts in 2011, our portfolio now has sales in excess of $500 per square foot. We will continue to evaluate other opportunities to improve our portfolio. Our total portfolio pro rata Core NOI increased 2.4% from $2.18 billion in 2010 to $2.23 billion in 2011 as a result of increased rents and recoveries as well as an increase in overage rents while expenses remained relatively flat. Our Core FFO increased 7.8% from $869.2 million in 2010 to $937.0 million in 2011 (see below in "Core NOI and Core FFO Reconciliation" for definition of Core NOI and Core FFO). Core FFO increases are a result of the increases in Core NOI as well as a decrease in pro rata interest expense as a result of amortization of debt and improved terms of refinancing transactions completed in 2011.

We seek to increase long-term NOI growth through proactive management and leasing of our regional malls. Our leasing strategy is to identify and provide the right stores and the appropriate merchandise for each of our regional malls. We believe that the most significant operating factor affecting incremental cash flow and NOI is increased rents earned from tenants at our properties. These rental revenue increases are primarily achieved by:

The following table summarizes selected operating statistics for our portfolio of regional malls:

To provide a more meaningful comparison between annual periods, we have aggregated the Predecessor operations results for 2010 with the Successor 2010 results. All of the following results include RPI, as it was classified in continuing operations for all periods presented.

	Successor						Predecessor

	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1 through November 9, 2010			Year Ended December 31, 2010			$ Change			% Change
	(In thousands)
Property revenues:
Minimum rents	$	1,738,246		$	255,599		$	1,522,703		$	1,778,302		$	(40,056	)		(2.3	)
Tenant recoveries		794,378			108,994			690,292			799,286			(4,908	)		(0.6	)
Overage rents		67,309			19,691			34,540			54,231			13,078			24.1
Other, including noncontrolling interests		66,894			14,724			50,508			65,232			1,662			2.5

Total property revenues		2,666,827			399,008			2,298,043			2,697,051			(30,224	)		(1.1	)%

Property operating expenses:
Real estate taxes		254,253			35,712			217,270			252,982			1,271			0.5
Property maintenance costs		110,052			20,030			89,551			109,581			471			0.4
Marketing		38,447			12,300			24,185			36,485			1,962			5.4
Other property operating costs		455,611			67,135			385,325			452,460			3,151			0.7
Provision for doubtful accounts		6,223			471			15,603			16,074			(9,851	)		(61.3	)

Total property operating expenses		864,586			135,648			731,934			867,582			(2,996	)		(0.3	)

Net operating income	$	1,802,241		$	263,360		$	1,566,109		$	1,829,469		$	(27,228	)		(1.5	)%

Certain non-cash components of net operating income:
Straight-line rent	$	(86,255	)	$	(2,910	)	$	(28,320	)	$	(31,230	)	$	(55,025	)		176.2
Above- and below-market tenant leases, net		133,119			16,105			(5,797	)		10,308			122,811			1,191.4
Above- and below-market ground rent expense, net		5,983			829			4,626			5,455			528			9.7
Real estate tax stabilization agreement		6,312			899			3,368			4,267			2,045			47.9

Total		59,159			14,923			(26,123	)		(11,200	)		70,359			(628.2	)

Core net operating income	$	1,861,400		$	278,283		$	1,539,986		$	1,818,269		$	43,131			2.4	%

The base minimum rents have increased due to a net increase in contractual rental rates and an increase in permanent occupancy within our regional malls. The changes in straight-line rent and above-and below-market leases, net reflect the impact of the application of acquisition accounting in the fourth quarter of 2010. Lease termination income decreased due to fewer lease terminations.

Tenant recoveries decreased $4.9 million for the year ended December 31, 2011 primarily due to a decrease of $3.3 million in marketing and promotional revenue and a $0.7 million decrease in HVAC revenue as well as the impact of gross deals signed in prior years.

Overage rents increased $13.1 million for the year ended December 31, 2011 primarily due to increased tenant sales in 2011.

Other revenue, including noncontrolling interests, increased $1.7 million primarily due to advertising and promotion revenue.

Real estate taxes increased $1.3 million for the year ended December 31, 2011 primarily due to the amortization of an intangible asset related to real estate taxes at one property, which was partially offset by a favorable real estate tax settlement that resulted in lower expense in 2010.

Marketing increased $2.0 million for the year ended December 31, 2011 primarily due to increased marketing efforts related to internal and external advertising, which was partially offset by a decrease in national advertising.

Other property operating costs increased $3.2 million for the year ended December 31, 2011 primarily due to a $10.5 million increase in utilities and a $3.3 million increase in outside professional services, which are partially offset by a $11.5 million decrease in payroll, benefits and incentive compensation.

The provision for doubtful accounts decreased $9.9 million for the year ended December 31, 2011 primarily due to improved collections of outstanding accounts receivable during 2011. In addition, the provision was higher in 2010 as the result of tenant bankruptcies and weaker economic conditions.


(MARK ONE)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Delaware (State or other jurisdiction of incorporation or organization)		27-2963337 (I.R.S. Employer Identification Number)
110 N. Wacker Dr., Chicago, IL (Address of principal executive offices)		60606 (Zip Code)

Title of Each Class:		Name of Each Exchange on Which Registered:

Common Stock, $.01 par value		New York Stock Exchange


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Property Count	Property Name	Location(2)

1	Austin Bluffs Plaza	Colorado Springs, CO
2	Grand Traverse	Traverse City, MI
3	Orem Plaza State/Center Street	Orem, UT
4	River Pointe Plaza	West Jordan (Salt Lake City), UT
5	University Crossing	Orem, UT

Item No.

