8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)

June 27, 2012

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34948	27-2963337
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification
incorporation)		Number)

110 N. Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices)  (Zip Code)

(312) 960-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

General Growth Properties, Inc. (the “Company”) is re-issuing in an updated format its historical financial statements in connection with Accounting Standards Codification (ASC) 205-20, “Presentation of Financial Statements — Discontinued Operations.”  During the three months ended March 31, 2012, the Company completed the sale of two operating properties and the spin-off of Rouse Properties, Inc. which included 30 operating properties, each of which qualifies as discontinued operations, and in compliance with ASC 205-20 has reported revenue, expenses and net gains from the sale of these properties as discontinued operations for each of the periods presented in its Quarterly Report on Form 10-Q, filed May 9, 2012.  In addition, in the first quarter of 2012, the Company revised its intent with respect to four properties previously classified as held for sale.  As the properties no longer met the criteria for held for sale treatment, and in compliance with ASC 205-20, the Company reclassified these four properties as held for use and as continuing operations for all periods presented in its Quarterly Report on Form 10-Q, filed May 9, 2012.  Under SEC requirements, the same reclassifications are required by ASC 205-20 for previously issued annual financial statements for each of the three years shown in the Company’s last annual report on Form 10-K, if those financials are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale.  These reclassifications have no effect on the Company’s previously reported net loss attributable to Common Stockholders.

This report on Form 8-K updates Items 1, 1A, 2, 6, 7, 7A, 8 and 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, to reflect these reclassifications during the three months ended March 31, 2012, and to address recent comments received from the SEC staff primarily impacting Item 1A and Item 7. All other items of the Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K, except to the extent expressly provided above.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit No.	Description
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to General Growth Properties, Inc.
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II L.L.C.
23.3	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP-TRS L.L.C.
99.1	Form 10-K, Item 1. Business
	Form 10-K, Item 1A. Risk Factors
	Form 10-K, Item 2. Properties
	Form 10-K, Item 6. Selected Financial Data

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	Form 10-K, Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Form 10-K, Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
	Form 10-K, Item 8. Financial Statements and Supplementary Data
	Form 10-K, Item 15. Exhibits and Financial Statement Schedules
101	The following financial information from General Growth Properties, Inc’s. Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Conso1idated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections (filed herewith).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL GROWTH PROPERTIES, INC.
	/s/ Michael B. Berman
	Michael B. Berman
	Chief Financial Officer
Date: June 27, 2012

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EXHIBIT INDEX

Exhibit Number	Name
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to General Growth Properties, Inc.
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II L.L.C.
23.3	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP-TRS L.L.C.
99.1	Form 10-K, Item 1. Business
	Form 10-K, Item 1A. Risk Factors
	Form 10-K, Item 2. Properties
	Form 10-K, Item 6. Selected Financial Data
	Form 10-K, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Form 10-K, Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Form 10-K, Item 8. Financial Statements and Supplementary Data
	Form 10-K, Item 15. Exhibits and Financial Statement Schedules
101	The following financial information from General Growth Properties, Inc’s. Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Conso1idated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections (filed herewith).

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-170889 on Form S-8 of our reports dated February 29, 2012 (June 27, 2012 as to the effects of the 2012 discontinued operations described in Note 5), relating to the consolidated financial statements of General Growth Properties, Inc., (which report expresses an unqualified opinion on those consolidated financial statements and includes an explanatory paragraph regarding the Company’s financial statements including assets, liabilities, and a capital structure with carrying values not comparable with prior periods) and the consolidated financial statement schedule of the Company, appearing in this Current Report on Form 8-K of General Growth Properties, Inc.

/s/ Deloitte & Touche LLP

Chicago, Illinois

June 27, 2012

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Members

GGP/Homart II L.L.C.

We consent to the incorporation by reference in the registration statement (No. 333-170889) on Form S-8 of General Growth Properties, Inc. of our report dated February 27, 2012, with respect to the consolidated balance sheets of GGP/Homart II L.L.C. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in capital, and cash flows for each of the years in the three-year period ended December 31, 2011 (not presented separately herein), which report appears in the Form 8-K of General Growth Properties, Inc. dated June 27, 2012.

/s/ KPMG LLP

Chicago, Illinois

June 27, 2012

EX-23.3

Exhibit 23.3

The Members

GGP-TRS L.L.C.

We consent to the incorporation by reference in the registration statement (No. 333-170889) on Form S-8 of General Growth Properties, Inc. of our report dated February 27, 2012, with respect to the consolidated balance sheets of GGP-TRS L.L.C. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in members’ capital, and cash flows for each of the years in the three-year period ended December 31, 2011 (not presented separately herein), which report appears in the Form 8-K of General Growth Properties, Inc. dated June 27, 2012.

/s/ KPMG LLP

Chicago, Illinois

June 27, 2012

EX-99.1

Exhibit 99.1

PART I

ITEM 1.   BUSINESS

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.  The consolidated financial information presented herein includes RPI in discontinued operations for all periods presented and unless otherwise indicated, the description of our regional malls and related metrics herein exclude RPI for all periods presented.

Our Company and Strategy

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:

·Ala Moana in Honolulu, Hawaii

·Fashion Show in Las Vegas, Nevada

·Natick Mall in Natick (Boston), Massachusetts

·Tyson’s Galleria in Tysons, Virginia.

·Park Meadows in Lone Tree (Denver), Colorado

·Water Tower Place in Chicago, Illinois

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 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:

·located in markets or communities that have experienced, and expect to continue to experience, positive demographic trends, such as above-average levels of employment and disposable income;

·high and relatively stable occupancy levels comprised of a balanced mix of anchor and in-line retailers subject to long-term leases, restaurants and other amenities; and

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·professionally managed by an on-site team dedicated to maintaining and improving the mall’s operations and competitive advantages.

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

Transactions

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

·decreased our borrowing costs and lengthened our overall remaining term-to-maturity by refinancing $2.6 billion of mortgage notes;

·approved the spin-off to our shareholders of 30 Class B regional malls in the form of a special taxable dividend of shares of RPI.  The transaction was consummated on January 12, 2012 and decreased our outstanding mortgage notes by $1.1 billion;

·sold, or transferred to the mortgage holder, whole or partial interests in approximately 11.5 million square feet of gross leasable area comprised of regional malls for $879.7 million including property level debt of $752.1 million;

·acquired whole or partial interests in approximately 2.45 million square feet of gross leasable area comprised of regional malls, anchor pads and big box stores, for approximately $168.4 million, including the assumption of $34.7 million of property-level debt;

·formed a joint venture partnership with Kimco Realty to redevelop Owings Mills Mall in Owings Mills, Maryland, a one-million square foot regional mall;

·opened 28 new anchor/big boxes totaling approximately 920,000 square feet and three department stores totaling 402,000 square feet; and

·formed a joint venture partnership with the Canada Pension Plan Investment Board (CPP) to purchase Plaza Frontenac in Frontenac (St. Louis), Missouri.  We contributed St. Louis Galleria to the joint venture and CPP contributed $83.0 million in cash.

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:

·increase the permanent occupancy of the regional mall portfolio, including converting temporary leases to permanent leases, which have longer contractual terms and significantly higher minimum rents and tenant recovery rates;

·lease vacant space;

·opportunistically acquire whole or partial interests in high-quality regional malls and anchor pads that improve the overall quality of our portfolio;

·commence several redevelopment projects within our portfolio;

·form joint ventures with institutional investors to acquire partial interests in regional malls, either currently owned by us or through a new acquisition;

·dispose of properties in our portfolio that do not fit within our long-term strategy, including certain of our office properties, retail strip centers and regional malls; and

·continue to refinance our maturing debt, and certain debt prepayable without penalty, with the goal of lowering our overall borrowing costs and managing future maturities.

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 in0line GLA.  The acquisition is expected to close in the second quarter of 2012 subject to customary closing conditions.

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NARRATIVE DESCRIPTION OF OUR BUSINESS

Our Business

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”.

Retail and Other

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.

Competition

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:

·location of properties, including consumer demographics;

·total number and geographic distribution of properties;

·strength and diversity of retailers and anchor tenants at the shopping centers;

·management and operational expertise;

·aesthetic environment of the shopping center; and

·rental rates.

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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.

Environmental Matters

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).

See Risk Factors regarding additional discussion of environmental matters.

Other Policies

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.

Investment Policies

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

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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.

Financing 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.

Conflict of Interest Policies

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.

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Policies With Respect To Certain Other Activities

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.

Bankruptcy and Reorganization

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.

Employees

As of January 25, 2012, we had approximately 1,750 employees.

Insurance

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.

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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.

Securities and Exchange Commission Investigation

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.

Available Information

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.

ITEM 1A.  RISK FACTORS

Business Risks

Regional and local economic conditions may adversely affect our business

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.

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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:

·we may not have sufficient capital to proceed with planned redevelopment or expansion activities;

·we may abandon redevelopment or expansion activities already under way, which may result in additional cost recognition;

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·construction costs of a project may exceed original estimates or available financing, possibly making the project unfeasible or unprofitable;

·we may not be able to obtain zoning, occupancy or other required governmental permits and authorizations;

·occupancy rates and rents at a completed project may not meet projections and, therefore, the project may not be profitable; and

·we may not be able to obtain anchor store, mortgage lender and property partner approvals, if applicable, for expansion or redevelopment activities.

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

We are in a competitive business

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.

We may incur costs to comply with environmental laws

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

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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.

Some potential losses are not insured

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.

Organizational Risks

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

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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 are impacted by tax-related obligations to some of our partners

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 may not be able to maintain our status as a REIT

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.

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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:

·to cause us to issue additional authorized but unissued shares of common stock or preferred stock;

·to classify or reclassify, in one or more series, any unissued preferred stock; and

·to set the preferences, rights and other terms of any classified or reclassified stock that we issue.

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

·the inability of stockholders to act by written consent;

·restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of directors; and

·rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings.

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:

·before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

·upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; and

·following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.

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.

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Our ownership may change as a result of the exercise of the outstanding warrants by the Plan Sponsors:

As of December 31, 2011, the effect of the exercise all of the outstanding warrants would increase the number of shares outstanding by 46,837,067 shares from 935,307,487 to 982,144,554.  Further, the exercise of the warrants would result in an increase in the number of shares outstanding of the ownership of the Plan sponsors and Blackstone from approximately 51% to 53%.

Bankruptcy Risks

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.

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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:

·the composition of our board of directors, including the right of Brookfield Investor and Pershing Square to designate directors under the Investment Agreements, and, through it, any determination with respect to our business;

·direction and policies, including the appointment and removal of officers;

·the determination of incentive compensation, which may affect our ability to retain key employees;

·any determinations with respect to mergers or other business combinations;

·our acquisition or disposition of assets;

·our financing decisions and our capital raising activities;

·the payment of dividends;

·conduct in regulatory and legal proceedings; and

·amendments to our certificate of incorporation.

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.

Liquidity Risks

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:

·limiting our ability to borrow significant additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes;

·limiting our ability to use operating cash flow in other areas of our business or to pay dividends because we must dedicate a portion of these funds to service debt;

·increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given the portion of our indebtedness which bears interest at variable rates;

·limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and

·giving secured lenders the ability to foreclose on our assets.

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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:

·incur indebtedness;

·create liens on assets;

·sell assets;

·manage our cash flows;

·transfer assets to other subsidiaries;

·make capital expenditures;

·engage in mergers and acquisitions; and

·make distributions to equity holders, including holders of our common stock.

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 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.

We may not be able to refinance, extend or repay our Consolidated debt or our portion of indebtedness of our Unconsolidated Real Estate Affiliates

As of December 31, 2011, our proportionate share of total debt aggregated $20.04 billion consisting of our consolidated debt, net of noncontrolling interest, of $17.26 billion combined with our share of the debt of our Unconsolidated Real Estate Affiliates of $2.78 billion.  Of the amounts maturing in 2012, $1.68 billion is secured and $558.7 million is unsecured.  Of our proportionate share of total debt, $2.49 billion is recourse to the Company due to guarantees or other security provisions for the benefit of the note holder.  There can be no assurance that we,

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or the joint venture, will be able to refinance or restructure this debt on acceptable terms or otherwise, or that operations of the properties or contributions by us and/or our partners will be sufficient to repay such loans.  If we or the joint venture cannot service this debt, we or the joint venture may have to deed property back to the applicable lenders.

Risks Related to the Distribution of HHC

We have indemnified HHC for certain tax liabilities

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.

FORWARD-LOOKING INFORMATION

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.

Forward-looking statements include:

·Descriptions of plans or objectives of our management for, debt repayment or restructuring, modification, extension; strategic alternatives, including capital raises and asset sales; and future operations

·Projections of our revenues, income, earnings per share, Funds From Operations (“FFO”), NOI, capital expenditures, income tax and other contingent liabilities, dividends, leverage, capital structure or other financial items

·Forecasts of our future economic performance

·Descriptions of assumptions underlying or relating to any of the foregoing

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

·Our ability to achieve cost savings, and renew and enter into leases on favorable terms

·Our ability to reduce our debt or other liquidity goals within our expected time frame or at all

·Recovery of the global economy, and our expectation that improvements in economic factors will drive improvements in our business

·Our properties being located in favorable market areas with potential for future growth

·    Our ability to attract quality tenants and improve our occupancy cost, recovery revenue and occupancy rate

·The redevelopment of our properties and expectations about current projects underway at our properties

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:

·economic conditions, especially in the retail sector, which may have an adverse affect on our revenues and available cash, including our ability to lease and collect rent, bankruptcy or store closures of tenants, department store productivity, co-tenancy provisions and ability to attract new tenants;

·our inability to buy and sell real estate quickly;

·the fact that we invest primarily in regional malls and other properties, which are subject to a number of significant risks which are beyond our control;

16

·risks associated with the redevelopment and expansion of properties;

·the Company’s lack of an operating history of its own and dependence on its subsidiaries for cash;

·the Company’s inability to qualify as a REIT or maintain its status of a REIT;

·an attempt to acquire us may be hindered by an ownership limit, certain anti-takeover defenses and applicable law;

·the possibility of significant variations from the projections filed in Bankruptcy Court and our actual financial results;

·the possibility of the Plan Sponsors and other significant stockholders having substantial control of our company, whose interests may be adverse to ours or yours;

·our indebtedness; and

·the other risks described in “Item 1A Risk Factors” and other risks described from time to time in periodic and current reports that we file with the SEC.

ITEM 2.   PROPERTIES

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:

17

CONSOLIDATED RETAIL PROPERTIES

Property Count	Property Name	Location (1)	GGP Ownership		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased		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	Austin Bluffs Plaza	Colorado Springs, CO	100	%	109,402	109,402	48.4	%	—
5	Baskin Robbins	Idaho Falls, ID	100	%	1,814	1,814	100.0	%	—
6	Baybrook Mall	Friendswood (Houston), TX	100	%	1,243,183	424,346	100.0	%	Dillard’s, JCPenney, Macy’s, Sears
7	Bayside Marketplace (2)	Miami, FL	100	%	218,258	218,258	94.5	%	—
8	Beachwood Place	Beachwood, OH	100	%	913,729	334,149	96.8	%	Dillard’s, Nordstrom, Saks Fifth Avenue
9	Bellis Fair	Bellingham (Seattle), WA	100	%	776,788	338,464	98.2	%	JCPenney, Kohl’s, Macy’s, Macy’s Home Store, Sears, Target
10	Boise Plaza	Boise, ID	75	%	114,404	114,404	100.0	%	—
11	Boise Towne Square	Boise, ID	100	%	1,213,366	423,418	89.6	%	Dillard’s, JCPenney, Macy’s, Sears, Kohl’s
12	Brass Mill Center	Waterbury, CT	100	%	1,179,961	396,066	93.6	%	Burlington Coat Factory, JCPenney, Macy’s, Sears
13	Burlington Town Center (2)	Burlington, VT	100	%	354,394	153,024	89.6	%	Macy’s
14	Capital Mall	Jefferson City, MO	100	%	550,343	317,266	79.1	%	Dillard’s, JCPenney, Sears
15	Coastland Center (2)	Naples, FL	100	%	923,486	333,096	90.1	%	Dillard’s, JCPenney, Macy’s, Sears
16	Columbia Bank Drive Thru	Towson (Baltimore), MD	100	%	17,000	17,000	100.0	%	—
17	Columbia Mall	Columbia, MO	100	%	736,807	315,747	95.5	%	Dillard’s, JCPenney, Sears, Target
18	Columbiana Centre	Columbia, SC	100	%	825,984	267,007	98.1	%	Belk, Dillard’s, JCPenney, Sears
19	Coral Ridge Mall	Coralville (Iowa City), IA	100	%	1,076,055	524,890	96.0	%	Dillard’s, JCPenney, Sears, Target, Younkers
20	Coronado Center (2)	Albuquerque, NM	100	%	1,149,271	403,246	97.7	%	JCPenney, Kohl’s, Macy’s, Sears, Target
21	Crossroads Center	St. Cloud, MN	100	%	890,802	367,360	99.0	%	JCPenney, Macy’s, Sears, Target
22	Cumberland Mall	Atlanta, GA	100	%	1,032,110	384,126	94.3	%	Costco, Macy’s, Sears
23	Deerbrook Mall	Humble (Houston), TX	100	%	1,207,794	554,254	98.1	%	Dillard’s, JCPenney, Macy’s, Sears
24	Eastridge Mall WY	Casper, WY	100	%	567,494	277,698	76.5	%	JCPenney, Macy’s, Sears, Target
25	Eastridge Mall CA	San Jose, CA	100	%	1,300,572	628,311	98.2	%	JCPenney, Macy’s, Sears
26	Eden Prairie Center	Eden Prairie (Minneapolis), MN	100	%	1,135,549	404,046	98.5	%	Kohl’s, Sears, Target, Von Maur, JCPenney
27	Fallbrook Center (2)	West Hills (Los Angeles), CA	100	%	856,387	856,387	88.2	%	—
28	Fashion Place (2)	Murray, UT	100	%	1,083,735	435,201	97.7	%	Dillard’s, Nordstrom, Sears
29	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

18

Property Count	Property Name	Location (1)	GGP Ownership		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased		Anchors
30	Foothills Mall	Fort Collins, CO	100	%	747,679	287,753	65.9	%	Macy’s, Sears
31	Fort Union (2)	Midvale (Salt Lake City), UT	100	%	32,968	32,968	56.2	%	—
32	Four Seasons Town Centre	Greensboro, NC	100	%	1,087,379	445,363	91.4	%	Belk, Dillard’s, JCPenney
33	Fox River Mall	Appleton, WI	100	%	1,213,642	618,728	92.7	%	JCPenney, Macy’s, Sears, Target, Younkers
34	Fremont Plaza (2)	Las Vegas, NV	100	%	54,076	54,076	73.7	%	—
35	Glenbrook Square	Fort Wayne, IN	100	%	1,226,628	449,758	95.9	%	JCPenney, Macy’s, Sears
36	Governor’s Square (2)	Tallahassee, FL	100	%	1,021,845	330,240	96.2	%	Dillard’s, JCPenney, Macy’s, Sears
37	Grand Teton Mall	Idaho Falls, ID	100	%	627,146	209,947	99.8	%	Dillard’s, JCPenney, Macy’s, Sears
38	Greenwood Mall	Bowling Green, KY	100	%	844,996	415,943	92.1	%	Dillard’s, JCPenney, Macy’s, Sears
39	Harborplace (2)	Baltimore, MD	100	%	149,066	149,066	90.9	%	—
40	Hulen Mall	Ft. Worth, TX	100	%	964,158	367,588	99.6	%	Dillard’s, Macy’s, Sears
41	Jordan Creek Town Center	West Des Moines, IA	100	%	1,307,241	724,314	99.4	%	Dillard’s, Younkers
42	Lakeside Mall	Sterling Heights, MI	100	%	1,507,867	487,149	81.1	%	JCPenney, Lord & Taylor, Macy’s, Macy’s Mens & Home, Sears
43	Lincolnshire Commons	Lincolnshire (Chicago), IL	100	%	118,562	118,562	100.0	%	—
44	Lockport Mall	Lockport, NY	100	%	90,734	90,734	100.0	%	—
45	Lynnhaven Mall	Virginia Beach, VA	100	%	1,291,445	640,053	98.9	%	Dillard’s, JCPenney, Macy’s
46	Mall Of Louisiana	Baton Rouge, LA	100	%	1,564,881	615,632	99.2	%	Dillard’s, JCPenney, Macy’s, Sears
47	Mall Of The Bluffs	Council Bluffs (Omaha, NE), IA	100	%	701,355	375,133	72.6	%	Dillard’s, Sears
48	Mall St. Matthews (2)	Louisville, KY	100	%	1,017,018	501,313	98.1	%	Dillard’s, Dillard’s Men’s & Home, JCPenney
49	Market Place Shopping Center	Champaign, IL	100	%	952,049	416,303	96.7	%	Bergner’s, JCPenney, Macy’s, Sears
50	Mayfair	Wauwatosa (Milwaukee), WI	100	%	1,517,129	615,230	99.1	%	Boston Store, Macy’s
51	Meadows Mall	Las Vegas, NV	100	%	945,518	308,665	98.5	%	Dillard’s, JCPenney, Macy’s, Sears
52	Mondawmin Mall	Baltimore, MD	100	%	436,442	371,125	92.1	%	—
53	Newgate Mall (2)	Ogden (Salt Lake City), UT	100	%	723,675	377,795	84.4	%	Dillard’s, Sears
54	North Point Mall	Alpharetta (Atlanta), GA	100	%	1,375,757	385,349	97.6	%	Dillard’s, JCPenney, Macy’s, Sears, Von Maur
55	North Star Mall	San Antonio, TX	100	%	1,245,713	516,391	99.5	%	Dillard’s, Macy’s, Saks Fifth Avenue, JCPenney
56	Northridge Fashion Center	Northridge (Los Angeles), CA	100	%	1,510,884	641,072	96.3	%	JCPenney, Macy’s, Sears
57	Northtown Mall	Spokane, WA	100	%	1,044,187	490,936	84.3	%	JCPenney, Kohl’s, Macy’s, Red Fox, Sears
58	Oak View Mall	Omaha, NE	100	%	862,348	258,088	93.8	%	Dillard’s, JCPenney, Sears, Younkers
59	Oakwood Center	Gretna, LA	100	%	791,436	277,408	98.0	%	Dillard’s, JCPenney, Sears
60	Oakwood Mall	Eau Claire, WI	100	%	812,588	397,744	93.2	%	JCPenney, Macy’s, Sears, Younkers
61	Oglethorpe Mall	Savannah, GA	100	%	943,564	406,980	95.6	%	Belk, JCPenney, Macy’s, Sears
62	Orem Plaza Center Street	Orem, UT	100	%	90,218	90,218	100.0	%	—

19

Property Count	Property Name	Location (1)	GGP Ownership		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased		Anchors
63	Orem Plaza State Street	Orem, UT	100	%	27,240	27,240	52.5	%	—
64	Oxmoor Center (2)	Louisville, KY	100	%	924,802	357,592	95.8	%	Macy’s, Sears, Von Maur
65	Paramus Park	Paramus, NJ	100	%	755,035	295,978	94.7	%	Macy’s, Sears
66	Park City Center	Lancaster (Philadelphia), PA	100	%	1,441,169	541,272	93.0	%	Bon Ton, Boscov’s, JCPenney, Kohl’s, Sears
67	Park Place	Tucson, AZ	100	%	1,058,540	477,083	94.1	%	Dillard’s, Macy’s, Sears
68	Peachtree Mall	Columbus, GA	100	%	817,992	309,377	93.9	%	Dillard’s, JCPenney, Macy’s
69	Pecanland Mall	Monroe, LA	100	%	944,320	328,884	98.0	%	Belk, Dillard’s, JCPenney, Sears, Burlington Coat Factory
70	Pembroke Lakes Mall	Pembroke Pines (Fort Lauderdale), FL	100	%	1,132,073	350,798	93.4	%	Dillard’s, Dillard’s Men’s & Home, JCPenney, Macy’s, Macy’s Home Store, Sears
71	Pine Ridge Mall (2)	Pocatello, ID	100	%	636,213	198,226	74.8	%	JCPenney, Sears, Shopko
72	Pioneer Place (2)	Portland, OR	100	%	652,400	315,495	91.3	%	—
73	Plaza 800 (2)	Sparks (Reno), NV	100	%	72,431	72,431	83.9	%	—
74	Prince Kuhio Plaza (2)	Hilo, HI	100	%	503,836	317,416	96.9	%	Macy’s, Sears
75	Providence Place (2)	Providence, RI	100	%	1,263,412	749,721	96.3	%	JCPenney, Macy’s, Nordstrom
76	Provo Towne Centre (2)(3)	Provo, UT	75	%	792,056	300,337	88.4	%	Dillard’s, JCPenney, Sears
77	Red Cliffs Mall	St. George, UT	100	%	440,376	148,041	92.9	%	Dillard’s, JCPenney, Sears
78	Regency Square Mall	Jacksonville, FL	100	%	1,435,444	556,443	74.1	%	Belk, Dillard’s, JCPenney, Sears
79	Ridgedale Center	Minnetonka, MN	100	%	1,028,121	325,741	91.7	%	JCPenney, Macy’s, Sears
80	River Hills Mall	Mankato, MN	100	%	716,950	353,008	95.5	%	Herberger’s, JCPenney, Sears, Target
81	River Pointe Plaza	West Jordan (Salt Lake City), UT	100	%	224,250	224,250	96.6	%	—
82	Rivertown Crossings	Grandville (Grand Rapids), MI	100	%	1,179,948	544,323	92.5	%	JCPenney, Kohl’s, Macy’s, Sears, Younkers
83	Rogue Valley Mall	Medford (Portland), OR	100	%	638,396	281,412	90.8	%	JCPenney, Kohl’s, Macy’s, Macy’s Home Store
84	Salem Center (2)	Salem, OR	100	%	631,824	193,824	83.5	%	JCPenney, Kohl’s, Macy’s, Nordstrom
85	Sooner Mall	Norman, OK	100	%	472,721	205,816	100.0	%	Dillard’s, JCPenney, Sears
86	Southlake Mall	Morrow (Atlanta), GA	100	%	1,012,506	272,254	91.6	%	Macy’s, Sears
87	Southshore Mall (2)	Aberdeen, WA	100	%	273,289	139,514	62.6	%	JCPenney, Sears
88	Southwest Plaza	Littleton (Denver), CO	100	%	1,362,497	636,949	90.1	%	Dillard’s, JCPenney, Macy’s, Sears
89	Spokane Valley Mall (3)	Spokane, WA	75	%	857,890	346,758	93.5	%	JCPenney, Macy’s, Sears
90	Staten Island Mall	Staten Island, NY	100	%	1,277,367	523,186	96.6	%	Macy’s, Sears, JCPenney
91	Stonestown Galleria	San Francisco, CA	100	%	908,378	425,771	99.1	%	Macy’s, Nordstrom
92	The Crossroads	Portage (Kalamazoo), MI	100	%	770,563	267,603	96.2	%	Burlington Coat Factory, JCPenney, Macy’s, Sears

20

Property Count	Property Name	Location (1)	GGP Ownership		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased		Anchors
93	The Gallery At Harborplace	Baltimore, MD	100	%	398,019	131,904	95.2	%	—
94	The Grand Canal Shoppes	Las Vegas, NV	100	%	498,258	463,844	98.2	%	—
95	The Maine Mall (2)	South Portland, ME	100	%	1,005,783	507,277	96.0	%	JCPenney, Macy’s, Sears
96	The Mall In Columbia	Columbia, MD	100	%	1,400,909	600,741	98.3	%	JCPenney, Lord & Taylor, Macy’s, Nordstrom, Sears
97	The Parks At Arlington	Arlington (Dallas), TX	100	%	1,510,366	697,564	100.0	%	Dillard’s, Jcpenney, Macy’s, Sears
98	The Shoppes At Buckland Hills	Manchester, CT	100	%	1,038,151	525,540	92.0	%	JCPenney, Macy’s, Macy’s Mens & Home, Sears
99	The Shoppes At The Palazzo	Las Vegas, NV	100	%	269,818	185,075	97.9	%	Barneys New York
100	The Shops At Fallen Timbers	Maumee, OH	100	%	590,280	328,778	96.3	%	Dillard’s, JCPenney
101	The Shops at La Cantera (3)	San Antonio, TX	75	%	1,279,056	582,386	98.1	%	Dillard’s, Macy’s, Neiman Marcus, Nordstrom
102	The Streets At Southpoint (3)	Durham, NC	94	%	1,332,425	606,078	99.2	%	Hudson Belk, JCPenney, Macy’s, Nordstrom, Sears
103	The Village of Cross Keys	Baltimore, MD	100	%	290,141	74,172	93.2	%	—
104	The Woodlands Mall	Woodlands (Houston), TX	100	%	1,355,051	572,662	99.6	%	Dillard’s, JCPenney, Macy’s, Sears
105	Town East Mall	Mesquite (Dallas), TX	100	%	1,225,608	416,222	99.2	%	Dillard’s, JCPenney, Macy’s, Sears
106	Tucson Mall (2)	Tucson, AZ	100	%	1,258,472	605,014	94.9	%	Dillard’s, JCPenney, Macy’s, Sears
107	Tysons Galleria	McLean (Washington, D.C.), VA	100	%	812,615	300,682	91.5	%	Macy’s, Neiman Marcus, Saks Fifth Avenue
108	University Crossing	Orem, UT	100	%	209,329	209,329	100.0	%	—
109	Valley Plaza Mall	Bakersfield, CA	100	%	1,175,121	518,153	98.8	%	JCPenney, Macy’s, Sears, Target
110	Visalia Mall	Visalia, CA	100	%	437,840	180,840	89.1	%	JCPenney, Macy’s
111	West Oaks Mall	Ocoee (Orlando), FL	100	%	1,066,134	411,345	73.6	%	Dillard’s, JCPenney, Sears
112	Westlake Center	Seattle, WA	100	%	102,859	102,859	90.4	%	—
113	White Marsh Mall	Baltimore, MD	100	%	965,750	439,740	95.3	%	JCPenney, Macy’s, Macy’s Home Store, Sears
114	Willowbrook	Wayne, NJ	100	%	1,523,081	493,021	98.7	%	Bloomingdale’s, Lord & Taylor, Macy’s, Sears
115	Woodbridge Center	Woodbridge, NJ	100	%	1,654,921	669,886	95.7	%	JCPenney, Lord & Taylor, Macy’s, Sears
116	Woodlands Village	Flagstaff, AZ	100	%	91,810	91,810	87.4	%
					100,147,951	43,258,523

(1)  In certain cases, where a center is located in part of a larger regional metropolitain area, the metropolitain area is identified in parenthesis. 

(2)  A portion of the property is subject to a ground lease.

(3)  Owned in a joint venture with independent, noncontrolling interest.

21

PROPERTIES HELD FOR SALE (1)

Property Count	Property Name	Location (2)
1	Grand Traverse	Traverse City, MI

ROUSE PROPERTIES, INC. (1)

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

(1) Not included within the preceding table of Consolidated Retail Properties.

(2) In certain cases, where a center is located in part of a larger regional metropolitain area, the metropolitain area is identified in parenthesis.

22

UNCONSOLIDATED RETAIL PROPERTIES — DOMESTIC

Property Count	Property Name	Location (1)	GGP Ownership		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased		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

(1)  In certain cases, where a center is located in part of a larger regional metropolitain area, the metropolitain area is identified in parenthesis.

(2)  A portion of the property is subject to a ground lease.

(3)  Third party managed strip center.

23

UNCONSOLIDATED RETAIL PROPERTIES — INTERNATIONAL

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	GGP Ownership (2)		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased
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	%

Other	Property Name (1)	Location	GGP Ownership (2)		Total GLA	Mall and Freestanding GLA	Retail Percentage Leased
16	Shopping Leblon	Rio de Janeiro, Rio de Janeiro	35	%	249,227	249,227	98.8	%
					5,530,431	5,530,431

(1) GGP’s investment in Brazil is through an ownership interest in Aliansce and Luanda.  For these properties, only Mall and Freestanding GLA is presented.

(2) Reflects GGP’s effective economic ownership in the property.

24

MORTGAGE AND OTHER DEBT

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)		Maturity Year	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	%
Austin Bluffs Plaza	100	%	2,006		2014	1,812		4.40	%
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	%
Orem Plaza Center Street	100	%	2,157		2014	1,948		4.40	%
Orem Plaza State Street	100	%	1,335		2014	1,206		4.40	%
Pecanland Mall	100	%	52,779		2014	48,586		4.28	%
Prince Kuhio Plaza	100	%	35,162		2014	32,793		3.45	%
River Pointe Plaza	100	%	3,341		2014	3,018		4.40	%
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	%
University Crossing	100	%	4,877		2014	4,202		4.70	%
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	%
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	%

25

Property (2)	Ownership		Proportionate Balance (1)	Maturity Year	Balloon Pmt at Maturity	Coupon Rate
			(Dollars in thousands)
Fixed Rate
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	%
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	%

26

Property (2)	Ownership		Proportionate Balance (1)		Maturity Year	Balloon Pmt at Maturity		Coupon Rate
			(Dollars in thousands)
Fixed Rate
Providence Place - Other	100	%	43,007		2028	2,381		7.75	%
Provo Town Center Land	75	%	2,250		2095	37		10.00	%
Total			$	13,046,525		$	11,465,115	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			$	15,724,373		$	13,932,457	5.39	%
Consolidated Corporate
Rouse Bonds - 1995 Indenture (Sept 2012)	100	%	$	349,472	2012	$	349,472	7.20	%
Rouse Bonds - 1995 Indenture (Nov 2013)	100	%	91,786		2013	91,786		5.38	%
Rouse Bonds - 2006 Indenture (May 2013)	100	%	600,054		2013	600,054		6.75	%
Arizona Two (HHC)	100	%	25,248		2015	573		4.41	%
Rouse Bonds - 2010 Indenture (Nov 2015)	100	%	608,688		2015	608,688		6.75	%
Total			$	1,675,248		$	1,650,573	6.73	%
Total Fixed Rate Debt			$	17,399,621		$	15,583,030	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	%

27

Property (2)	Ownership		Proportionate Balance (1)		Maturity Year	Balloon Pmt at Maturity		Coupon Rate
			(Dollars in thousands)
Variable Rate
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 Fixed and Variable Rate Debt (3)			$	19,955,302		$	17,857,338	5.23	%

(1)	Proportionate share for Consolidated Properties presented exclusive of noncontrolling interests.
(2)	Excludes properties included in Discontinued Operations.
(3)	Excludes the $750M corporate revolver. As of December 31,2011, the corporate revolver was undrawn.

Anchors

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.

Regional Mall Lease Expiration Schedule

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.

					% of Total			Total Area
	Total Minimum		Total Minimum		Minimum Rent		Number of	Square Feet
Year	Rent		Rent Expiring		Expiring		Leases Expiring	Expiring
	(in thousands)		(in thousands)					(in thousands)
2012	$	1,332,446	$	47,496	3.6	%	2,411	5,915
2013	1,263,874		43,496		3.4	%	1,693	5,690
2014	1,140,787		50,434		4.4	%	1,465	6,365
2015	1,001,340		54,780		5.5	%	1,330	6,138
2016	859,188		68,674		8.0	%	1,243	7,109
2017	710,134		55,657		7.8	%	1,027	6,095
2018	557,268		50,258		9.0	%	878	4,979
2019	428,102		37,808		8.8	%	589	4,323
2020	329,472		37,578		11.4	%	524	4,045
2021	221,938		44,703		20.1	%	570	3,113
Subsequent	425,348		321,704		75.6	%	559	11,475

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Non-Retail Properties

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

PART II

ITEM 6.  SELECTED FINANCIAL DATA

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.

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	Successor						Predecessor
				Period from November			Period from January 1,
	Year Ended			10, 2010 through			2010 through			Year Ended			Year Ended			Year Ended
	December 31, 2011			December 31, 2010			November 9, 2010			December 31, 2009			December 31, 2008			December 31, 2007
	(In thousands, except per share amounts)
OPERATING DATA
Revenues	$	2,505,597		$	373,250		$	2,141,443		$	2,551,172		$	2,693,014		$	2,494,259
Depreciation and amortization	(899,584		)	(125,150		)	(507,886		)	(621,097		)	(634,166		)	(528,236		)
Provisions for impairment	(64,337		)	—			(4,516		)	(315,968		)	(58,207		)	(2,654		)
Other operating expenses	(981,011		)	(172,296		)	(808,740		)	(1,032,261		)	(953,456		)	(1,023,739		)
Interest expense, net	(889,670		)	(128,119		)	(1,181,533		)	(1,209,366		)	(1,230,210		)	(1,108,548		)
Warrant liability adjustment	55,042			(205,252		)	—			—			—			—
Reorganization items	—			—			(356,928		)	76,929			—			—
(Provision for) benefit from income taxes	(8,723		)	8,992			60,962			(5,693		)	(7,353		)	304,546
Equity in income (loss) of unconsolidated affiliates	2,898			(504		)	21,857			32,843			57,088			89,949
(Loss) income from continuing operations	(279,788		)	(249,079		)	(635,341		)	(523,441		)	(133,290		)	225,577
(Loss) income from discontinued operations	(27,093		)	(7,005		)	(577,067		)	(781,275		)	151,764			121,821
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	$	(0.30	)	$	(0.26	)	$	(1.96	)	$	(1.61	)	$	(0.52	)	$	0.79
Discontinued operations	(0.03		)	(0.01		)	(1.78		)	(2.50		)	0.54			0.63
Total basic (loss) earnings per share	$	(0.33	)	$	(0.27	)	$	(3.74	)	$	(4.11	)	$	0.02		$	1.42
Diluted (loss) earnings per share:
Continuing operations	$	(0.34	)	$	(0.26	)	$	(1.96	)	$	(1.61	)	$	(0.52	)	$	0.79
Discontinued operations	(0.03		)	(0.01		)	(1.78		)	(2.50		)	0.54			0.63
Total diluted (loss) 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)	$	2,036,208		$	296,855		$	1,742,420		$	2,064,310		$	2,188,194		$	1,999,334
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

	As of December 31,
	2011		2010		2009		2008		2007
	(In thousands)
BALANCE SHEET DATA
Investment in real estate assets - cost	$	27,650,474	$	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	17,349,214		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		)

(1)   The 2011 dividend includes the impact for the non-cash dividend distribution of RPI.

(2)   The 2010 dividend was paid 90% in Common Stock and 10% in cash in January 2011.

(3)   The 2009 dividend was paid 90% in Common Stock and 10% in cash in January 2010.

(4)  Real estate property net operating income (“NOI” as defined below) is presented at our prorata share and does not represent income from operations as defined by GAAP.

(5)   Funds From Operations (“FFO” as defined below) does not represent cash flows from operations as defined by GAAP.

(6)  Cash flow data only represents GGP’s consolidated cash flows as defined by GAAP and as such, operating cash flow does not include the cash received from our Unconsolidated Real Estate Affiliates, except to the extent of our cumulative share of GAAP earnings from such affiliates.

Basis of Presentation

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.

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Non-GAAP Financial Measures

Real Estate Property Net Operating Income

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			Period from November 10, 2010 through			Period from January 1, 2010 through			Year Ended			Year Ended			Year Ended
	December 31, 2011			December 31, 2010			November 9, 2010			December 31, 2009			December 31, 2008			December 31, 2007
	(In thousands)
Real Estate Property Net Operating Income:	$	2,036,208		$	296,855		$	1,742,420		$	2,064,310		$	2,188,194		$	1,999,334
Unconsolidated properties	(368,849		)	(53,958		)	(313,129		)	(366,644		)	(374,354		)	(337,933		)
Management fees and other corporate revenues	61,173			8,883			54,351			75,304			96,069			117,835
Property management and other costs	(188,022		)	(29,801		)	(137,108		)	(170,093		)	(180,627		)	(191,449		)
General and administrative	(30,866		)	(22,247		)	(24,392		)	(47,611		)	(54,441		)	(39,862		)
Strategic initiatives	—			—			—			(46,882		)	(2,951		)	—
Litigation benefit (provision)	—			—			—			—			57,131			(89,225		)
Provisions for impairment	(64,337		)	—			(4,516		)	(315,968		)	(58,207		)	(2,654		)
Depreciation and amortization	(899,584		)	(125,150		)	(507,886		)	(621,097		)	(634,166		)	(528,236		)
Noncontrolling interest in NOI of consolidated properties and other	14,942			1,222			10,561			10,527			10,537			11,820
Operating income	$	560,665		$	75,804		$	820,301		$	581,846		$	1,047,185		$	939,630

Funds From Operations

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.

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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			Period from November 10, 2010 through			Period from January 1, 2010 through			Year Ended			Year Ended			Year Ended
	December 31, 2011			December 31, 2010			November 9, 2010			December 31, 2009			December 31, 2008			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	(1,088,055		)	(152,285		)	(620,726		)	(753,041		)	(761,237		)	(662,088		)
Loss 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		)	(155,000		)	(3,951		)	—
Provision for impairment excluded from FFO of discontinued operations	(4,096		)	—			(62,640		)	(876,810		)	(48,165		)	—
Redeemable noncontrolling interests	2,212			4,044			36,352			31,370			(927		)	(58,552		)
Depreciation and amortization of discontinued operations	(93,863		)	(19,631		)	(103,073		)	(146,275		)	(124,577		)	(135,101		)
Net (loss) income attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)	$	4,719		$	273,642

(1)  In 2011 NAREIT amended its definition of FFO to allow the exclusion of impairment write-downs on depreciable real estate.  As such, our FFO numbers have been conformed for all years presented.

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.

Overview – Introduction

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 have been reclassified to discontinued operations.