	Part I
1.	Business	1
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	20
2.	Properties	20
3.	Legal Proceedings	32
4.	Mine Safety Disclosures	32
	Part II
5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
6.	Selected Financial Data	36
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	39
7A.	Quantitative and Qualitative Disclosures About Market Risk	57
8.	Financial Statements and Supplementary Data	57
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
9A.	Controls and Procedures	57
9B.	Other Information	60
	Part III
10.	Directors, Executive Officers and Corporate Governance	60
11.	Executive Compensation	60
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	60
13.	Certain Relationships and Related Transactions, and Director Independence	61
14.	Principal Accountant Fees and Services	61
	Part IV
15.	Exhibits and Financial Statement Schedules	61
Signatures		62
Consolidated Financial Statements		F-1
Consolidated Financial Statement Schedule		F-65
Exhibit Index		S-1

Other	Property Name(1)	Location

16	Shopping Leblon	Rio de Janeiro, Rio de Janeiro	35	%	249,227	249,227	98.8	%

					5,530,431	5,530,431

	Stock Price

Quarter Ended	High		Low
2011
December 31	$	15.19	$	10.68
September 30		17.43		11.64
June 30		16.85		14.81
March 31		16.24		14.13
2010
December 31	$	16.50	$	13.30
September 30*		15.67		12.36
June 30*		16.84		13.16
March 31*		17.28		8.58

Declaration Date	Record Date	Payment Date	Amount

2011
December 20	December 30	January 12, 2012(a)	$	0.43
November 7	December 30	January 13, 2012		0.10
July 29	October 14	October 31		0.10
April 26	July 15	July 29		0.10
March 29	April 15	April 29		0.10
2010
December 20	December 30	January 27, 2011(b)	$	0.38

Period				Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

				(In thousands)
August 18 - 26, 2011	2,046,940	13.15	2,046,940		223,092
September 1 - 22, 2011	2,273,172	12.46	2,273,172		194,770
October 3 - 5, 2011	927,468	11.33	927,468		184,261



General Growth Properties, Inc.	Return %		(10.98	)	0.00	8.53	(27.07	)	25.81
	Cum $	100.00	89.02		89.01	96.61	70.45		88.63
S&P 500 Index—Total Returns	Return %		3.95		5.92	0.10	(13.86	)	11.81
	Cum $	100.00	103.95		110.11	110.22	94.94		106.15
National Association of REIT's—Equity Reits	Return %		2.27		7.48	2.88	(15.06	)	15.24
	Cum $	100.00	102.27		109.92	113.09	96.06		110.70

	As of December 31,

	2011		2010		2009		2008		2007
	(In thousands)
BALANCE SHEET DATA
Investment in real estate assets—cost	$	27,610,311	$	28,293,864	$	30,329,415	$	31,733,578	$	30,449,086
Total assets		29,518,151		32,367,379		28,149,774		29,557,330		28,814,319
Total debt		17,335,706		18,047,957		24,456,017		24,756,577		24,282,139
Redeemable preferred noncontrolling interests		120,756		120,756		120,756		120,756		223,677
Redeemable common noncontrolling interests		103,039		111,608		86,077		379,169		2,135,224
Stockholders' equity		8,483,329		10,079,102		822,963		1,836,141		(314,305	)

December 31, 2011(1)	Rents per square foot(2)					Tenant Sales(4)

Consolidated Properties	$	65.12		94.30	%	$	492
Unconsolidated Properties	$	70.14		95.40	%	$	537

Total Domestic Portfolio	$	66.58		94.60	%	$	505
December 31, 2010(1)
Consolidated Properties	$	63.63		93.10	%	$	458
Unconsolidated Properties	$	69.31		94.70	%	$	493

Total Domestic Portfolio	$	65.25		93.50	%	$	468
% Change
Consolidated Properties		2.34	%	1.29	%		7.42	%
Unconsolidated Properties		1.20	%	0.74	%		8.92	%

Total Domestic Portfolio		2.04	%	1.18	%		7.91	%

	Successor						Predecessor

	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1 through November 9, 2010		Year Ended December 31, 2010			$ Change			% Change
	(In thousands)
Components of Minimum rents
Base minimum rents	$	1,767,226		$	266,552		$	1,469,601	$	1,736,153		$	31,073			1.8	%
Lease termination income		17,884			2,242			18,985		21,227			(3,343	)		(15.7	)
Straight-line rent		86,255			2,910			28,320		31,230			55,025			176.2
Above- and below-market tenant leases, net		(133,119	)		(16,105	)		5,797		(10,308	)		(122,811	)		1,191.4

Total Minimum rents	$	1,738,246		$	255,599		$	1,522,703	$	1,778,302		$	(40,056	)		(2.3	)%

	Successor				Predecessor

	Year Ended December 31, 2011		Period from November 10 through December 31, 2010		Period from January 1 through November 9, 2010		Year Ended December 31, 2010		$ Change			% Change
	(In thousands)
Net Operating Income	$	1,802,241	$	263,360	$	1,566,109	$	1,829,469	$	(27,228	)		(1.5	)%

Year	Total Minimum Rent		Total Minimum Rent Expiring					Total Area Square Feet Expiring

	(in thousands)		(in thousands)					(in thousands)
2012	$	1,337,195	$	48,473	3.6	%	2,453		5,982
2013		1,267,646		44,186	3.5	%	1,713		5,754
2014		1,143,619		50,937	4.5	%	1,474		6,388
2015		1,003,459		55,325	5.5	%	1,344		6,171
2016		860,472		68,954	8.0	%	1,255		7,130
2017		710,858		55,950	7.9	%	1,032		6,131
2018		557,687		50,280	9.0	%	879		4,980
2019		428,504		38,022	8.9	%	590		4,330
2020		329,819		37,586	11.4	%	525		4,053
2021		222,279		44,780	20.1	%	571		3,116
Subsequent		426,118		322,474	75.7	%	560		11,483