Overview

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:

·decreased our borrowing costs and lengthened our overall remaining term-to-maturity by refinancing $2.6 billion of mortgage notes;

·approved the spin-off to our shareholders of 30 Class B regional malls in the form of a special taxable dividend of shares of RPI.  The transaction was consummated on January 12, 2012 and decreased our outstanding mortgage notes by $1.1 billion;

32

·sold, or transferred to the mortgage holder, whole or partial interests in approximately 11.5 million square feet of gross leasable area comprised of regional malls for $879.7 million including property level debt of $752.1 million;

·acquired whole or partial interests in approximately 2.45 million square feet of gross leasable area comprised of regional malls, anchor pads and big box stores, for approximately $168.4 million, including the assumption of $34.7 million of property-level debt;

·formed a joint venture partnership with Kimco Realty to redevelop Owings Mills Mall in Owings Mills, Maryland, a one-million square foot regional mall;

·opened 28 new anchor/big boxes totaling approximately 920,000 square feet and three department stores totaling 402,000 square feet; and

·formed a joint venture partnership with the Canada Pension Plan Investment Board (CPP) to purchase Plaza Frontenac in Frontenac (St. Louis), Missouri.  We contributed St. Louis Galleria to the joint venture and CPP contributed $83.0 million in cash.

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 2.1% from $2.04 billion in 2010 to $2.08 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 9.3% from $777.1 million in 2010 to $849.0 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.

Our key operational objectives include the following:

·increase the permanent occupancy of the regional mall portfolio, including converting temporary leases to permanent leases, which have longer contractual terms and significantly higher minimum rents and tenant recovery rates;

·lease vacant space;

·opportunistically acquire whole or partial interests in high-quality regional malls and anchor pads that improve the overall quality of our portfolio;

·commence several redevelopment projects within our portfolio;

·form joint ventures with institutional investors to acquire partial interests in regional malls, either currently owned by us or through a new acquisition;

·dispose of properties in our portfolio that do not fit within our long-term strategy, including certain of our office properties, retail strip centers and certain regional malls; and

·continue to refinance our maturing debt, and certain debt prepayable without penalty, with the goal of lowering our overall borrowing costs and managing future maturities.

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.

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:

·renewing expiring leases and re-leasing existing space at rates higher than expiring or existing rates;

·increasing occupancy at the properties so that more space is generating rent; and

·increased tenant sales in which we participate through overage rent.

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Operating Metrics

Regional Mall Metrics

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

	Rents per square foot (2)			Percentage Leased (3)		Tenant Sales (4)
December 31, 2011 (1)
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		%	129	bps	7.42		%
Unconsolidated Properties	1.20		%	74	bps	8.92		%
Total Domestic Portfolio	2.04		%	118	bps	7.91		%

(1) Data excludes RPI, a 30-mall wholly owned subsidiary of GGP which was spun-off on January 12, 2012, properties classified as discontinued operations, and International.

(2) Weighted average rent of mall stores less than 10,000 feet as of December 31, 2011 and 2010, which represents approximately 90% of our total square footage.  Rent is presented on a cash basis and consists of minimum rent, common area costs and real estate taxes.

(3) Represents contractual obligations for space in regional malls or predominantly retail centers and excludes traditional anchor stores.

(4) Comparative rolling twelve month tenant sales for mall stores less than 10,000 square feet, which represents approximately 90% of our total square footage.

Lease Spread Metrics

The following table summarizes signed leases that are scheduled to commence in 2012 compared to expiring leases for the prior tenant in the same suite:

	Number of Leases	Square Feet	Term	Initial Rent Per Square Foot(1)		Expiring Rent Per Square Foot(2)		Average Rent Spread(4)
New Leases(3)	523	1,758,290	8.3	$	65.15	$	60.09	$	5.06
Renewal Leases	1,154	3,847,028	5.2	$	54.77	$	55.18	$	(0.41	)
New/Renewal Leases	1,677	5,605,318	6.2	$	58.02	$	56.68	$	1.34

(1) Represents initial rent or average rent over the term consisting of base minimum rent, common area costs and real estate taxes.

(2) Represents expiring rent at end of lease consisting of base minimum rent, common area costs and real estate taxes.

(3) Represents new leases where downtime between the new and old tenant in the suite was less than nine months.

(4) Dollar spread between initial rent at the time of rent commencement consisting of base minimum rent, common area costs, and real estate taxes and expiring rent.

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Results of Operations

To provide a more meaningful comparison between annual periods, we have aggregated the Predecessor operations results for 2010 with the Successor 2010 results.

Year Ended December 31, 2011 and 2010

The following table is a breakout of the components of minimum rents:

	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	$	1,594,677		$	239,845		$	1,322,008	$	1,561,853		$	32,824		2.1	%
Lease termination income	16,535			2,227			18,434		20,661			(4,126		)	(20.0	)
Straight-line rent	80,111			2,803			28,394		31,197			48,914			156.8
Above- and below-market tenant leases, net	(107,714		)	(12,283		)	5,109		(7,174		)	(100,540		)	1,401.4
Total Minimum rents	$	1,583,609		$	232,592		$	1,373,945	$	1,606,537		$	(22,928	)	(1.4	)%

The base minimum rents remained relatively flat for the year ended December 31, 2011.  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 $1.3 million for the year ended December 31, 2011 primarily due to a decrease of $2.7 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 $12.1 million for the year ended December 31, 2011 primarily due to increased tenant sales in 2011.

Management fees and other corporate revenues decreased $2.1 million for the year ended December 31, 2011 primarily due to a $1.4 million decrease in management fees resulting from the sale of our third-party management business in July 2010.  In addition, development fees and specialty lease fees decreased approximately $1.5 million for the year ended December 31, 2011 due to lower fees earned as a result of delays in projects at three properties owned by our Unconsolidated Real Estate Affiliates.

Other revenue increased $5.1 million primarily due to advertising and promotion revenue.

Real estate taxes increased $1.4 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 $1.6 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.

The provision for doubtful accounts decreased $7.7 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.

Property management and other costs increased $21.1 million for the year ended December 31, 2011 primarily due to a $12.4 million increase in severance as part of the realignment of the Company and a $9.2 million increase in incentive compensation.

General and administrative expenses decreased by $15.8 million for the year ended December 31, 2011 primarily due to the reversal of previously accrued bankruptcy costs and gains on bankruptcy settlements of $23.1 million, which were offset by a $13.0 million increase in stock based compensation due to an increase in executive stock grants issued in 2011.

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Provision for impairment included charges of $64.3 million related to two operating properties and one non-income producing asset for the year ended December 31, 2011.  Based on the results of the Predecessor’s evaluations for impairment, we recognized impairment charges related to operating properties and properties under development of $4.5 million for the period from January 1, 2010 through November 9, 2010.

Depreciation and amortization increased $266.5 million for the year ended December 31, 2011 primarily due to the impact of the application of the acquisition accounting in the fourth quarter of 2010.

Interest expense decreased $419.7 million for the year ended December 31, 2011 primarily as we refinanced 20 properties, resulting in a lower debt balance and lower weighted average interest expense in 2011.

The Warrant liability adjustment was $55.0 million for the year ended December 31, 2011 due to the non-cash income recognized as a result of the change in the fair value of the Warrant liability (Note 9).  The decrease in the fair value was primarily due to the decrease our stock price and the change in implied volatility.

The provision for income taxes was $8.7 million for the year ended December 31, 2011 and the benefit for income taxes was $70.0 million for the year ended December 31, 2010.  The change was primarily due to changes in liabilities pursuant to uncertain tax positions.

The decrease in equity in income of Unconsolidated Real Estate Affiliates for the year ended December 31, 2011 was primarily due to a $47.3 million increase in amortization of intangible assets and liabilities, including above and below market lease amortization.  This is offset by $21.1 million related to the impairment of our investment in Turkey during the twelve months ended December 31, 2010.

Year Ended December 31, 2010 and 2009

The following table is a breakout of the components of minimum rents:

	Successor			Predecessor					Predecessor
	Period from November 10 through December 31, 2010			Period from January 1 through November 9, 2010		Year Ended December 31, 2010			Year Ended December 31, 2009		$ Change			% Change
	(In thousands)
Components of Minimum rents
Base minimum rents	$	239,845		$	1,322,008	$	1,561,853		$	1,563,745	$	(1,892	)	(0.1	)%
Lease termination income	2,227			18,434		20,661			20,952		(291		)	(1.4	)
Straight-line rent	2,803			28,394		31,197			25,249		5,948			23.6
Above- and below-market tenant leases, net	(12,283		)	5,109		(7,174		)	9,128		(16,302		)	(178.6	)
Total Minimum rents	$	232,592		$	1,373,945	$	1,606,537		$	1,619,074	$	(12,537	)	(0.8	)%

The base minimum rents remained flat for the year ended December 31, 2010. The changes in straight-line rent and above- and below-market tenant leases reflect the impact of the application of the acquisition method of accounting in the fourth quarter of 2010.

Tenant recoveries decreased $18.2 million primarily as the result of the conversion of tenants to gross leases and lower recoveries related to common area maintenance, real estate taxes and electric utility expense as a result of tenant settlements for prior years that were delayed due to the Predecessor’s bankruptcy and $4.3 million resulting from lower marketing and promotional revenue.

Overage rents increased $6.1 million for the year ended December 31, 2010 primarily due to increased tenant sales in 2010.

Management fees and other corporate revenues decreased $12.1 million for the year ended December 31, 2010 primarily due to a $2.3 million decrease in lease fees, a $3.4 million decrease in development fees and a $3.0 million decrease in management fees.  Of the total decrease, $5.7 million resulted from the sale of our third-party management business in July 2010.

Property maintenance costs increased $7.7 million for the year ended December 31, 2010 primarily due to increased spending on mall upkeep, including labor costs and equipment and supplies.

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Marketing increased $3.9 million for the year ended December 31, 2010 primarily due to increased spending on national projects such as our Shop ‘til You Rock, E-marketing and Shopper Rewards programs.

Other property operating costs decreased by $5.0 million for the year ended December 31, 2010 primarily due to reduced utility costs which were partially offset by increased labor costs.

The provision for doubtful accounts decreased $9.6 million for the year ended December 31, 2010 primarily due to higher allowances in 2009 related to tenant bankruptcies and weak economic conditions.

Property management and other costs decreased $3.2 million for the year ended December 31, 2010 primarily due to a $17.5 million decrease in compensation expense primarily resulting from a reduction in force in 2009 and the sale of our third party management business in July 2010.  The decrease was partially offset by an $11.7 million increase in professional services primarily due to an increase in expenses for leasing, brokerage fees and information technology.

General and administrative expenses decreased $47.9 million for the year ended December 31, 2010 due to a $2.9 million decrease in legal fees in 2010 and a $62.5 million decrease in professional fees related to the restructuring efforts incurred in 2009 prior to filing for Chapter 11 protection.  Similar fees incurred after filing for Chapter 11 protection are recorded as reorganization items for the period January 1, 2010 through November 9, 2010.  The decrease was partially offset by $11.0 million increase in executive compensation (primarily related to terminated employees) and a $1.1 million increase in fees paid to the board of directors.  In addition, we have incurred $5.6 million of professional and other costs related to our emergence from bankruptcy and implementation of the Plan since the Effective Date which could not be accrued as of the Effective Date or classified as reorganization items.

Based on the results of the Predecessor’s evaluations for impairment, we recognized impairment charges of $4.5 million for the year ended December 31, 2010 and $316.0 million for the year ended December 31, 2009 related to properties not classified as held for disposition.  Impairments on properties held for disposition are classified within discontinued operations.

Interest expense increased $100.9 million for the year ended December 31, 2010 primarily due to default interest that was incurred prior to the Effective Date, partially offset by reductions in 2010 interest expense on existing consolidated debt.

The Warrant liability adjustment was $205.3 million in the period November 10, 2010 through December 31, 2010 due to the non-cash expense recognized in the period from November 10, 2010 through December 31, 2010 due to the mark-to-market of the Warrant liability as of December 31, 2010, primarily due to the increase in price of GGP’s common stock since the Effective Date.

Income taxes resulted in a benefit from of $70.0 million for the year ended December 31, 2010 and a provision for of $5.7 million for the year ended December 31, 2009.  The change was primarily due to changes in liabilities pursuant to uncertain tax positions.

The decrease in equity in (loss) income of Unconsolidated Real Estate Affiliates for the year ended December 31, 2010 was primarily due to the following:

·($21.1) million related to the impairments of our investment in Turkey;

·($2.4) million of lower interest income on GGP/Homart II joint venture as the member loans were distributed to the members in December 2009;

·$9.7 million gain the Aliansce IPO; and

·$1.6 million reflects the disposition of our interest in Highland Mall.

Reorganization items under the bankruptcy filings are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases. These items include professional fees and similar types of expenses incurred directly related to the bankruptcy filings, gains or losses resulting from activities of the reorganization process, including gains related to recording the mortgage debt at fair value upon emergence from bankruptcy and interest earned on cash accumulated by the Debtors.  Such expenses increased in 2010 as the Plan was developed and finalized (Note 3).

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Liquidity and Capital Resources

Our capital plan is to refinance our existing debt, lower our borrowing costs, manage our future maturities and provide the necessary capital to fund growth.  We believe that we currently have sufficient liquidity to satisfy all of our commitments in the form of $572.9 million of unrestricted cash and $750.0 million of available credit under our credit facility, as well as anticipated cash provided by operations. Our primary sources of cash to pay operating expenses, service debt, reinvest in properties, develop and redevelop properties and pay dividends include operating cash flows and borrowings under our revolving credit facility.

We have executed a refinancing strategy of extending the average debt maturity profile while reducing interest rates.  We will continue to modify our capital structure to provide the necessary financial flexibility to the Company.

During 2011, we executed the following refinancing and capital transactions (at our prorata share):

·refinanced $2.6 billion of mortgage notes and decreased our borrowing costs and lengthened our overall remaining term-to-maturity;

·sold, or transferred to the mortgage holder, whole or partial interests in approximately 11.5 million square feet of gross leasable area comprised of regional malls for $879.7 million including property level debt of $752.1 million; and

·improved the overall quality of our portfolio of assets through the approval of the RPI Spin-Off, making them more attractive to finance.

As of December 31, 2011 we have $9.4 billion of debt pre-payable at par.  We may pursue opportunities to refinance this debt at better terms.  Our long term goal is to improve our overall debt to EBIDTA and leverage ratios by improving operations, amortization of debt and refinancing debt at improved terms.

Our key financing and capital raising objectives include the following:

·continue to refinance our maturing debt, and certain debt prepayable without penalty, with the goal of lowering our overall borrowing costs and managing future maturities’

·raise capital by forming joint ventures with institutional investors to acquire partial interests in regional malls, either currently owned by us or through a new acquisition; and

·dispose of properties in our portfolio that do not fit within our long-term strategy, including certain of our office properties, retail strips and regional malls.

We may also raise capital through public or private issuances of debt securities, preferred stock, common stock, common units of the Operating Partnership or other capital raising activities.

As of December 31, 2011, our proportionate share of total debt aggregated $20.04 billion consisting of our consolidated debt, net of noncontrolling interest, of $17.26 billion combined with our share of the debt of our Unconsolidated Real Estate Affiliates of approximately $2.78 billion.

The following table illustrates the scheduled loan maturities of our mortgages, notes and loans payable for our consolidated debt (net of noncontrolling interest) and unconsolidated debt at our proportionate share as of December 31, 2011. The table excludes debt included in liabilities on assets held for disposition.  Also, $206.2 million of callable subordinated notes are included in the $1.40 billion of consolidated debt that is due in 2012.  Although we do not expect the notes to be redeemed prior to maturity in 2041, the trust that owns the notes may exercise its right to redeem the notes prior to 2041. Of the $5.51 billion of consolidated debt that matures in the subsequent period, $2.17 billion matures in 2017 and $1.28 billion matures in 2018.

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	Consolidated (1)		Unconsolidated
	(In thousands)
2012	$	1,403,956	$	831,166
2013	978,415		207,819
2014	2,160,268		68,211
2015	1,713,815		153,841
2016	2,649,077		—
Subsquent	5,511,364		1,206,305

(1) Excludes RPI, a 30 mall wholly owned subsidiary of GGP, which was spun-off on January 12, 2012.

Although, our primary uses of cash include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in properties, redevelopment of properties, tenant allowances, dividends and restructuring costs.  Our primary sources of cash include operating cash flow, including our share of cash flow produced by our Unconsolidated Real Estate Affiliates, and borrowings under our revolving credit facility.

We generally believe that we will be able to extend the maturity date or refinance the consolidated debt that is scheduled to mature in 2012.  We also believe that the joint ventures will be able to refinance the debt of our Unconsolidated Real Estate Affiliates that mature in 2012; however, 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.

We repaid $338.8 million of corporate recourse debt during the year ended December 31, 2011.  Following the repayment of these obligations, our only outstanding corporate debt is $206.2 million of Junior Subordinated Notes which are due in 2041 and $1.65 billion of bonds with maturity dates from 2012 through November 2015.

The following table is a summary of refinancings from January 1, 2011 through December 31, 2011:

2011 Refinancings (1)	Newly Issued Mortgage Debt			Extinguished and/or Refinanced Debt
Consolidated at share (in thousands)	$	3,241		$	2,622
Weighted average interest rate	5.06		%	5.83		%

(1)  Data excludes RPI, a 30-mall wholly owned subsidiary of GGP, which was spun-off on January 12, 2012.

Redevelopment and Acquisitions

We are currently redeveloping several consolidated and unconsolidated properties, with our joint venture partners, including Glendale Galleria and North Point.  These projects are expected to be completed at the end of 2012 and we expect to incur costs of approximately $68 million at our pro rata share.  We continue to evaluate a number of other redevelopment prospects and further enhance the quality of our assets in future periods.  As part of our overall strategy we may:

·opportunistically acquire whole or partial interests in high-quality regional malls and anchor pads that improve the overall quality of our portfolio;

·commence several redevelopment projects within our portfolio identified as providing compelling risk-adjusted returns on investment;

We may also purchase joint venture interests from our partners.

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

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space and adding new in-line GLA.  The acquisition is expected to close in the second quarter of 2012 subject to customary closing conditions.

Dividend

On November 7, 2011, the Board of Directors of the Company declared a quarterly common share dividend of $0.10 per share to shareholders of record at the close of business on December 30, 2011, payable on January 13, 2012.  In addition to the November 7, 2011 cash dividend declared, the Board of Directors approved the distribution of RPI on December 20, 2011 in the form of a special dividend for which GGP shareholders were entitled to receive approximately 0.0375 shares of RPI common stock held as of December 30, 2011.  RPI’s net equity was recorded as of December 31, 2011 as a dividend payable as substantive conditions for the spin-off were met as of December 31, 2011 and it was probable that the spin-off would occur. Accordingly, as of December 31, 2011, we have recorded a distribution payable of $526.3 million and a related decrease in retained earnings (accumulated deficit), of which $426.7 million relates to the special dividend, on our Consolidated Balance Sheet.  On January 12, 2012, we distributed our shares in RPI to the shareholders of record as of the close of business on December 30, 2011. This special dividend satisfied part of our 2011 and the 2012 REIT distribution requirements.

Share Repurchase

On May 4, 2011, our Board of Directors approved and we executed privately negotiated transactions with two financial institutions in which we agreed to purchase 30,585,957 shares of our common stock for $15.95 per share, which represents a 1% discount to the last reported price for our common stock on the New York Stock Exchange on the previous trading day.  On May 9, 2011, we paid a total purchase price of $487.8 million for the common stock.

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.

There were no share repurchases during 2009 and 2010.

Summary of Cash Flows

Cash Flows from Operating Activities

Net cash provided by (used in) operating activities was $502.8 million for the year ended December 31, 2011, (358.6) million for the period from November 10, 2010 through December 31, 2010, $41.0 million for the period from January 1, 2010 through November 9, 2010, and $871.3 million for the year ended December 31, 2009.  Significant components of net cash provided by (used in) operating activities include:

·In 2011, the decrease in accounts payable and accrued expenses of $(135.4) million is primarily attributable to the $115.0 million payment of the KEIP (Note 3) during the first quarter of 2010, as well as payment of accrued bankruptcy-related claims, restructuring costs and real estate taxes;

·in 2010, a $(220.0) million payment by the Successor related to the Contingent Stock Agreement with HHC;

·a 2010 decrease in accounts payable and accrued expenses for the Successor of $(203.1) million primarily attributable to payment of accrued interest and liabilities previously stayed by the Successor’s Chapter 11 filing; and

·a 2009 increase in Accounts payable and accrued expenses of $355.0 million primarily attributable to the interest and liabilities stayed by the Predecessor’s Chapter 11 filing.

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities was $485.4 million for the year ended December 31, 2011, $63.4 million for the period from November 10, 2010 through December 31, 2010, $(89.2) million for the period from January 1, 2010 through November 9, 2010 and ($334.6) million for the year ended December 31, 2009.  Significant components of net cash provided by (used in) investing activities include:

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·In 2011, proceeds primarily from the sale of 15 investment properties of $627.9 million;

·2011 anchor acquisitions and additions and improvements to investment properties of $(253.3) million;

·2010 acquisitions of $(223.4) million by the Predecessor; and

·$(252.8) million in 2009 primarily related to additions and improvements to existing investment properties.

Cash Flows from Financing Activities

Net cash (used in) provided by financing activities was $(1.44) billion for the year ended December 31, 2011, $(221.1) million for the period from November 10, 2010 through December 31, 2010, $931.3 million for the period from January 1, 2010 through November 9, 2010 and $(51.3) million for the year ended December 31, 2009.  Significant components of net cash (used in) provided by financing activities include:

·In 2011,we made principal payments of ($2.80) billion and received proceeds of $2.15 billion related to our mortgages, notes and loans payable;

·The 2011 purchase and cancellation of common shares of ($553.5) million;

·in 2010, the Successor received proceeds from the issuance of common stock and warrants pursuant to the Plan of $2.15 billion;

·the Successor paid ($1.80) billion as the result of the clawback of common stock pursuant to the Plan in 2010;

·in 2010, the Predecessor made principal payments of ($2.26) billion on mortgages, notes and loans payable pursuant to the Plan; and

·in 2010, the Predecessor received $3.37 billion proceeds from the issuance of common stock and warrants pursuant to the Plan.

Contractual Cash Obligations and Commitments

The following table aggregates our subsequent contractual cash obligations and commitments as of December 31, 2011:

	2012		2013		2014		2015		2016		Subsequent / Other (7)		Total
	(In thousands)
Long-term debt-principal (1)	$	1,557,948	$	1,379,261	$	2,723,520	$	2,028,552	$	3,411,017	$	6,071,419	$	17,171,717
Held for sale debt principal (2)	81,398		—		—		—		—		—		81,398
Interest payments (3)	886,884		791,658		655,970		578,761		436,053		851,263		4,200,589
Held for sale interest payments	468		—		—		—		—		—		468
Retained debt-principal	37,745		1,277		1,363		1,440		1,521		87,272		130,618
Ground lease payments	6,520		6,629		6,663		6,674		6,558		223,767		256,811
Purchase obligations (4)	108,645		—		—		—		—		—		108,645
Junior Subordinated Notes(5)	206,200		—		—		—		—		—		206,200
Tax indemnification liability	—		—		—		—		—		303,750		303,750
Uncertainty in income taxes, including interest (6)	—		—		—		—		—		6,847		6,847
Other long-term liabilities (7)	—		—		—		—		—		—		—
Total	$	2,885,808	$	2,178,825	$	3,387,516	$	2,615,427	$	3,855,149	$	7,544,318	$	22,467,043

(1)Excludes $28.9 million of non-cash debt market rate adjustments.

(2)Held for sale debt principal is included in liabilities held for disposition on our Consolidated Balance Sheets.  Excludes $8.9 million of non-cash debt market rate adjustments.

(3)Based on rates as of December 31, 2011. Variable rates are based on a LIBOR rate of 0.28%. Excludes interest payments related to market rate adjustments.

(4)Reflects accrued and incurred construction costs payable.  Routine trade payables have been excluded.

(5)Although we do not expect the notes to be redeemed prior to maturity in 2041, the trust that owns the notes may exercise its right to redeem the notes prior to maturity.  As a result, the notes are included as amounts due in 2012.

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(6)The remaining uncertainty in income tax liability for which reasonable estimates about the timing of payments cannot be made is disclosed within the Subsequent/Other column.

(7) Other long-term liabilities related to ongoing real estate taxes have not been included in the table as such amounts depend upon future applicable real estate tax rates.  Real estate tax expense was $230.9 million in 2011, $229.5 million in 2010 and $228.8 million in 2009.

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties (reference is made to Item 3 above, which description is incorporated into this response).

We lease land or buildings at certain properties from third parties.  The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord.  Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease.  The following is a summary of our contractual rental expense for the years ended December 31, 2011 and 2010:

	Successor				Predecessor
	Year Ended December 31,		Period from November 10, 2010 through December 31,		Period from January 1, 2010 through November 9,		Year Ended December 31,
	2011		2010		2010		2009
	(In thousands)
Contractual rent expense, including participation rent	$	14,270	$	1,990	$	9,351	$	11,683
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	8,411		1,179		4,725		6,236

REIT Requirements

In order to remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of our ordinary taxable income to stockholders.  See Note 8 to the consolidated financial statements for disclosures regarding our ability to remain qualified as a REIT.

Seasonality

Although we have a year-long temporary leasing program, occupancies for short-term tenants and, therefore, rental income recognized, are higher during the second half of the year.  In addition, the majority of our tenants have December or January lease years for purposes of calculating annual overage rent amounts.  Accordingly, overage rent thresholds are most commonly achieved in the fourth quarter.  As a result, revenue production is generally highest in the fourth quarter of each year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions and impairment of long-lived assets.  Actual results could differ from these and other estimates.

Critical Accounting Policies

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments.  Our critical accounting policies are those applicable to the following:

Acquisition Adjustments

The acquisition method of accounting has been applied to the assets and liabilities of the Successor to reflect the Plan after giving effect to the HHC distribution. The acquisition method of accounting adjustments recorded on the Effective Date reflects the allocation of the estimated purchase price as presented in Note 4. Such adjustments

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reflect the amounts required to adjust the carrying values of our assets and liabilities, after giving effect to the transactions pursuant to the Plan after giving effect to the HHC distribution, to the fair values of such remaining assets and liabilities and redeemable non-controlling interests, with the offset to common equity, as provided by the acquisition method of accounting.

Impairment - Operating properties

We review our consolidated real estate assets, including operating properties and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators for our retail and other segment are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant occupancy percentage changes, debt maturities and management’s intent with respect to the assets.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.  The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets.  Although the carrying amount may exceed the estimated fair value of certain assets, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

Impairment - Investment in Unconsolidated Real Estate Affiliates

According to the guidance related to the equity method of accounting for investments, a series of operating losses of an investee or other factors may indicate that an other-than-temporary decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary impairments with respect to the carrying values of our unconsolidated real estate affiliates.

Recoverable amounts of receivables

We make periodic assessments of the collectibility of receivables (including those resulting from the difference between rental revenue recognized and rents currently due from tenants).  The receivable analysis places particular emphasis on past-due accounts and considers the nature and age of the receivables, the payment history and financial condition of the payee, the basis for any disputes or negotiations with the payee and other information which may impact collectibility.  For straight-line rents receivable, the analysis considers the probability of collection of the unbilled deferred rent receivable given our experience regarding such amounts.

Capitalization of development and leasing costs

We capitalize the costs of development and leasing activities of our properties.  These costs are incurred both at the property location and at the regional and corporate office levels.  The amount of capitalization depends, in part, on the identification and justifiable allocation of certain activities to specific projects and leases.  Differences in methodologies of cost identification and documentation, as well as differing assumptions as to the time incurred on projects, can yield significant differences in the amounts capitalized and, as a result, the amount of depreciation recognized.

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Revenue recognition and related matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases.  Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on acquired properties.  Straight-line rents receivable represents the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases.  Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds.  Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other shopping center operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Inflation

Substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation.  Such provisions include clauses enabling us to receive Overage Rent based on tenants’ gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases.  In addition, many of the leases expire each year which may enable us to replace or renew such expiring leases with new leases at higher rents. Finally, many of the existing leases require the tenants to pay amounts related to all, or substantially all, of their share of certain operating expenses, including common area maintenance, real estate taxes and insurance, thereby partially reducing our exposure to increases in costs and operating expenses resulting from inflation.  In general, these amounts either vary annually based on actual expenditures or are set on an initial share of costs with provisions for annual increases. Only if inflation exceeds the rate set in the leases for annual increases would increases in expenses due to inflation be a risk.

Non-GAAP Supplemental Financial Measures and Definitions

Real Estate Property Net Operating Income (“NOI”) and Core NOI

The Company believes NOI is a useful supplemental measure of the Company’s operating performance. The Company defines NOI 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).  NOI has been reflected on a proportionate basis (at the Company’s ownership share).  Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.  Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, strategic initiatives, provision for income taxes, discontinued operations and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.  This measure provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders.  The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

In addition, management believes NOI provides useful information to the investment community about the Company’s operating performance. However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance.

Core NOI excludes the NOI impacts of non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization from acquisition accounting as a result of our emergence from bankruptcy.  We present Core NOI and Core FFO (as defined below), as we believe certain investors and other users of our financial information use them as measures of the Company’s historical operating performance.

Funds From Operations (“FFO”) and Core FFO

The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (“NAREIT”).  The Company determines FFO to be our share of consolidated net income (loss) computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon our economic ownership interest, and all

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determined on a consistent basis in accordance with GAAP.  As with our presentation of NOI, FFO has been reflected on a proportionate basis.

The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties.  FFO does not give effect to real estate depreciation and amortization 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, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance.

As with our presentation of Core NOI, Core FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Core NOI adjustments, and FFO items such as FFO from discontinued operations, warrant liability adjustment, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

The Company presents NOI and FFO as they are financial measures widely used in the REIT industry.  In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Core NOI, FFO and Core FFO, reconciliations have been provided as follows: a reconciliation of Core NOI and NOI to GAAP operating income (loss) GAAP net income (loss) and a reconciliation of Core FFO and FFO to GAAP net income (loss) attributable to common stockholders has been provided.  None of our non-GAAP Supplemental Financial measures represents cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to common stockholders and none are necessarily indicative of cash available to fund cash needs.  In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.

45

The following table reconciles Core FFO to Net (loss) income attributable to common stockholders (dollars in thousands):

	For the Year Ended
	2011			2010
Core FFO	$	848,962		$	777,052
Core adjustments:
Core NOI adjustments	(43,127		)	19,068
Management fees and other corporate revenues	421			13,083
Property management and other costs	(20,518		)	(16,814		)
General and administrative	18,313			(2,428		)
Preferred unit distributions	—			—
Provision for impairment	(916		)	—
Reorganization items	—			(356,911		)
Interest expense	(4,202		)	(402,529		)
Warrant liability adjustment	55,042			(205,252		)
Provision for income taxes	(9,097		)	69,922
FFO from discontinued operations	63,275			717,486
Total core adjustments	$	59,191		$	(164,375	)
Pro rata FFO	908,153			612,677
Depreciation and amortization of capitalized real estate costs	(1,088,055		)	(773,011		)
Gains (losses) on sales of investment properties	16,559			(1,134,687		)
Noncontrolling interests in depreciation of Consolidated Properties	9,339			4,511
Provision for impairment excluded from FFO	(63,421		)	(4,516		)
Provision for impairment excluded from FFO of discontinued operations	(4,096		)	(62,640		)
Redeemable noncontrolling interests	2,212			40,396
Depreciation and amortization of discontinued operations	(93,863		)	(122,704		)
Net (loss) income attributable to common stockholders	$	(313,172	)	$	(1,439,974	)

The following table reconciles Core NOI to operating income (dollars in thousands):

	For the Year Ended
	2011			2010
Core NOI	$	2,079,335		$	2,036,986
Core adjustments:
Straight-line rent	97,703			31,992
Above- and below-market leases amortization, net	(128,021		)	(26,540		)
Real estate tax stabilization agreement	(6,312		)	(1,578		)
Amortization of below-market ground leases	(6,497		)	(1,585		)
Total core adjustments	$	(43,127	)	$	2,289
Real estate property NOI	2,036,208			2,039,275
Less: NOI of Unconsolidated Properties	(368,848		)	(367,087		)
Management fees and other corporate revenues	61,173			63,234
Property management and other costs	(188,022		)	(166,909		)
General and administrative	(30,867		)	(46,639		)
Provisions for impairment	(64,337		)	(4,516		)
Depreciation and amortization	(899,584		)	(633,036		)
Noncontrolling interest in NOI of Consolidated Properties	14,942			11,783
Operating income	$	560,665		$	896,105

Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed ‘‘forward-looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the impact of a prolonged recession, our ability to meet debt service requirements, the availability and terms of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, changes in market rental rates, trends in the retail industry, relationships with anchor

46

tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, and maintenance of our status as a real estate investment trust. We discuss these and other risks and uncertainties under the heading ‘‘Risk Factors’’ in our most recent Annual Report on Form 10-K. We may update that discussion in subsequent Quarterly Reports on Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new fixed-rate debt upon maturity of existing debt and for acquisitions.  As of December 31, 2011, we had consolidated debt of $17.35 billion, including $2.55 billion of variable-rate debt.  A 25 basis point movement in the interest rate on the $2.55 billion of variable-rate debt would result in a $6.4 million annualized increase or decrease in consolidated interest expense and operating cash flows.

In addition, we are subject to interest rate exposure as a result of variable-rate debt collateralized by the Unconsolidated Properties.  Our share (based on our respective equity ownership interests in the Unconsolidated Real Estate Affiliates) of such variable-rate debt was $112.8 million at December 31, 2011.  A similar 25 basis point annualized movement in the interest rate on the variable-rate debt of the Unconsolidated Real Estate Affiliates would result in a nominal annualized increase or decrease in our equity in the income and operating cash flows from Unconsolidated Real Estate Affiliates.

We are further subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing.  For additional information concerning our debt, and management’s estimation process to arrive at a fair value of our debt as required by GAAP, reference is made to Item 7, Liquidity and Capital Resources and Notes 3 and 7. At December 31, 2011, the fair value of our consolidated debt has been estimated for this purpose to be $161.4 million lower than the carrying amount of $17.35 billion.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Consolidated Financial Statements and Consolidated Financial Statement Schedule beginning on page F-3 for the required information.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Consolidated Financial Statements and Consolidated Financial Statement Schedule.

The consolidated financial statements and consolidated financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Consolidated Financial Statement Schedule are filed as part of this Annual Report.

(b)Exhibits.

See Exhibit Index on page S-1.

(c)Separate financial statements.

Not applicable.

47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

General Growth Properties, Inc.

Chicago, Illinois

We have audited the accompanying consolidated balance sheets of General Growth Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for the year ended December 31, 2011 and for the period from November 10, 2010 through December 31, 2010 (Successor Company operations), and for the period from January 1, 2010 through November 9, 2010 and for the year ended December 31, 2009 (Predecessor Company operations). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C., the Company’s investments in which are accounted for by use of the equity method. The Company’s equity of $800,784,000 and $846,369,000 in GGP/Homart II L.L.C.’s net assets as of December 31, 2011 and 2010, respectively, and of $(4,740,000), $(1,109,000), and $(307,000) in GGP/Homart II L.L.C.’s net income (loss) for each of the three years in the respective period ended December 31, 2011 are included in the accompanying financial statements.  The Company’s equity of $229,519,000 and $190,375,000 in GGP-TRS L.L.C.’s net assets as of December 31, 2011 and 2010, respectively, and of $(4,620,000), $(16,403,000) and $(8,624,000) in GGP-TRS L.L.C.’s net income (loss) for each of the three years in the respective period ended December 31, 2011 are included in the accompanying financial statements.  The financial statements of GGP/Homart II L.L.C. and GGP-TRS L.L.C. related to the periods listed above were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such companies, is based on the reports of the other auditors and the procedures that we considered necessary in the circumstances with respect to the inclusion of the Company’s equity investments and equity method income in the accompanying consolidated financial statements taking into consideration (1) the basis adjustments of the equity method investments as a result of the revaluation of the investments to fair value discussed in Note 4 and (2) the allocation of the equity method investment income from the operations of these investees between the two periods within the calendar year 2010 for the Predecessor Company and Successor Company.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the Successor Company consolidated financial statements present fairly, in all material respects, the financial position of General Growth Properties, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for the year ended December 31, 2011 and the period from November 10,

F-1

2010 through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.  Further, in our opinion, based on our audits and the reports of the other auditors, the Predecessor Company consolidated financial statements referred to above present fairly, in all material respects, the results of their operations and their cash flows for the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, on October 21, 2010, the Bankruptcy Court entered an order confirming the plan of reorganization which became effective on November 9, 2010.  Accordingly, the accompanying financial statements have been prepared in conformity with ASC 852-10, Reorganizations, and ASC 805-10, Business Combinations, for the Successor Company as a new entity including assets, liabilities, and a capital structure with carrying values not comparable with prior periods as described in Note 4 to the consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report (not presented herein) dated February 29, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 29, 2012 (June 27, 2012 as to the effects of the 2012 discontinued operations described in Note 5)

F-2

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2011			2010
	(Dollars in thousands, except share amounts)
Assets:
Investment in real estate:
Land	$	4,623,944		$	4,722,674
Buildings and equipment	19,837,750			20,300,355
Less accumulated depreciation	(974,185		)	(129,794		)
Construction in progress	135,807			117,137
Net property and equipment	23,623,316			25,010,372
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,052,973			3,153,698
Net investment in real estate	26,676,289			28,164,070
Cash and cash equivalents	572,872			1,021,311
Accounts and notes receivable, net	218,749			114,099
Deferred expenses, net	170,012			175,669
Prepaid expenses and other assets	1,805,535			2,300,452
Assets held for disposition	74,694			591,778
Total assets	$	29,518,151		$	32,367,379
Liabilities:
Mortgages, notes and loans payable	$	17,143,014		$	17,841,757
Accounts payable and accrued expenses	1,445,738			1,893,571
Dividend payable	526,332			38,399
Deferred tax liabilities	29,220			36,463
Tax indemnification liability	303,750			303,750
Junior Subordinated Notes	206,200			206,200
Warrant liability	985,962			1,041,004
Liabilities held for disposition	74,795			592,122
Total liabilities	20,715,011			21,953,266
Redeemable noncontrolling interests:
Preferred	120,756			120,756
Common	103,039			111,608
Total redeemable noncontrolling interests	223,795			232,364
Commitments and Contingencies	—			—
Redeemable Preferred Stock: as of December 31, 2011 and December 31, 2010, $0.01 par value, 500,000 shares authorized, none issued and outstanding	—			—
Equity:
Common stock: as of December 31, 2011, $0.01 par value, 11,000,000,000 shares authorized and 935,307,487 shares issued and outstanding; as of December 31, 2010, $0.01 par value, 11,000,000,000 shares authorized and 941,880,014 shares issued and outstanding	9,353			9,419
Additional paid-in capital	10,405,318			10,681,586
Retained earnings (accumulated deficit)	(1,883,569		)	(612,075		)
Accumulated other comprehensive (loss) income	(47,773		)	172
Total stockholders’ equity	8,483,329			10,079,102
Noncontrolling interests in consolidated real estate affiliates	96,016			102,647
Total equity	8,579,345			10,181,749
Total liabilities and equity	$	29,518,151		$	32,367,379

The accompanying notes are an integral part of these consolidated financial statements.

F-3

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Successor						Predecessor
	Year Ended			Period from  November 10, 2010			Period from  January 1, 2010			Year Ended
	December 31,			through			through			December 31,
	2011			December 31, 2010			November 9, 2010			2009
	(Dollars in thousands, except for per share amounts)
Revenues:
Minimum rents	$	1,583,609		$	232,592		$	1,373,945		$	1,619,074
Tenant recoveries	723,257			99,376			625,197			742,791
Overage rents	61,803			17,903			31,757			43,580
Management fees and other corporate revenues	61,173			8,883			54,351			75,304
Other	75,755			14,496			56,193			70,423
Total revenues	2,505,597			373,250			2,141,443			2,551,172
Expenses:
Real estate taxes	230,876			32,694			196,779			226,753
Property maintenance costs	95,835			17,869			78,391			88,520
Marketing	34,021			10,814			21,651			28,550
Other property operating costs	395,770			58,821			337,125			400,951
Provision for doubtful accounts	5,621			50			13,294			22,901
Property management and other costs	188,022			29,801			137,108			170,093
General and administrative	30,866			22,247			24,392			94,493
Provisions for impairment	64,337			—			4,516			315,968
Depreciation and amortization	899,584			125,150			507,886			621,097
Total expenses	1,944,932			297,446			1,321,142			1,969,326
Operating income	560,665			75,804			820,301			581,846
Interest income	2,429			722			1,466			1,571
Interest expense	(892,099		)	(128,841		)	(1,182,999		)	(1,210,937		)
Warrant liability adjustment	55,042			(205,252		)	—			—
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates, reorganization items, discontinued operations and noncontrolling interests	(273,963		)	(257,567		)	(361,232		)	(627,520		)
(Provision for) benefit from income taxes	(8,723		)	8,992			60,962			(5,693		)
Equity in income (loss) of Unconsolidated Real Estate Affiliates	2,898			(504		)	21,857			32,843
Reorganization items	—			—			(356,928		)	76,929
Loss from continuing operations	(279,788		)	(249,079		)	(635,341		)	(523,441		)
Discontinued operations	(27,093		)	(7,005		)	(577,067		)	(781,275		)
Net loss	(306,881		)	(256,084		)	(1,212,408		)	(1,304,716		)
Allocation to noncontrolling interests	(6,291		)	1,868			26,650			20,027
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Basic Loss Per Share:
Continuing operations	$	(0.30	)	$	(0.26	)	$	(1.96	)	$	(1.61	)
Discontinued operations	(0.03		)	(0.01		)	(1.78		)	(2.50		)
Total basic loss per share	$	(0.33	)	$	(0.27	)	$	(3.74	)	$	(4.11	)
Diluted Loss Per Share:
Continuing operations	$	(0.34	)	$	(0.26	)	$	(1.96	)	$	(1.61	)
Discontinued operations	(0.03		)	(0.01		)	(1.78		)	(2.50		)
Total diluted loss per share	$	(0.37	)	$	(0.27	)	$	(3.74	)	$	(4.11	)
Dividends declared per share	$	0.83		$	0.38		$	—		$	0.19
Comprehensive Loss, Net:
Net loss	$	(306,881	)	$	(256,084	)	$	(1,212,408	)	$	(1,304,716	)
Other comprehensive (loss) income:
Net unrealized gains on financial instruments	—			129			15,024			18,148
Accrued pension adjustment	—			—			1,745			763
Foreign currency translation	(48,545		)	75			(16,552		)	47,008
Unrealized gains (losses) on available-for-sale securities	263			(32		)	38			533
Other comprehensive (loss) income	(48,282		)	172			255			66,452
Comprehensive loss	(355,163		)	(255,912		)	(1,212,153		)	(1,238,264		)
Comprehensive loss allocated to noncontrolling interests	(5,954		)	1,869			26,604			(10,573		)
Comprehensive loss, net, attributable to common stockholders	$	(361,117	)	$	(254,043	)	$	(1,185,549	)	$	(1,248,837	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

							Retained									Noncontrolling
				Additional			Earnings			Accumulated Other						Interests in
	Common			Paid-In			(Accumulated			Comprehensive			Treasury			Consolidated Real			Total
	Stock			Capital			Deficit)			Income (Loss)			Stock			Estate Affiliates			Equity
	(Dollars in thousands)
Balance at January 1, 2009 (Predecessor)	$	2,704		$	3,454,903		$	(1,488,586	)	$	(56,128	)	$	(76,752	)	$	24,266		$	1,860,407
Net (loss) income							(1,284,689		)							1,822			(1,282,867		)
Distributions declared ($0.19 per share)							(59,352		)										(59,352		)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																(1,712		)	(1,712		)
Conversion of operating partnership units to common stock (43,408,053 common shares)	434			324,055															324,489
Issuance of common stock (69,309 common shares)	1			42															43
Restricted stock grant, net of forfeitures and compensation expense (372 common shares)	(1		)	2,669															2,668
Other comprehensive income										55,879									55,879
Adjustment for noncontrolling interest in operating partnership				13,200															13,200
Adjust noncontrolling interest in operating partnership units				(65,416		)													(65,416		)
Balance at December 31, 2009 (Predecessor)	$	3,138		$	3,729,453		$	(2,832,627	)	$	(249	)	$	(76,752	)	$	24,376		$	847,339
Net (loss) income							(1,173,028)									1,545			(1,171,483		)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates																(1,927		)	(1,927		)
Restricted stock grants, net of forfeitures and compensation expense (87,059 common shares)	1			8,309															8,310
Issuance of common stock - payment of dividend (4,923,287 common shares)	49			53,346															53,395
Other comprehensive income										47,684									47,684
Adjust noncontrolling interest in operating partnership units				(38,854		)													(38,854		)
Distribution of HHC							(1,487,929		)	1,268						(808		)	(1,487,469		)
Balance at November 9, 2010 (Predecessor)	$	3,188		$	3,752,254		$	(5,493,584	)	$	48,703		$	(76,752	)	$	23,186		$	(1,743,005)
Effects of acquisition accounting:
Elimination of Predecessor common stock	(3,188		)	(3,752,254		)							76,752			(23,186		)	(3,701,876		)
Elimination of Predecessor accumulated deficit and accumulated other comprehensive income							5,506,314			(48,703		)							5,457,611
Issuance of common stock pursuant to the Plan (643,780,488 common shares, net of 120,000,000 stock warrants issued and stock issuance costs)	6,438			5,569,060															5,575,498
Issuance of common stock to existing common shareholders pursuant to the Plan	3,176			4,443,515															4,446,691
Restricted stock grants, net of forfeitures and compensation expense (1,725,000 common shares)	17			(17		)													—
Change in basis for noncontrolling interests in consolidated real estate affiliates																102,169			102,169
Balance at November 10, 2010 (Successor)	$	9,631		$	10,012,558		$	12,730		$	—		$	—		$	102,169		$	10,137,088

The accompanying notes are an integral part of these consolidated financial statements.

F-5

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

							Retained								Noncontrolling
				Additional			Earnings			Accumulated Other					Interests in
	Common			Paid-In			(Accumulated			Comprehensive			Treasury		Consolidated Real			Total
	Stock			Capital			Deficit)			Income (Loss)			Stock		Estate Affiliates			Equity
	(Dollars in thousands)
Net (loss) income							(254,216		)						534			(253,682		)
Issuance of common stock (154,886,000 common shares, net of stock issuance costs)	1,549			2,145,488														2,147,037
Clawback of common stock pursuant to the Plan (179,276,244 common shares)	(1,792		)	(1,797,065		)												(1,798,857		)
Restricted stock grants, net of forfeitures and compensation expense (1,315,593 common shares)	13			5,026														5,039
Stock options exercised (1,828,369 common shares)	18			4,978														4,996
Distributions to noncontrolling interests in consolidated Real Estate Affiliates															(416		)	(416		)
Other comprehensive income										172								172
Adjustment for noncontrolling interest in operating partnership				(11,522		)												(11,522		)
Issuance of subsidiary preferred shares (360 preferred shares)															360			360
Cash distributions declared ($0.038 per share)							(35,736		)									(35,736		)
Stock distributions declared ($0.342 per share)				322,123			(322,123		)									—
Balance at December 31, 2010 (Successor)	$	9,419		$	10,681,586		$	(612,075	)	$	172		$	—	$	102,647		$	10,181,749
Net loss							(313,172		)						(1,075		)	(314,247		)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates															(5,556		)	(5,556		)
Issuance of common stock - payment of dividend (22,256,121 common shares)	223			(244		)	21											—
Restricted stock grant, net of forfeitures and compensation expense (341,895 common shares)	(3		)	11,578			(307		)									11,268
Stock options exercised (121,439 common shares)	1			834														835
Purchase and cancellation of common shares (35,833,537 common shares)	(358		)	(398,590		)	(154,562		)									(553,510		)
Cash dividends reinvested (DRIP) in stock (7,225,345 common shares)	71			115,292														115,363
Other comprehensive loss										(47,945		)						(47,945		)
Cash distributions declared ($0.40 per share)				(16		)	(376,824		)									(376,840		)
Cash redemptions for common units in excess of carrying value				(648		)												(648		)
Adjustment for noncontrolling interest in operating partnership				(4,474		)												(4,474		)
Dividend for RPI Spin-off (Note 11)							(426,650		)									(426,650		)
Balance at December 31, 2011 (Successor)	$	9,353		$	10,405,318		$	(1,883,569	)	$	(47,773	)	$	—	$	96,016		$	8,579,345

The accompanying notes are an integral part of these consolidated financial statements.

F-6

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	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
	(In thousands)
Cash Flows from Operating Activities:
Net loss	$	(306,881	)	$	(256,084	)	$	(1,212,408	)	$	(1,304,716	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Equity in (income) loss of Unconsolidated Real Estate Affiliates	(2,898		)	504			(28,064		)	(49,350		)
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates	—			—			20,200			44,511
Provision for doubtful accounts	7,944			480			19,472			30,331
Distributions received from Unconsolidated Real Estate Affiliates	18,226			4,745			52,150			37,403
Depreciation	942,400			137,820			565,330			707,183
Amortization	43,286			4,454			38,323			47,978
Amortization/write-off of deferred finance costs	2,705			—			27,885			34,621
(Accretion) amortization/write-off of debt market rate adjustments	(60,093		)	(2,898		)	80,733			—
Amortization of intangibles other than in-place leases	144,239			15,977			3,977			833
Straight-line rent amortization	(89,728		)	(3,204		)	(31,101		)	(26,582		)
Deferred income taxes including tax restructuring benefit	(3,148		)	(6,357		)	(497,890		)	833
Non-cash interest expense on Exchangeable Senior Notes	—			—			21,618			27,388
Non-cash interest expense resulting from termination of interest rate swaps	—			—			9,635			(9,635		)
Non-cash interest income related to properties held for sale	—			—			(33,417		)	—
(Gain) loss on dispositions	(4,332		)	4,976			(6,684		)	966
Provisions for impairment	68,382			—			35,893			1,223,810
Loss on HHC distribution	—			—			1,117,961			—
Payments pursuant to Contingent Stock Agreement	—			(220,000		)	(10,000		)	(4,947		)
Land/residential development and acquisitions expenditures	—			—			(66,873		)	(78,240		)
Cost of land and condominium sales	—			—			74,302			22,019
Revenue recognition of deferred land and condominium sales	—			—			(36,443		)	—
Warrant liability adjustment	(55,042		)	205,252			—			—
Reorganization items - finance costs related to emerged entities/DIP Facility	—			—			180,790			69,802
Non-cash reorganization items	—			—			12,503			(266,916		)
Glendale Matter deposit	—			—			—			67,054
Net changes:
Accounts and notes receivable	(30,239		)	14,751			79,636			(22,601		)
Prepaid expenses and other assets	13,741			26,963			(113,734		)	(11,123		)
Deferred expenses	(67,719		)	(6,282		)	(16,517		)	(34,064		)
Decrease (increase) in restricted cash	17,407			(78,489		)	(76,513		)	—
Accounts payable and accrued expenses	(135,448		)	(203,084		)	(137,618		)	355,025
Other, net	—			1,869			(32,128		)	9,683
Net cash provided by (used in) operating activities	502,802			(358,607		)	41,018			871,266
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements	(253,276		)	(54,083		)	(223,373		)	(252,844		)
Proceeds from sales of investment properties	627,872			108,914			39,450			6,416
Proceeds from sales of investment in Unconsolidated Real Estate Affiliates	74,906			—			94			—
Contributions to Unconsolidated Real Estate Affiliates	(92,101		)	(6,496		)	(51,448		)	(154,327		)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	131,290			19,978			160,624			74,330
Loans to Unconsolidated Real Estate Affiliates, net	—			—			—			(9,666		)
(Increase) decrease in restricted cash	(2,975		)	(4,943		)	(10,363		)	6,260
Distributions of HHC	—			—			(3,565		)	—
Other, net	(293		)	—			(579		)	(4,723		)
Net cash provided by (used in) investing activities	485,423			63,370			(89,160		)	(334,554		)
Cash Flows from Financing Activities:
Proceeds from refinance/issuance of the DIP facility	—			—			—			400,000
Proceeds from (repayment of) Pershing Note (Note 2)	—			(350,000		)	350,000			—
Clawback of common stock pursuant to the Plan (Note 2)	—			(1,798,857		)	—			—
Principal payments on mortgages, notes and loans payable pursuant to the Plan	—			—			(2,258,984		)	—
Proceeds from refinance/issuance of mortgages, notes and loans payable	2,145,848			—			431,386			—
Principal payments on mortgages, notes and loans payable	(2,797,540		)	(226,319		)	(758,182		)	(379,559		)
Deferred finance costs	(19,541		)	—			—			(2,614		)
Finance costs related to the Plan	—			—			(180,790		)	(69,802		)
Cash distributions paid to common stockholders	(319,799		)	—			(5,957		)	—
Cash dividends reinvested (DRIP) in common stock	115,363			—			—			—
Cash distributions paid to holders of common units	(6,802		)	—			—			(1,327		)
Cash dividends paid to holders of perpetual and convertible preferred units	—			—			(16,199		)	—
Purchase and cancellation of common shares	(553,510		)	—			—			—
Proceeds from issuance of common stock and warrants, including from common stock plans	—			2,147,037			3,371,769			43
Other, net	(683		)	7,088			(1,698		)	1,950
Net cash (used in) provided by financing activities	(1,436,664		)	(221,051		)	931,345			(51,309		)
Net change in cash and cash equivalents	(448,439		)	(516,288		)	883,203			485,403
Cash and cash equivalents at beginning of period	1,021,311			1,537,599			654,396			168,993
Cash and cash equivalents at end of period	$	572,872		$	1,021,311		$	1,537,599		$	654,396

The accompanying notes are an integral part of these consolidated financial statements.

F-7

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	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
	(In thousands)
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	903,758		$	93,987	$	1,409,681		$	1,061,512
Interest capitalized	1,914			208		2,627			53,641
Income taxes paid	9,422			179		5,247			19,826
Reorganization items paid	128,070			154,668		317,774			120,726
Third party property and cash exchange	44,672			—		—			—
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	$	(13,810	)	$	5,928	$	(73,618	)	$	(86,367	)
Common stock issued in exchange for Operating Partnership Units	—			—		3,224			324,489
Change in deferred contingent property acquisition liabilities	—			—		161,622			(174,229		)
Deferred finance costs payable in conjunction with the DIP facility	—			—		—			19,000
Mortgage debt market rate adjustments related to Emerged Debtors prior to the Effective Date	—			—		323,318			342,165
Recognition of note payable in conjunction with land held for development and sale	—			—		—			6,520
Gain on Aliansce IPO	—			—		9,652			—
Debt payoffs via deeds in-lieu	161,524			—		97,539			—
Non-Cash Stock Transactions related to the Plan
Stock issued for paydown of the DIP facility	—			—		400,000			—
Stock issued for debt paydown pursuant to the Plan	—			—		2,638,521			—
Stock issued for reorganization costs pursuant to the Plan	—			—		960			—
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-Off	426,650			—		—			—
Non-Cash Distribution of HHC Spin-Off:
Assets	—			—		3,618,819			—
Liabilities and equity	—			—		(3,622,384		)	—
Decrease in assets and liabilities resulting from the contribution of two wholly-owned malls into two newly-formed unconsolidated joint ventures
Assets	$	(349,942	)	$	—	$	—		$	—
Liabilities	(234,962		)	—		—			—
Supplemental Disclosure of Cash Flow Information Related to Acquisition Accounting:
Non-cash changes related to acquisition accounting:
Land	$	—		$	—	$	1,726,166		$	—
Buildings and equipment	—			—		(1,605,345		)	—
Less accumulated depreciation	—			—		4,839,700			—
Investment in and loans to/from Unconsolidated Real Estate Affiliates	—			—		1,577,408			—
Deferred expenses, net	—			—		(258,301		)	—
Mortgages, notes and loans payable	—			—		(421,762		)	—
Equity	—			—		(6,421,548		)	—

The accompanying notes are an integral part of these consolidated financial statements.

F-8

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1ORGANIZATION

General

General Growth Properties, Inc. (“GGP”, the “Successor” or the “Company”), a Delaware corporation, formerly known as New GGP, Inc., 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”) in the Southern District of New York (the “Bankruptcy Court”) on April 16, 2009 (the “Petition Date”) and emerged from bankruptcy, pursuant to a plan of reorganization (the “Plan”) on the Effective Date as described below.  In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries or, in certain contexts, the Predecessor and its subsidiaries.

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 investments in Unconsolidated Real Estate Affiliates (as defined below).  Prior to the Effective Date, the Predecessor had also developed and sold land for residential, commercial and other uses primarily in large-scale, long-term master planned community projects in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas, as well as one residential condominium project located in Natick (Boston), Massachusetts.

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.  The terms of the Preferred Units provide that the Preferred Units are convertible into Common Units which then are redeemable for cash or, at our option, shares of GGP common stock (Note 11).

In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through the following subsidiaries:

·The Rouse Company, LLC (“TRCLLC”), which has ownership interests in certain Consolidated Properties and Unconsolidated Properties (each as defined below) and is the borrower of certain unsecured bonds (Note 7).

·General Growth Management, Inc. (“GGMI”),  a taxable REIT subsidiary (a “TRS”), which manages, leases, and performs various services for some of our Unconsolidated Real Estate Affiliates (defined below) and, through July 2010, had performed such services for 19 properties owned by unaffiliated third parties, all located in the United States.  GGMI also performs marketing and strategic partnership services at all of our Consolidated Properties.

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 generally accepted accounting principles 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”.

NOTE 2CHAPTER 11 AND THE PLAN

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 (“Chapter 11”) in the bankruptcy court of the Southern District of New York (the “Bankruptcy Court”).

On October 21, 2010, the Bankruptcy Court entered an order confirming the Debtors’ plan of reorganization (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,

F-9

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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”), a newly formed company.  After that distribution, HHC became a publicly-held company, majority-owned by the Predecessor’s previous stockholders. GGP does not own any interest in HHC as of the Effective Date.

The Plan was based on the agreements (collectively, as amended and restated, the “Investment Agreements”) with REP Investments LLC, an affiliate of Brookfield Asset Management Inc. (the “Brookfield Investor”), an affiliate of Fairholme Funds, Inc. (“Fairholme”) and an affiliate of Pershing Square Capital Management, L.P. (“Pershing Square” and together with the Brookfield Investor and Fairholme, the “Plan Sponsors”), pursuant to which the Predecessor would be divided into two companies, New GGP, Inc. and HHC, and the Plan Sponsors would invest in the Company’s standalone emergence plan.  In addition, the Predecessor entered into an investment agreement with Teachers Retirement System of Texas (“Texas Teachers”) to purchase shares of GGP common stock at $10.25 per share.  The Plan Sponsors also entered into an agreement with affiliates of the Blackstone Group (“Blackstone”) whereby Blackstone subscribed for equity in New GGP, Inc. and agreed to purchase shares of GGP common stock at $10.00 per share and also invest in HHC.

Pursuant to the Investment Agreements, the Plan Sponsors and Blackstone purchased on the Effective Date $6.3 billion of New GGP, Inc. common stock at $10.00 per share and $250.0 million of HHC common stock at $47.61904 per share.  Also, pursuant to the Investment Agreement with Pershing Square, 35 million shares (representing $350 million of Pershing Square’s equity capital commitment) were designated as “put shares”.  The payment for these 35 million shares was fulfilled on the Effective Date by the payment of cash at closing in exchange for unsecured notes to Pershing Square which were scheduled to be payable six months from the Effective Date (the “Pershing Square Bridge Notes).  The Pershing Square Bridge Notes were pre-payable at any time without premium or penalty.  In addition, we had the right (the “put right”) to sell up to 35 million shares of common stock, subject to reduction as provided in the Investment Agreement, to Pershing Square at $10.00 per share (adjusted for dividends) within six months following the Effective Date to fund the repayment of the Pershing Square Bridge Notes to the extent that they had not already been repaid.  In connection with our reserving shares for repurchase after the Effective Date, we paid to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to approximately $38.75 million.  No fee was required to be paid to Texas Teachers.  In addition, pursuant to agreement, the Texas Teachers purchased on the Effective Date $500 million of New GGP, Inc. common stock at $10.25 per share.

Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued warrants (the “Warrants”), which included eight million warrants to purchase common stock of HHC at an exercise price of $50.00 per share and 120 million warrants to purchase common stock of GGP (Note 9).

Pursuant to the Plan, each holder of a share of Predecessor common stock received on the Effective Date a distribution of 0.098344 of a share of common stock of HHC.  Following the distribution of the shares of HHC common stock, each existing share of common stock converted into and represented the right to receive one share of GGP common stock.  No fractional shares of HHC or GGP, Inc. were issued (i.e., the number of shares issued to each record holder was “rounded down”).  Following these transactions, the Predecessor common stock ceased to exist.

After the transactions on the Effective Date, the Plan Sponsors, Blackstone (as it exercised its subscription rights described above) 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 and Texas Teachers held approximately 644 million shares of GGP common stock on such date.

The Investment Agreements with Fairholme and Pershing Square permitted us to repurchase (within 45 days of the Effective Date) up to 155 million shares in the aggregate issued to those investors at a price of $10.00 per share.  We had a similar right for up to 24.4 million shares issued to Texas Teachers at a price of $10.25 per share (the “Clawback”).  In November 2010, we sold an aggregate of approximately 154.9 million common shares to the public at $14.75 per share and repurchased an equal number of shares from Fairholme and Pershing as permitted under the Clawback and repaid the Pershing Square Bridge Notes in full, including accrued interest.  We also used a portion of the offering proceeds after such repurchase to repurchase approximately 24.4 million shares from Texas Teachers, also as permitted under the Clawback.

F-10

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in Consolidated Real Estate Affiliates as permanent equity of the Company. All significant intercompany balances and transactions have been eliminated.

We operate in a single reportable segment referred to as our retail and other segment, which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes.  Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available.  We do not distinguish or group our consolidated operations based on geography, size or type.  Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.  As a result, the Company’s operating properties are aggregated into a single reportable segment.

Through the Effective Date in 2010, we had two reportable segments (Retail and Other and Master Planned Communities) which offered different products and services. Our segments were managed separately because each required different operating strategies or management expertise.  On the Effective Date, the assets included in the Master Planned Communities segment were distributed to HHC pursuant to the Plan (Note 2) and are therefore no longer reported as a reportable segment.

Reclassifications

Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation as a result of discontinued operations.  Amounts included on the statements of operations for properties sold or to be disposed of have been reclassified to discontinued operations for all periods presented.  In addition, four properties previously classified as held for sale were reclassified as held for use in the first quarter of 2012 and two properties previously classified as held for sale were reclassified as held for use in the first quarter of 2011.  These properties have been included in continuing operations for all periods presented in the accompanying consolidated financial statements (Note 5).  Lastly, certain prior period statement of operations disclosures in the accompanying footnotes have been restated to exclude amounts which have been reclassified to discontinued operations.

Properties

Real estate assets are stated at cost less any provisions for impairments.  As discussed in Note 4, the real estate assets were recorded at fair value pursuant to the application of acquisition accounting on the Effective Date.  Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying amount of the property does not exceed the estimated fair value of the completed property.  Real estate taxes and interest costs incurred during construction periods are capitalized.  Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period.  Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the constructed assets.

Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed.  In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed (see also our impairment policies in this Note 3 below).

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or the applicable lease term.  Expenditures for significant betterments and improvements are capitalized.  Maintenance and repairs are charged to expense when incurred.

We periodically review the estimated useful lives of our properties.  Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

F-11

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Years
Buildings and improvements	45
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

Accumulated depreciation was reset to zero on the Effective Date as described in Note 4 in conjunction with the application of the acquisition method of accounting due to the Plan and the Investment Agreements.

Impairment

General

Carrying values of our properties were reset to fair value on the Effective Date as provided by the acquisition method of accounting.  Impairment charges could be taken in the future if economic conditions change or if the plans regarding such assets change.  Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, investments in Unconsolidated Real Estate Affiliates and developments in progress, will not occur in future periods.  Accordingly, we will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Operating properties

Accounting for the impairment of long-lived assets requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value.  We review our consolidated assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant occupancy percentage changes, debt maturities, management’s intent with respect to the assets and prevailing market conditions.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.  The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets.  Although the carrying amount may exceed the estimated fair value of certain assets, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the respective periods, we determined there were events and circumstances indicating that certain properties were not recoverable and therefore required impairments.  As such, we recorded impairment charges related to three operating properties and one non-income producing asset of $68.3 million for the year ended December 31, 2011.  In 2011, these provisions reduced the carrying value of certain assets to approximately $37.5 million below the approximately $83.9 million of nonrecourse notes payable related to those assets.  The Predecessor recorded impairment charges related to operating properties and properties under development of $35.3 million for the period from January 1, 2010 through November 9, 2010 and $1.08 billion for the year ended December 31, 2009.  These impairment charges are included in provisions for impairment in our Consolidated Statements of Operations and Comprehensive Income (Loss), except for $4.0 million for the year ended December 31, 2011, $30.8 million for the

F-12

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

period from January 1, 2010 through November 9, 2010 and $908.2 million for the year ended December 31, 2009, which are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Investment in Unconsolidated Real Estate Affiliates

According to the guidance related to the equity method of accounting for investments, a series of operating losses of an investee or other factors may indicate that an other-than-temporary decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary impairments with respect to the carrying values of our unconsolidated real estate affiliates.

In the period January 1, 2010 through November 9, 2010, the Predecessor recorded an impairment provision of approximately $21.1 million related to the sale of its interest in Turkey, recorded in equity in income (loss) of Unconsolidated Real Estate Affiliates.  We did not record any provisions for impairment related to our investments in Unconsolidated Real Estate Affiliates for the year ended December 31, 2011, for the period November 10, 2010 through December 31, 2010 and for the year ended December 31, 2009.

Goodwill

The application of acquisition accounting on the Effective Date did not yield any goodwill for the Successor and all prior goodwill amounts of the Predecessor were eliminated (Note 4).  With respect to the Predecessor, the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed was recorded as goodwill.  Recorded goodwill was tested for impairment annually or more frequently if events or changes in circumstances indicated that the asset might be impaired.   The Predecessor assessed fair value based on estimated future cash flow projections that utilized discount and capitalization rates which are generally unobservable in the market place (Level 3 inputs) under these principles, but approximate the inputs we believe would be utilized by market participants in assessing fair value.  Estimates of future cash flows were based on a number of factors including the historical operating results, known trends, and market/economic conditions.  If the carrying amount of a property, including its goodwill, exceeded its estimated fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. In this second step, if the implied fair value of goodwill was less than the carrying amount of goodwill, an impairment charge was recorded.

As a result of the procedures performed, the Predecessor recorded provisions for impairment of goodwill of $140.6 million for the year ended December 31, 2009.  During 2010, until the Effective Date, there were no events or circumstances that indicated that the then current carrying amount of goodwill might be impaired.

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties were included in the results of operations from the respective dates of acquisition.  Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. No significant value had been ascribed to the tenant relationships at the acquired properties in previous years by the Predecessor or by the Successor in 2010 (Note 4).

Investments in Unconsolidated Real Estate Affiliates

We account for investments in joint ventures where we own a non-controlling joint interest using the equity method.  Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and reduced by distributions received.  Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages.  Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages.  Except for Retained Debt (as described in Note 6), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of such Unconsolidated Real Estate Affiliates (for example, arising from the application of the acquisition method of accounting as described in Note 4) are amortized over lives ranging from five to 45 years.  When

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements.  The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

Cash and Cash Equivalents

Highly-liquid investments with maturities at dates of purchase of three months or less are classified as cash equivalents.

Leases

We account for the majority of our leases as operating leases.  Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables.  Leases which transfer substantially all the risks and benefits of ownership to us are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities.

Deferred Expenses

Deferred expenses primarily consist of leasing commissions and related costs and are amortized using the straight-line method over the life of the leases.  Deferred expenses also include financing fees we incurred in order to obtain long-term financing and are amortized as interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method.  The acquisition method of accounting eliminated such balances of deferred financing fees and the Successor only has recorded amounts incurred subsequent to the Effective Date.

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related operating leases.  Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on properties that were fair valued at emergence and acquired properties.  The following is a summary of amortization of straight-line rent, net amortization /accretion related to above and below-market tenant leases and termination income:

	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
Amortization of straight-line rent	$	80,111		$	2,804		$	28,397	$	25,249
Net amortization/accretion of above and below-market tenant leases	(107,714		)	(12,283		)	5,109		9,128
Lease termination income	16,535			2,227			18,434		20,952

The following is a summary of straight-line rent receivables, which are included in Accounts and notes receivable, net in our Consolidated Balance Sheets and are reduced for allowances and amounts doubtful of collection:

	December 31, 2011		December 31, 2010
	(In thousands)
Straight-line rent receivables, net	$	97,565	$	14,125

We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible.  Such allowances are reviewed periodically based upon our recovery experience.   The following table summarizes the changes in allowance for doubtful accounts:

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor						Predecessor
	2011			2010			2010			2009
	(In thousands)
Balance as of January 1, (November 9, 2010 for Successor)	$	40,746		$	53,670		$	69,235		$	59,784
Provisions for doubtful accounts	5,621			50			13,294			22,901
Provisions for doubtful accounts in discontinued operations	683			430			2,576			7,430
Write-offs	(14,191		)	(13,404		)	(31,435		)	(20,880		)
Balance as of December 31, (November 9, 2010 for Predecessor)	$	32,859		$	40,746		$	53,670		$	69,235

Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount,  is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.  Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance.  In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership, for accounting purposes, of such improvements.  If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term.  If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Income Taxes (Note 8)

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.  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.

Deferred income taxes are accounted for using the asset and liability method.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns and are recorded primarily by certain of our taxable REIT subsidiaries.  Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards.  A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized.  An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax provision.  The Successor experienced a change in control, as a result of the transactions undertaken to emerge from bankruptcy, pursuant to Section 382 of the Internal Revenue Code that could limit the benefit of deferred tax assets.  In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

Transactions with Affiliates

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates and for properties owned by third parties up to the sale of our management services business in June 2010. The following are fees earned from the Unconsolidated Real Estate Affiliates and third party managed properties which are included in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss):

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	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
	(In thousands)
Management fees from affiliates	$	60,752	$	8,673	$	51,257	$	66,567

In connection with the RPI Spin-Off (Note 19), we have entered into a Transition Services Agreement (“TSA”) with RPI.  Per the terms of the TSA, we have agreed to provide certain leasing, asset management, legal and other services to RPI for established fees, which are not expected to be material.

Fair Value Measurements

The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:

·Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

·Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

·Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table summarizes our assets and liabilities that are measured at fair value on a nonrecurring basis during the year ended December 31, 2011 and for the period January 1, 2010 through November 9, 2010.  No assets or liabilities were measured at fair value during the period November 10, 2010 through December 31, 2010.

			Quoted Prices in
			Active Markets		Significant Other		Significant
	Total Fair Value		for Identical Assets		Observable Inputs		Unobservable Inputs
	Measurement		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Year Ended December 31, 2011 (Successor)
Investments in real estate (1)	$	46,478	$	—	$	—	$	46,478
For the Period January 1, 2010 through November 9, 2010 (Predecessor)
Investments in real estate (1)	$	1,104,934	$	—	$	141,579	$	963,355
Liabilities (2)	15,794,687		—		—		15,794,687

(1) Refer to Note 3 for more information regarding impairment.

(2) The fair value of debt relates to the properties that emerged from bankruptcy during the period January 1, 2010 through November 9, 2010.

We estimated fair value relating to these impairment assessments based upon discounted cash flow and direct capitalization models that included all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that we believed to be within a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on estimated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

In addition, the fair value of liabilities related to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010 was $15.79 billion as of November 9, 2010 and were fair

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

valued using Level 3 inputs.  Fair value was determined based on the net present value of debt using current market rates.

The following table summarizes gains and losses recorded within earnings as a result of changes in fair value:

	Total Loss
	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
	(In thousands)
Investments in real estate (1)	$	(68,382	)	$	—	$	(35,290	)	$	(1,031,810	)
Liabilities (2)	—			—		(200,921		)	(287,991		)

(1) Refer to Note 3 for more information regarding impairment.

(2) The fair value of liabilities relates to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010.

Prior to emergence, we elected the fair value option for debt related to certain properties that were held for sale.  The unpaid debt balance, fair value estimates, fair value measurements, gain (in reorganization items) and interest expense as of November 9, 2010 and for the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009, with respect to these properties are as follows:

	November 9, 2010										Interest Expense
	Unpaid Debt Balance of Properties Held for Sale		Fair Value Estimate of Properties Held for Sale		Significant Unobservable Inputs (Level 3)		Total Gain Period from January 1, 2010 through November 9, 2010		Total Gain for the Year Ended December 31, 2009		for the Period from January 1, 2010 through November 9, 2010		Interest Expense for the Year Ended December 31, 2009
	(In thousands)
Mortgages, notes and loans payable	$	644,277	$	556,415	$	556,415	$	36,243	$	54,224	$	29,694	$	36,737

An entity may choose to de-elect the fair value option when a defined qualifying event occurs. As the emergence from bankruptcy and subsequent acquisition method accounting met the definition of a qualifying event to de-elect, the Successor chose as of November 9, 2010 to de-elect from the fair value option for all previously elected mortgages.

Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt.  Management’s estimates of fair value are presented below for our debt as of December 31, 2011 and December 31, 2010.

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	14,795,370	$	14,978,908	$	15,416,077	$	15,217,325
Variable-rate debt	2,347,644		2,326,533		2,425,680		2,427,845
	$17,143,014		$	17,305,441	$	17,841,757	$	17,645,170

The fair value of our Junior Subordinated Notes approximates their carrying amount as of December 31, 2011 and December 31, 2010.  We estimated the fair value of this debt based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed, or, in the case of the Successor, recorded due to the acquisition method of accounting (Note 4).  Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation

The functional currencies for our international joint ventures are their local currencies.  Assets and liabilities of these investments are translated at the rate of exchange in effect on the balance sheet date and operations are translated at the weighted average exchange rate for the period.  Translation adjustments resulting from the translation of assets and liabilities are accumulated in stockholders’ equity as a component of accumulated other comprehensive income (loss).  Translation of operations is reflected in equity in other comprehensive income.

Reorganization Items

Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Predecessor.  Reorganization items include legal fees, professional fees and similar types of expenses resulting from activities of the reorganization process, gains on liabilities subject to compromise directly related to the Chapter 11 Cases, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.  We recognized a net expense on reorganization items of $356.9 million for the period January 1, 2010 through November 9, 2010 and a net credit of $76.9 million for the year ended December 31, 2009. These amounts exclude reorganization items that are currently included within discontinued operations.  We did not recognize any reorganization items in 2011 or in the Successor period of 2010.

The terms of engagement and the timing of payment for professional services rendered during our Chapter 11 proceedings were subject to approval by the Bankruptcy Court.  In addition, certain of these retained professionals had agreements that provided for success or completion fees that became payable upon the Effective Date.  As of December 31, 2010 we accrued $7.1 million of success or completion fees in accounts payable and accrued expenses on the Consolidated Balance Sheet.  All success fees were fully paid as of December 31, 2011.

In addition, we adopted a key employee incentive program (the “KEIP”) which provided for payment to certain key employees upon successful emergence from bankruptcy.  The amount payable under the KEIP was calculated based upon a formula related to the recovery to creditors and equity holders measured on the Effective Date and on February 7, 2011, 90 days after the Effective Date.  Approximately $181.5 million was paid in two installments, November 12, 2010 and February 25, 2011, under the KEIP.  Our liability under the Plan was recognized from the date the KEIP was approved by the Bankruptcy Court to the Effective Date.  We accrued a liability for the KEIP in Accounts payable and accrued expenses on the Consolidated Balance Sheets of approximately $115.5 million and $27.5 million as of December 31, 2010 and 2009, respectively.  The related expense was recognized in Reorganization items.  All KEIP amounts were fully paid as of December 31, 2011.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and goodwill, fair value of debt and cost ratios and completion percentages used for land sales (prior to the spin-off of HHC).  Actual results could differ from these and other estimates.

NOTE 4ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

Acquisitions and Dispositions

During 2011, we acquired 11 anchor pads for approximately $78.7 million.  In addition, we sold our interest in 14 consolidated properties for aggregate sales proceeds of $507.3 million, which resulted in a $114.8 million reduction in mortgage payable.

On November 10, 2011, GGP and Kimco Realty (“Kimco”) executed a joint venture partnership agreement whereby both companies would own 50% interest of Owings Mills Mall, LLC (“Owings Mills Joint Venture”), a property that was previously included in consolidated properties.  As part of Owings Mills Joint Venture, GGP and Kimco will redevelop the one million square foot regional mall in Owings Mills, Maryland.  Kimco purchased the 50% interest

F-18

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for $16.4 million which was paid directly to GGP and not contributed into the Owings Mills Joint Venture.  GGP recognized a $2.1 million gain as a result of the partial sale. GGP will account for Owings Mills using the equity method of accounting as we share control over major decisions and Kimco has substantive participating rights.

On September 19, 2011, we contributed St. Louis Galleria, a wholly-owned regional mall located in St. Louis, Missouri, into a newly formed joint venture, GGP-CPP Venture, LP (“GGP-CPP”) which was formed with the Canada Pension Plan Investment Board (“CPP”).  CPPIB contributed approximately $83 million of cash into GGP-CPP.  GGP-CPP used the cash to purchase Plaza Frontenac, a regional mall located in Frontenac, Missouri, a suburb of St. Louis.  In exchange for our contribution of St. Louis Galleria, we received a 55% economic interest in Plaza Frontenac and a 74% economic interest in St. Louis Galleria.  GGP is the general partner in GGP-CPP; however, because we share control over major decisions with CPP and CPP has substantive participating rights, we will account for GGP-CPP under the equity method of accounting.  No gain or loss was recorded upon the contribution of St. Louis Galleria to GGP-CPP as no cash was received in exchange for the contribution.

In June 2011, we closed on a transaction with a third party in which we sold our ownership share of Superstition Springs Center and Arrowhead Towne Center, both located in Phoenix, Arizona for $120.0 million, which consisted of a sales price of $168.0 million less $48.0 million of debt assumed by the third party.  In exchange we received six big-box anchor locations in Arizona, California, Illinois and Utah previously owned by the third party and $75.0 million in cash. The transaction was treated as a non-monetary exchange that resulted in a minimal gain.

In addition, we transferred eight consolidated properties to the lender in lieu of debt, which resulted in a $406.5 million reduction in mortgage notes payable.

Acquisition Method of Accounting Adjustments on the Effective Date

The structure of the Plan Sponsors’ investments triggered the acquisition method of accounting, as the Plan and consummation of the Investment Agreements and the Texas Teachers Investment Agreement constituted a business combination. New GGP, Inc. was the acquirer that obtained control as it obtained all of the common stock of the Predecessor (a business for purposes of applying the acquisition method of accounting) in exchange for issuing its stock to the Predecessor common stockholders on a one-for-one basis (excluding fractional shares). The acquisition method of accounting was applied at the Effective Date and, therefore, the Successor’s balance sheet as of December 31, 2010 and statements of operations, cash flows and equity for the period November 10, 2010 through December 31, 2010 reflects the revaluation of the Predecessor’s assets and liabilities to fair value as of the Effective Date.  The acquisition method of accounting has been applied to the assets and liabilities of the Successor to reflect the acquisition of the Predecessor by the Successor as part of the Plan. The acquisition method of accounting adjustments recorded on the Effective Date reflect the allocation of the estimated purchase price as presented in the table below. Such adjustments reflect the amounts required to adjust the carrying values of our assets and liabilities, after giving effect to the transactions pursuant to the Plan and the distribution of HHC, to the fair values of such remaining assets and liabilities and redeemable noncontrolling interests, with the offset to common equity, as provided by the acquisition method of accounting.  Accordingly, the accompanying financial statements have been prepared in conformity with ASC 852-10, Reorganizations, and ASC 805-10, Business Combinations, for the Successor as a new entity including assets, liabilities and a capital structure with carrying values not comparable with prior periods.

F-19

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase Price Allocation

(in thousands)

		November 9, 2010
Sources of funds		$	6,761,250
Plus: Existing GGP common equity *		4,446,691
Plus: Assumed liabilities
Fair value of mortgages, notes and loans payable		18,834,033
Deferred tax liabilities		39,113
Accounts payable and accrued expenses:
Below-market tenant leases	988,018
HHC tax indemnity	303,750
Accounts payable to affiliates	221,986
Accrued payroll and bonus	225,811
Accounts payable	304,794
Real estate tax payable	107,621
Uncertain tax position liability	20,247
Above-market ground leases	9,839
Other accounts payable and accrued expenses	478,293
Total accounts payable and accrued expenses		2,660,359
Total assumed liabilities		21,533,505
Plus: Total redeemable noncontrolling interests		220,842
Plus: Noncontrolling interests in consolidated real estate affiliates		102,171
Total purchase price		$	33,064,459
Land		$	4,858,396
Buildings and equipment:
Buildings and equipment	18,717,983
In-place leases	603,697
Lease commissions and costs	1,403,924
Total buildings and equipment		20,725,604
Developments in progress		137,055
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,184,739
Cash and cash equivalents		1,537,599
Accounts and notes receivable, net		129,439
Deferred expenses:
Lease commissions	154,550
Capitalized legal/marketing costs	26,757
Total deferred expenses		181,307
Prepaid expenses and other assets:
Above-market tenant leases	1,634,332
Below-market ground leases	259,356
Security and escrow deposits	153,294
Prepaid expenses	49,018
Real estate tax stabilization agreement	111,506
Deferred tax assets	10,576
Other	92,238
Total prepaid expenses and other assets		2,310,320
Total fair value of assets		$	33,064,459

* outstanding Old GGP common stock on the Effective Date at a value of $14 per share.

The purchase price for purposes of the application of the acquisition method of accounting was calculated using the equity contributions of the Plan Sponsors, Blackstone and Texas Teachers and a $14.00 per share value of the common stock of New GGP, Inc. issued to the equity holders of the Predecessor plus the assumed liabilities of GGP, Inc. (at fair value).  The $14.00 per share value of the common stock of GGP, Inc. reflects the “when issued” closing price of New GGP, Inc. common stock on the Effective Date. Such calculation yields a purchase price of approximately $33.1 billion. The aggregate fair value of the assets and liabilities of New GGP, Inc., after the distribution of HHC pursuant to the Plan, were computed using estimates of future cash flows and other valuation techniques, including estimated discount and capitalization rates, and such estimates and techniques were also used to allocate the purchase price of acquired property between land, buildings, equipment, tenant improvements and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above

F-20

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and below-market tenant and ground leases.   Elements of the Predecessor’s working capital have been reflected at current carrying amounts as such short-term items are assumed to be settled in cash within 12 months at such values.

The fair values of tangible assets are determined on an ‘‘if vacant’’ basis. The ‘‘if vacant’’ fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the ‘‘if vacant’’ value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value. We believe that the most influential assumption in the estimation of value based on the income approach is the assumed discount rate and an average one half of one percent change in the aggregate discount rates applied to our estimates of future cash flows would result in an approximate 3.5 percent change in the aggregate estimated value of our real estate investments.  With respect to developments in progress, the fair value of such projects approximated the carrying value.

The estimated fair value of in-place tenant leases includes lease origination costs (the costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimate includes the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Intangible assets and liabilities were calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. Above-market and below-market tenant and ground lease values were valued (using an interest rate which reflects the risks associated with the leases acquired) based on the difference between the contractual amounts to be received or paid pursuant to the leases and our estimate of fair market lease rates for the corresponding leases, measured over a period equal to the remaining non-cancelable term of the leases, including below market renewal options. The variance between contract rent versus prevailing market rent is projected to expiration for each particular tenant and discounted back to the date of acquisition. Significant assumptions used in determining the fair value of leasehold assets and liabilities include: (1) the market rental rate, (2) market reimbursements, (3) the market rent growth rate and (4) discount rates. Above and below-market lease values are amortized over the remaining non-cancelable terms of the respective leases (approximately five years for tenant leases and approximately 50 years for ground leases). The remaining term of leases with lease renewal options with terms significantly below (25% or more discount to the assumed market rate of the tenant’s space at the time the renewal option is to apply) market reflect the assumed exercise of such renewal options and assume the amortization period would coincide with the extended lease term. Due to existing contacts and relationships with tenants at our currently owned properties and that there was no significant perceived difference in the renewal probability of a tenant based on such relationship, no significant value has been ascribed to the tenant relationships at the properties.

Less than 1% of our leases contain renewal options exercisable by our tenants. In estimating the fair value of the related below market lease liability, we assumed that tenants with renewal options would exercise this option if the renewal rate was at least 25% below the estimated market rate at the time of renewal. We have utilized this assumption, which we believe to be reasonable, because we believe that such a discount would be compelling and that tenants would elect to renew their leases under such favorable terms. We believe that at a discount of less than 25%, the tenant also considers qualitative factors in deciding whether to renew a below-market lease and, accordingly, renewal can not be assumed. In cases where we have assumed renewal of the below-market lease, we have used the terms of the leases, as renewed, including any below market renewal options, to amortize the calculated below-market lease intangible. If we had used a discount to estimated market rates of 10% rather than 25%, there would not have been a material change in the below-market lease intangible or the amortization of such intangible.

With respect to our investments in the Unconsolidated Real Estate Affiliates, our fair value reflects the fair value of the property held by such affiliate, as computed in a similar fashion to our majority owned properties. Such fair values have been adjusted for the consideration of our ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. We estimated the fair value of debt based on quoted market prices for publicly-traded debt, recent financing transactions (which may not be comparable), estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, the current

F-21

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LIBOR and U.S. treasury obligation interest rates, and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate such amounts. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
				(In thousands)
As of December 31, 2011
Tenant leases:
In-place value	$	1,252,484		$	(391,605	)	$	860,879
Above-market	1,478,798			(315,044		)	1,163,754
Below-market	(819,056		)	184,254			(634,802		)
Ground leases:
Above-market	(9,839		)	439			(9,400		)
Below-market	204,432			(6,202		)	198,230
Real estate tax stabilization agreement	111,506			(7,211		)	104,295
As of December 31, 2010
Tenant leases:
In-place value	$	1,342,036		$	(56,568	)	$	1,285,468
Above-market	1,561,925			(43,032		)	1,518,893
Below-market	(959,115		)	26,804			(932,311		)
Building leases:
Below-market	15,268			(242		)	15,026
Ground leases:
Above-market	(9,839		)	55			(9,784		)
Below-market	256,758			(904		)	255,854
Real estate tax stabilization agreement	111,506			(899		)	110,607

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.  The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets; the below-market tenant leases and above-market ground leases are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of these intangibles had the following effects on our loss from continuing operations:

	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
	(In thousands)
Amortization/accretion effect on continuing operations	$	(489,873	)	$	(65,579	)	$	(34,678	)	$	(43,525	)

Future amortization is estimated to decrease net income by approximately $420.6 million in 2012, $336.8 million in 2013, $285.7 million in 2014, $243.2 million in 2015 and $202.6 million in 2016.

F-22

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

On March 2, 2012, we sold our interest in Village of Cross Keys for $25.0 million.  We received $8.0 million in cash and entered into a secured note receivable with the buyer for $17.0 million.

On February 21, 2012, we sold Grand Traverse Mall to RPI.  Prior to the sale, the lender forgave $18.9 million of the secured indebtedness.  This amount is recorded as a gain on extinguishment of debt and included in discontinued operations in our Consolidated Statements of Operations and Comprehensive income (Loss). RPI assumed the remaining $62.0 million of debt on the property as consideration for the sale.

On January 12, 2012, we completed the spin-off of RPI, a 30-mall portfolio 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 a 1% interest in RPI.

All of our 2011, 2010 and 2009 dispositions are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below.  We have one property classified as held for disposition as of December 31, 2011.  This property has been approved for sale and is expected to be sold or disposed of within 12 months.

As noted above, during the three months ended March 31, 2012, we sold two operating properties and completed the spin-off of RPI.  The operating results of these properties, each of which qualifies for discontinued operations, has been reclassified and reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

In the first quarter of 2012, we revised our intent with respect to four properties previously classified as held for sale.  As we no longer met the criteria for held for sale treatment, we reclassified these four properties as held for use in our Consolidated Balance Sheet and as continuing operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.  These properties have been measured at the lower of the carrying amount before the asset was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the asset been continuously classified as held and used, and fair value at the date of decision not to sell.

In March 2011, we revised our intent with respect to two properties previously classified as held for sale (Mall St. Vincent and Southland Center).  As we no longer met the criteria for held for sale treatment, we reclassified these two properties as held for use in our Consolidated Balance Sheet as of March 31, 2011 and as continuing operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

	Discontinued Operations
	Successor			Successor			Predecessor			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
	(In thousands)
Retail and other revenue	$	304,225		$	56,263		$	441,101		$	540,129
Land and condominium sales	—			—			96,976			45,997
Total revenues	304,225			56,263			538,077			586,126
Retail and other operating expenses	248,614			41,862			275,093			391,916
Land and condominium sales operations	—			—			99,449			50,770
Impairment loss	4,096			—			30,784			906,883
Total expenses	252,710			41,862			405,326			1,349,569
Operating income (loss)	51,515			14,401			132,751			(763,443		)
Interest expense, net	(82,222		)	(16,322		)	(97,286		)	(106,881		)
Other expenses	—			(8		)	26,639			69,259
Net (loss) income from operations	(30,707		)	(1,929		)	62,104			(801,065		)
(Provision for) benefit from income taxes	(632		)	(100		)	472,170			20,303
Noncontrolling interest	(86		)	—			(64		)	453
Gains (losses) on disposition of properties	4,332			(4,976		)	(1,111,277		)	(966		)
Net loss from discontinued operations	$	(27,093	)	$	(7,005	)	$	(577,067	)	$	(781,275	)

Distribution of HHC

As described in Note 2, certain net assets of the Predecessor were distributed to its stockholders to form HHC, a newly formed publicly held real estate company. The Predecessor recorded a loss on distribution for the difference

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

between the carrying amount and the fair value of the disposal group when the spin-off transaction was consummated. This loss on distribution of approximately $1.11 billion was recorded by the Predecessor as discontinued operations on the Effective Date based on the fair value of the disposal group calculated based on the difference between the Predecessor’s carrying value of the carve-out group of net assets distributed to HHC and the fair value based on $36.50 per share (the NYSE closing price of HHC common stock which was traded on a “when issued” basis on the Effective Date).

NOTE 6UNCONSOLIDATED REAL ESTATE AFFILIATES

The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages.  We manage most of the properties owned by these joint ventures.  As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates.  Such Retained Debt totaled $130.6 million as of December 31, 2011 and $155.6 million as of December 31, 2010, and has been reflected as a reduction in our investment in Unconsolidated Real Estate Affiliates.  We are obligated to contribute funds to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt.  If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies.  As of December 31, 2011, we do not anticipate an inability to perform on our obligations with respect to such Retained Debt.

Indebtedness secured by our Unconsolidated Properties was $5.80 billion as of December 31, 2011 and $6.02 billion as of December 31, 2010.  Our proportionate share of such debt was $2.78 billion as of December 31, 2011 and $2.67 billion as of December 31, 2010, including Retained Debt.  There can be no assurance that the Unconsolidated Properties 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.

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”).  Although we did not sell any of our Aliansce shares in 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.  We continue to apply the equity method of accounting to our ownership interest in Aliansce.  As an equity method investor, we accounted for the shares issued by Aliansce as if we had sold a proportionate share of our investment at the issuance price per share of the Aliansce IPO. Accordingly, the Predecessor recognized a gain of $9.7 million for the period from January 1, 2010 through November 9, 2010, which is reflected in equity in income (loss) of Unconsolidated Real Estate Affiliates.

Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates

Following is summarized financial information for our Unconsolidated Real Estate Affiliates. Certain 2010 and 2009 amounts have been reclassified to conform to the 2011 presentation as a result of discontinued operations.

F-24

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	December 31,			December 31,
	2011			2010
	(In thousands)
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets:
Land	$	953,603		$	893,769
Buildings and equipment	7,906,346			7,810,685
Less accumulated depreciation	(1,950,860		)	(1,808,819		)
Developments in progress	99,352			56,714
Net property and equipment	7,008,441			6,952,349
Investment in unconsolidated joint ventures	758,372			630,212
Net investment in real estate	7,766,813			7,582,561
Cash and cash equivalents	387,549			421,206
Accounts and notes receivable, net	162,822			148,059
Deferred expenses, net	250,865			196,809
Prepaid expenses and other assets	143,021			116,926
Assets held for disposition	—			94,336
Total assets	$	8,711,070		$	8,559,897
Liabilities and Owners’ Equity:
Mortgages, notes and loans payable	$	5,790,509		$	5,891,224
Accounts payable, accrued expenses and other liabilities	446,462			361,721
Liabilities on assets held for disposition	—			143,517
Owners’ equity	2,474,099			2,163,435
Total liabilities and owners’ equity	$	8,711,070		$	8,559,897
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners’ equity	$	2,474,099		$	2,163,435
Less joint venture partners’ equity	(1,417,682		)	(2,006,460		)
Capital or basis differences and loans	1,996,556			2,996,723
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net	$	3,052,973		$	3,153,698

	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
	(In thousands)
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates Revenues:
Minimum rents	$	723,121		$	101,266		$	585,791		666,577
Tenant recoveries	297,530			41,610			245,102			300,844
Overage rents	26,736			6,502			9,103			13,172
Management and other fees	16,346			1,217			15,592			9,802
Other	52,721			8,491			21,414			28,631
Total revenues	1,116,454			159,086			877,002			1,019,026
Expenses:
Real estate taxes	98,738			11,971			73,830			91,537
Property maintenance costs	40,293			7,309			31,882			36,364
Marketing	17,791			5,215			10,894			14,543
Other property operating costs	162,572			23,052			130,621			160,777
Provision for doubtful accounts	6,826			(471		)	5,287			10,781
Property management and other costs	46,935			7,576			40,409			51,369
General and administrative	29,062			2,491			36,034			11,637
Provisions for impairment	—			—			881			18,046
Depreciation and amortization	267,369			36,225			211,725			240,044
Total expenses	669,586			93,368			541,563			635,098
Operating income	446,868			65,718			335,439			383,928
Interest income	18,355			2,309			17,932			5,488
Interest expense	(350,716		)	(47,725		)	(271,476		)	(293,852		)
(Provision for) benefit from for income taxes	(794		)	(179		)	66			(1,673		)
Equity in income of unconsolidated joint ventures	54,207			9,526			43,479			61,730
Income from continuing operations	167,920			29,649			125,440			155,621
Discontinued operations	165,323			219			50,757			(61,503		)
Allocation to noncontrolling interests	(3,741		)	111			964			(3,453		)
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Equity In (Loss) Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Joint venture partners’ share of income	(181,213		)	(17,878		)	(67,845		)	(26,320		)
Amortization of capital or basis differences	(145,391		)	(12,605		)	(61,302		)	(59,710		)
Gain on Aliansce IPO	—			—			9,718			—
Loss on Highland Mall conveyance	—			—			(29,668		)	—
Discontinued operations	—			—			(6,207		)	28,208
Equity in income (loss) of Unconsolidated Real Estate Affiliates	$	2,898		$	(504	)	$	21,857		$	32,843

F-25

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows (see Note 18 for the maturities of our long term commitments, and note that the table below 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.):

	December 31,		December 31,
	2011		2010
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	13,091,080	$	13,687,452
Corporate and other unsecured term loans	1,704,290		1,728,625
Total fixed-rate debt	14,795,370		15,416,077
Variable-rate debt:
Collateralized mortgages, notes and loans payable	2,347,644		2,425,680
Total Mortgages, notes and loans payable	$	17,143,014	$	17,841,757
Variable-rate debt:
Junior Subordinated Notes	$	206,200	$	206,200

The weighted-average interest rate excluding the effects of deferred finance costs, on our collateralized mortgages, notes and loans payable was 5.13% at December 31, 2011 and 5.24% at December 31, 2010.  The weighted average interest rate, on the remaining corporate unsecured fixed and variable rate debt and the revolving credit facility was 6.18% at December 31, 2011.

We are not aware of any instance of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of December 31, 2011.

During the year ended December 31, 2011, we or our Unconsolidated Real Estate Affiliates refinanced the mortgage notes on 20 Consolidated and Unconsolidated regional malls representing $3.24 billion of new mortgage notes at our proportionate share.  These 20 new fixed-rate mortgage notes have a weighted average term of 10.16 years and generated cash proceeds in excess of in-place financing of approximately $619 million to GGP.  We have also been able to lower the weighted average interest rate of these 20 mortgage notes from 5.83% to 5.06%, while lengthening the term by approximately seven years over the remaining term previously in place.

Collateralized Mortgages, Notes and Loans Payable

As of December 31, 2011, $22.67 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain of these secured loans, representing $2.92 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.44 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $2.49 billion of such mortgages, notes and loans payable are recourse due to guarantees or other security provisions for the benefit of the note holder.  In addition, certain mortgage loans contain other credit enhancement provisions (primarily master leases for all or a portion of the property) which have been provided by GGP.  Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below.  As the result of a consensual agreement reached in the third quarter of 2010 with lenders of certain of our corporate debt, we recognized $83.7 million of additional interest expense for the period January1, 2010 through November 9, 2010.  The results of the Plan treatment for each of these obligations is also described below.

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006.  The Trust also issued $6.2 million of Common Securities to GGPLP.  The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2041.  Distributions on the TRUPS are equal to LIBOR plus 1.45%.  Distributions are cumulative and accrue from the date of original issuance.  The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of the Junior Subordinated Notes.  The Junior Subordinated Notes bear interest at LIBOR plus 1.45%. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary

F-26

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes.  As a result, we have recorded the Junior Subordinated Notes as Mortgages, Notes and Loans Payable and our common equity interest in the Trust as Prepaid Expenses and Other Assets in our Consolidated Balance Sheets at December 31, 2011 and 2010.  The Plan provided for reinstatement of the TRUPS.

We have publicly-traded unsecured bonds of $1.65 billion outstanding as of December 31, 2011 and December 31, 2010.  Such bonds have maturity dates from September 2012 through November 2015 and interest rates ranging from 5.38% to 7.20%.  The bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We expect to repay the $349.5 million of bonds that are due in September 2012.

In connection with the consummation of the Plan, we entered into a revolving credit facility (the “Facility”) providing for revolving loans of up to $300 million, none of which was used to consummate the Plan.  On February 25, 2011, we amended the Facility to provide for loans up to approximately $720 million and, under certain circumstances, up to $1 billion. On April 11, 2011, we further amended the Facility to provide for loans up to $750 million retaining the right, in certain circumstances, to borrow up to $1 billion.  The Facility is scheduled to mature three years from the Effective Date and the Facility is guaranteed by certain of our subsidiaries and secured by (i) first lien mortgages on certain properties, (ii) first-lien pledges of equity interests in certain of our subsidiaries and (iii) various additional collateral.

No amounts have been drawn on the Facility.  Borrowings under the Facility bear interest at a rate equal to LIBOR plus 4.5%.  The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required to maintain a maximum net debt to value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio and we are not aware of any non-compliance with such covenants as of December 31, 2011.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $19.1 million as of December 31, 2011 and $41.8 million as of December 31, 2010.  These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

NOTE 8INCOME TAXES

We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code.  We intend to maintain REIT status.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute 100% of capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income.  Generally, we are currently open to audit by the Internal Revenue Service for the years ending December 31, 2007 through 2011 and are open to audit by state taxing authorities for years ending December 31, 2006 through 2011.  Two of the Predecessor’s taxable REIT subsidiaries distributed as part of HHC were subject to IRS audit for the years ended December 31, 2007 and 2008.  On February 9, 2011, the two taxable REIT subsidiaries received statutory notices of deficiency (“90-day letters”) seeking $144.1 million in additional tax.  The two taxable REIT subsidiaries filed petitions in the U.S. Tax Court on May 6, 2011 and the government filed answers on July 6, 2011.  It is the Predecessor’s position that the tax law in question has been properly applied and reflected in the 2007 and 2008 returns for these two taxable REIT subsidiaries.  However, as the result of the IRS’ position, the Predecessor previously provided appropriate levels for the additional taxes sought by the IRS, through its uncertain tax position liability or deferred tax liabilities.  Although the Predecessor believes the tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns.

F-27

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the Predecessor has made adequate tax provisions for the years subject to examination.

Based on our assessment of the expected outcome of examinations that are in process or may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, we do not expect that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2011 during the next twelve months.

As a result of the emergence transactions, the Predecessor and its subsidiaries did experience an ownership change as defined under section 382 of the Internal Revenue Code which will limit its use of certain tax attributes.    As such, there are valuation allowances placed on deferred tax assets where appropriate.   Most of the attributes of the Predecessor were either used in effecting the reorganization or transferred to HHC.  Remaining attributes subject to limitation under Section 382 are not material.

The provision for (benefit from) income taxes for the year ended December 31, 2011, the period from November 10 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009 were as follows:

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Current	$	11,548		$	141		$	(6,449	)	$	(7,108	)
Deferred	(2,825		)	(9,133		)	(54,513		)	12,801
Total from Continuing Operations	8,723			(8,992		)	(60,692		)	5,693
Current	634			(2,676		)	(28,791		)	(8,335		)
Deferred	—			2,777			(443,379		)	(11,968		)
Total from Discontinued Operations	634			101			(472,170		)	(20,303		)
Total	$	9,357		$	(8,891	)	$	(533,132	)	$	(14,610	)

The distribution of assets from the Predecessor in the formation of HHC significantly changed the Successor’s exposure to income taxes.  The majority of taxable activities within the Predecessor were distributed in the formation of HHC with relatively insignificant taxable activities remaining with the Successor.  The vast majority of the Successor’s activities are conducted within the REIT structure.  REIT earnings are generally not subject to federal income taxes.  As such, the Successor’s provision for (benefit from) income taxes is not a material item in its financial statements.

Total provision for (benefit from) income taxes computed for continuing and discontinued operations by applying the Federal corporate tax rate for the year ended December 31, 2011, the period from November 10 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009 were as follows:

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Tax at statutory rate on earnings from continuing operations before income taxes	$	(109,050	)	$	(90,011	)	$	(225,959	)	$	(175,138	)
Increase (decrease) in valuation allowances, net	(497		)	1,491			(24,608		)	22,479
State income taxes, net of Federal income tax benefit	5,488			576			2,956			3,045
Tax at statutory rate on REIT earnings not subject to Federal income taxes	111,748			90,832			228,399			155,450
Tax expense (benefit) from change in tax rates, prior period adjustments and other permanent differences	3,076			95			1,792			954
Tax expense (benefit) from discontinued operations	101			18			(472,676		)	(21,180		)
Uncertain tax position expense, excluding interest	(1,185		)	(8,856		)	(34,560		)	866
Uncertain tax position interest, net of federal income tax benefit and other	(324		)	(3,036		)	(8,476		)	(1,086		)
Provision for (benefit from) income taxes	$	9,357		(8,891		)	(533,132		)	(14,610		)

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods.  Our TRS net operating loss carryforwards are currently scheduled to expire in subsequent years through 2031.   All of the

F-28

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REIT net operating loss carryforward amounts are subject to annual limitations under Section 382 of the Code, although it is not expected that there will be a significant impact as they are expected to be utilized against pre-tax income.

The amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes for our TRS’s are as follows:

	Amount		Expiration Dates
	(In thousands)
Net operating loss carryforwards - State	$	25,944	2012-2031
Capital loss carryforwards	6,638		2015

Each TRS and certain REIT entities subject to state income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities.  As of December 31, 2011, we had gross deferred tax assets totaling $21.6 million, of which a valuation allowance of $17.0 million has been established against certain deferred tax assets, and gross deferred tax liabilities of $29.2 million.  Net deferred tax assets (liabilities) are summarized as follows:

	2011			2010
	(In thousands)
Total deferred tax assets	$	21,574		$	27,998
Valuation allowance	(16,996		)	(17,493		)
Net deferred tax assets	4,578			10,505
Total deferred tax liabilities	(29,220		)	(36,463		)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

Due to the uncertainty of the realization of certain tax carryforwards, we have established valuation allowances on those deferred tax assets that we do not reasonably expect to realize. Deferred tax assets that we believe have only a remote possibility of realization have not been recorded.

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities as of December 31, 2011 and December 31, 2010 are summarized as follows:

	2011			2010
	(In thousands)
Operating loss and tax credit carryforwards	$	5,489		$	16,074
REIT deferred state tax liability	—			(9,653		)
Other TRS Property, primarily differences in basis of assets and liabilities	(13,135		)	(14,886		)
Valuation allowance	(16,996		)	(17,493		)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

We had unrecognized tax benefits recorded pursuant to uncertain tax positions of $6.1 million as of December 31, 2011, excluding interest, all of which would impact our effective tax rate.  Accrued interest related to these unrecognized tax benefits amounted to $0.7 million as of December 31, 2011.   The Successor had unrecognized tax benefits recorded pursuant to uncertain tax positions of $7.2 million as of December 31, 2010, excluding interest, all of which would impact our effective tax rate.  Accrued interest related to these unrecognized tax benefits amounted to $1.1 million as of December 31, 2010.

During the period ended November 9, 2010 and the year ended December 31, 2009 the Predecessor recognized previously unrecognized tax benefits, excluding accrued interest, of $72.9 million and $(6.2) million, respectively. The recognition of the previously unrecognized tax benefits resulted in the reduction of interest expense accrued related to these amounts.

F-29

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Unrecognized tax benefits, opening balance	$	7,235		$	16,090		$	103,975		$	112,915
Gross increases - tax positions in prior period	—			—			3,671			41
Gross increases - tax positions in current period	1,907			—			69,216			6,969
Gross decreases - tax positions in prior period	—			—			—			(15,950		)
Lapse of statute of limitations	(944		)	(8,855		)	(35,117		)	—
Gross decreases - other (1)	(2,145		)	—			(125,291		)	—
Gross decreases - tax positions in current period	—			—			(364		)	—
Unrecognized tax benefits, ending balance	$	6,053		$	7,235		$	16,090		$	103,975

(1)  An uncertain tax position related to the difference between the income tax method of accounting that was used and the financial statement method of accounting for prior sales of land related to the Predecessor’s Master Planned Communities business.

Based on the Successor’s assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at December 31, 2011, although such change would not be material to the 2012 financial statements.

Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes due to differences for Federal income tax reporting purposes in, among other things, estimated useful lives, depreciable basis of properties and permanent and temporary differences on the inclusion or deductibility of elements of income and deductibility of expense for such purposes.

Distributions paid on our common stock and their tax status, as sent to our shareholders, is presented in the following table.  The tax status of GGP distributions in 2011, 2010 and 2009 may not be indicative of future periods.

	Successor				Predecessor
	Year Ended December 31, 2011		Period from November 10 through December 31, 2010		Year Ended December 31, 2009
	(In thousands)
Oridinary income	$	0.303	$	—	$	0.103
Return of capital	—		—		—
Qualified dividends	—		0.244		—
Capital gain distributions	0.296		0.136		0.087
Distributions per share	$	0.599	$	0.380	$	0.190

NOTE 9WARRANT LIABILITY

Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued, on the Effective Date, 120 million warrants (the “Warrants”) to purchase common stock of GGP.  Below is a summary of the Warrants received by the Plan Sponsors and Blackstone.

Warrant Holder	Number of Warrants	Exercise Price
Brookfield Investor	57,500,000	$	10.75
Blackstone -B	2,500,000	10.75
Fairholme	41,070,000	10.50
Pershing Square	16,430,000	10.50
Blackstone -A	2,500,000	10.50
	120,000,000

F-30

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Warrants were fully vested upon issuance and the exercise prices are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events.  As a result of these investment provisions, as of the record date of our common stock dividends, the number of shares issuable upon exercise of the outstanding Warrants was increased as follows:

		Exercise Price
Record Date	Issuable Shares	Brookfield Investor and Blackstone		Fairholme, Pershing Square and Blackstone
December 30, 2010	123,144,000	$	10.48	$	10.23
April 15, 2011	123,960,000	10.41		10.16
July 15, 2011	124,704,000	10.34		10.10
December 30, 2011	131,748,000	9.79		9.56

As a result of the RPI distribution, the exercise price of the Warrants were adjusted by $0.3943 for the Brookfield Investor and Blackstone and by $0.3852 for the Fairholme, Pershing Square and Blackstone, on the record date of December 30, 2011, and the total number of issuable shares was 131,748,000.

Each GGP Warrant has a term of seven years and expires on November 9, 2017.  The Brookfield Investor Warrants and the Blackstone (A and B) Investor Warrants are immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants will be exercisable (for the initial 6.5 years from the Effective Date) only upon 90 days prior notice. No Warrants were exercised during the year ended December 31, 2011.

The estimated fair value of the Warrants was $986.0 million on December 31, 2011 and $1.04 billion on December 31, 2010 and is recorded as a liability as the holders of the Warrants could require GGP to settle such warrants in cash in the circumstance of a subsequent change of control.  Subsequent to the Effective Date, changes in the fair value of the Warrants have been and will continue to be recognized in earnings.  The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price and Level 3 inputs (Note 3).  The following table summarizes the estimated fair value of the Warrants and significant assumptions used in the valuation as of December 31, 2011 and December 31, 2010:

	December 31, 2011			December 31, 2010
	(Dollars in thousands, except for share amounts)
Warrant liability	$	985,962		$	1,041,004
GGP stock price per share	$	15.02		$	15.48
Implied volatility	37		%	38		%
Warrant term	5.86			6.86

The following table summarizes the change in fair value of the Warrant liability which is measured on a recurring basis:

	(In thousands)
Balance at November 10, 2010	$	835,752
Warrant liability adjustment	205,252
Balance at December 31, 2010	1,041,004
Warrant liability adjustment	(55,042		)
Balance at December 31, 2011	$	985,962

NOTE 10       RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail and other space under operating leases.  The minimum future rentals (excluding operating leases at properties held for disposition as of December 31, 2011 and properties part of the RPI Spin-Off - (Note 19) based on operating leases of our Consolidated Properties as of December 31, 2011 are as follows:

F-31

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year	Amount
	(In thousands)
2012	$	1,337,195
2013	1,267,646
2014	1,143,619
2015	1,003,459
2016	860,472
Subsequent	2,675,265
	$	8,287,656

Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above and below-market tenant leases.  Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.

NOTE 11       EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Noncontrolling Interests

The minority interests related to our common and preferred Operating Partnership units are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets, presented at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date.  The redeemable noncontrolling interests have been presented at carrying value plus allocated income (loss) and other comprehensive income as of December 31, 2011 and at fair value as of December 31, 2010.  The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets.  Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to common stockholders.

Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax.  Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions.  As a result, the common stock dividends declared for 2011 and 2010 modified the conversion rate to 1.0397624.  The aggregate amount of cash that would have been paid to the holders of the outstanding Common Units as of December 31, 2011 if such holders had requested redemption of the Common Units as of December 31, 2011, and all such Common Units were redeemed or purchased pursuant to the rights associated with such Common Units for cash, would have been $103.0 million.

The Plan provided that holders of the Common Units could elect to redeem, reinstate or convert their units. Four holders of the Common Units elected to redeem 226,684 Common Units in the aggregate on the Effective Date. All remaining Common Units were reinstated in the Operating Partnership on the Effective Date.

The Operating Partnership issued Convertible Preferred Units, which are convertible, with certain restrictions, at any time by the holder into Common Units of the Operating Partnership at the rates below (subject to adjustment).  The Common Units are convertible into common stock at a one to one ratio at the current stock price.  The convertible preferred units are carried at the greater of contractual redemption value or fair value (based on current stock price).

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of December 31, 2011	Converted Basis to Common Units Outstanding as of December 31, 2011	Contractual Coversion Price		Redemption Value
Series B	3.000	1,279,715	3,839,146	$	16.6667	$	63,985,887
Series D	1.508	532,750	803,498	33.1519		26,637,477
Series E	1.298	502,658	652,633	38.5100		25,132,889
Series C	1.000	20,000	20,000	250.0000		5,000,000
						$	120,756,253

F-32

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Plan, holders of the Convertible Preferred Units received their previously accrued and unpaid dividends net of the applicable taxes and reinstatement of their preferred units in the Operating Partnership.  Holders of the preferred units will receive shares of the common stock of RPI as a result of the spin-off that occurred on January 12, 2012.

The following table reflects the activity of the redeemable noncontrolling interests for year ended December 31, 2011, the period November 10, 2010 through December 31, 2010, the period January 1, 2010 through November 9, 2010 and for the year ended December 31, 2009.

	(In thousands)
Predecessor
Balance at January 1, 2009 (Predecessor)	$	499,926
Net loss	(21,960		)
Distributions	(9,433		)
Conversion of operating partnership units into common shares	(324,489		)
Other comprehensive income	10,573
Adjustment for noncontrolling interests in operating partnership	(13,200		)
Adjust redeemable noncontrolling interests	65,416
Balance at December 31, 2009 (Predecessor)	206,833
Net loss	(26,604		)
Distributions	(15,608		)
Other comprehensive income	683
Adjust redeemable noncontrolling interests	55,539
Balance at November 9, 2010 (Predecessor)	220,843
Successor
Net loss	(1,868		)
Other comprehensive income	(8		)
Adjust redeemable noncontrolling interests	11,522
Adjustment for noncontrolling interests in operating partnership	1,875
Balance at December 31, 2010 (Successor)	232,364
Net loss	(2,212		)
Distributions	(5,879		)
Cash redemption of operating partnership units	(4,615		)
Other comprehensive loss	(337		)
Adjustment for noncontrolling interests in operating partnership	4,474
Balance at December 31, 2011 (Successor)	$	223,795

Common Stock Dividend and Purchase of Common Stock

The following table summarizes the cash common stock dividends declared in 2011:

Declaration Date	Amount per Share		Date Paid	Record Date
March 29, 2011	$	0.10	April 29, 2011	April 15, 2011
April 26, 2011	0.10		July 29, 2011	July 15, 2011
July 29, 2011	0.10		October 31, 2011	October 14, 2011
November 7, 2011	0.10		January 13, 2012	December 30, 2011

In addition to the November 7, 2011 cash dividend declared, the Board of Directors approved the distribution of RPI on December 20, 2011 in the form of a special dividend for which GGP shareholders were entitled to receive approximately 0.0375 shares of RPI common stock held as of December 30, 2011.  RPI’s net equity was recorded as of December 31, 2011 as a dividend payable as substantive conditions for the spin-off were met as of December 31, 2011 and it was probable that the spin-off would occur. Accordingly, as of December 31, 2011, we have recorded a distribution payable

F-33

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of $526.3 million and a related decrease in retained earnings (accumulated deficit), of which $426.7 million relates to the special dividend, on our Consolidated Balance Sheet.  On January 12, 2012, we distributed our shares in RPI to the shareholders of record as of the close of business on December 30, 2011. This special dividend satisfied part of our 2011 and the 2012 REIT distribution requirements.

On December 20, 2010, we declared a dividend of $0.38 per share, paid on January 27, 2011 in the amount of approximately $35.8 million in cash and issued approximately 22.3 million shares of common stock (with a valuation of $14.4725 calculated based on the volume weighted average trading prices of GGP’s common stock on January 19 and January 21, 2011).

On March 29, 2011, we announced the implementation of our Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested. As a result of the DRIP elections for the dividends declared during 2011, 7,225,345 shares were issued during the year ended December 31, 2011.

In May 2011, we purchased shares of our common stock on the New York Stock Exchange through a private purchase.  In addition, on August 8, 2011, the Board of Directors authorized the Company to repurchase up to $250 million of our common stock on the open market.  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 summarizes the stock buy-back activity during the year:

Trade Date	Shares Purchased	Average Price		Total Consideration (In thousands)
August 18 - 26, 2011	2,046,940	$	13.1455	$	26,908
September 1 - 22, 2011	2,273,172	12.4592		28,322
October 3 - 5, 2011	927,468	11.3308		10,509

There were no stock repurchases during 2009 and 2010.

NOTE 12       EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding.  Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares.  The dilutive effect of the Warrants are computed using the “if-converted” method and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), is computed using the “treasury” method.

All options were anti-dilutive for all periods presented because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  In addition, potentially dilutive shares of 40,781,905 related to the Warrants for the year ended December 31, 2010, have been excluded from the denominator in the computation of diluted EPS because they are also anti-dilutive.  Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of GGPLP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS.

F-34

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information related to our EPS calculations is summarized as follows:

	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
	Basic and Diluted			Basic and Diluted			Basic and Diluted			Basic and Diluted
	(In thousands)
Numerators - Basic:
Loss from continuing operations	$	(279,788	)	$	(249,079	)	$	(635,341	)	$	(523,441	)
Allocation to noncontrolling interests	(6,331		)	1,843			13,572			19,911
Loss from continuing operations - net of noncontrolling interests	(286,119		)	(247,236		)	(621,769		)	(503,530		)
Discontinued operations	(27,093		)	(7,005		)	(577,067		)	(781,275		)
Allocation to noncontrolling interests	40			25			13,078			116
Discontinued operations - net of noncontrolling interests	(27,053		)	(6,980		)	(563,989		)	(781,159		)
Net (loss) income	(306,881		)	(256,084		)	(1,212,408		)	(1,304,716		)
Allocation to noncontrolling interests	(6,291		)	1,868			26,650			20,027
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Numerators - Diluted:
Loss from continuing operations - net of noncontrolling interests	$	(286,119	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted loss from continuing operations	$	(341,161	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted net loss attributable to common stockholders	$	(368,214	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Denominators:
Weighted average number of common shares outstanding - basic	943,669			945,248			316,918			311,993
Effect of dilutive securities	37,467			—			—			—
Weighted average number of common shares outstanding - diluted	981,136			945,248			316,918			311,993

NOTE 13       STOCK-BASED COMPENSATION PLANS

Incentive Stock Plans

On October 27, 2010, New GGP, Inc. adopted the General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) which remains in effect after the Effective Date. The number of shares of New GGP, Inc. common stock reserved for issuance under the Equity Plan is equal to 4% of New GGP, Inc.’s outstanding shares on a fully diluted basis as of the Effective Date. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, ‘‘the Awards’’). Directors, officers and other employees of GGP’s and its subsidiaries and affiliates are eligible for Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.  No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year.  Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP’s common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed ten years.

Pursuant to the Plan, on the Effective Date, unvested options issued by the Predecessor became fully vested.  Each option to acquire a share of the Predecessor common stock was replaced by two options:  an option to acquire one share of New GGP, Inc. common stock and a separate option to acquire 0.098344 of a share of HHC common stock.

The exercise price under the Predecessor outstanding options was allocated to the New GGP, Inc. options and the HHC options based on the relative fair values of the two underlying stocks.  For purposes of such allocation, the volume-weighted price of shares of New GGP, Inc. and HHC during the last ten-day trading period (the “Trading Period”) ending on or before the 60th day after the Effective Date was used.  As the date of emergence was November 9, 2010, the Trading Period was December 27, 2010 through January 7, 2011.  The volume-weighted price of one New GGP, Inc. common share was $15.29 and one HHC common share was $54.13, during the Trading Period and, therefore, the exercise prices for the Predecessor options replaced were allocated in a ratio of approximately 74.15%

F-35

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to GGP and 25.85% to HHC.  In addition, we agreed with HHC that all exercises of replacement options, except for those of two former senior executives that they exercised in 2010 immediately upon their termination of employment, would be settled by the employer of the Predecessor employee at the time of exercise.

Stock Options

The following tables summarize stock option activity for the Equity Plan for the Successor and for the 2003 Incentive Stock Plan for the Predecessor for the periods ended December 31, 2011, November 9 through December 31, 2010, January 1, 2010 through November 9, 2010 and for 2009.

	Successor								Predecessor
	2011				2010				2010				2009
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Stock options outstanding at January 1	5,427,011		$	20.21	5,413,917		$	16.26	4,241,500		$	31.63	4,730,000		$	33.01
(November 10 for Successor in 2010), Granted	8,662,716		15.26		1,891,857		14.73		2,100,000		10.56		—		—
Stock dividend adjustment	—		—		—		—		58,127		30.32		—		—
Exercised	(51,988	)	11.05		(1,828,369	)	2.72		—		—		—		—
Forfeited	(1,606,792	)	14.96		(25,000	)	14.73		(55,870	)	64.79		(290,000	)	54.66
Expired	(927,078	)	39.31		(25,394	)	34.05		(929,840	)	44.28		(198,500	)	30.78
Stock options outstanding at December 31	11,503,869		$	15.65	5,427,011		$	20.21	5,413,917		$	20.61	4,241,500		$	31.63

	Stock Options Outstanding					Stock Options Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price		Shares		Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price
$9.00 - $13.00	2,102,363		8.6	$	10.34	602,363		6.0	$	10.57
$14.00 - $17.00	8,902,418		9.3	15.15		667,440		8.9	14.73
$34.00 - $37.00	—		—	—		—		—	—
$46.00 - $50.00	499,088		0.2	46.95		499,088		0.2	46.96
Total	11,503,869		8.7	$	15.65	1,768,891		5.2	$	22.40
Intrinsic value (in thousands)	$	9,839				$	2,874

Stock options under the Equity Plan generally vest in 20% increments annually from one year from the grant date.  Options under the 2003 Plan were replaced under the Plan with options, fully vested, in New GGP Inc. common stock. The intrinsic value of outstanding and exercisable stock options as of December 31, 2011 represents the excess of our closing stock price on that date, $15.02, over the exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options, and is not presented in the table above if the result is a negative value.  The intrinsic value of exercised stock options represents the excess of our stock price at the time the option was exercised over the exercise price and was $0.2 million for options exercised during the year ended December 31, 2011 and $23.7 million for options exercised during the period from November 10, 2010 through December 31, 2010, No stock options were exercised during the period of January 1, 2010 through November 9, 2010, or during the year ended December 31, 2009.

The weighted-average fair value of stock options as of the grant date was $4.59 for stock options granted during the year ended December 31, 2011, $3.92 for stock options granted during the period from November 10, 2010 through December 31, 2010 and $4.99 for stock options granted during the period from January 1, 2010 through November 9, 2010.  No stock options were granted during the year ended December 31, 2009.

Restricted Stock

Pursuant to the Equity Plan and the 2003 Stock Incentive Plan, GGP and the Predecessor, respectively, made restricted stock grants to certain employees and non-employee directors.  The vesting terms of these grants are specific to the individual grant. The vesting terms varied in that a portion of the shares vested either immediately or on the first anniversary and the remainder vested in equal annual amounts over the next two to five years.  Participating employees were required to remain employed for vesting to occur (subject to certain exceptions in the case of retirement).  Shares that did not vest were forfeited.  Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest.  All the Predecessor grants of restricted stock

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

became vested at the Effective Date.  Each share of the Predecessor’s previously restricted common stock was replaced on the Effective Date by one share of New GGP, Inc. common stock and 0.098344 of a share of HHC common stock (rounded down to the nearest whole share because no fractional HHC shares were issued in accordance with the Plan).

The following table summarizes restricted stock activity for the respective grant year ended December 31, 2011, the periods from November 10, 2010 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and for the year ended December 31, 2009:

	Successor								Predecessor
	2011				2010				2010				2009
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding as of beginning of period	2,807,682		$	14.24	—		$	—	275,433		$	33.04	410,767		$	41.29
Granted	84,659		14.98		3,053,092		14.21		90,000		15.14		70,000		2.10
Canceled	(329,292	)	14.73		(12,500	)	14.73		(8,097	)	35.57		(69,628	)	46.04
Vested	(846,117	)	14.23		(232,910	)	13.87		(357,336	)	28.48		(135,706	)	35.38
Nonvested restricted stock grants outstanding as of end of period	1,716,932		$	14.19	2,807,682		$	14.24	—		$	—	275,433		$	33.04

The weighted average remaining contractual term (in years) of nonvested awards as of December 31, 2011 was 2.7 years.

The total fair value of restricted stock grants which vested was $12.1 million during the year ended December 31, 2011, $3.7 million during the period from November 10, 2010 through December 31, 2010, $5.6 million during the period from January 1, 2010 through November 9, 2010 and $0.1 million during the year ended December 31, 2009.

Threshold-Vesting Stock Options

Under the 1998 Incentive Stock Plan (the “1998 Incentive Plan”), stock incentive awards to employees in the form of threshold-vesting stock options (“TSOs”) have been granted. The exercise price of the TSO was the current market price (“CMP”) as defined in the 1998 Incentive Plan of the Predecessor common stock on the date the TSO was granted. In order for the TSOs to vest, common stock must achieve and sustain the applicable threshold price for at least 20 consecutive trading days at any time during the five years following the date of grant.  Participating employees must remain employed until vesting occurs in order to exercise the options. The threshold price was determined by multiplying the CMP on the date of grant by an Estimated Annual Growth Rate (7%) and compounding the product over a five-year period. TSOs granted in 2004 and thereafter were required to be exercised within 30 days of the vesting date or be forfeited.  TSOs granted prior to 2004, all of which have vested, have a term of up to 10 years.  Under the 1998 Incentive Plan, 8,163,995 options had been granted and there were no grants in 2008.  The 1998 Incentive Plan terminated December 31, 2008.  All unvested TSOs vested on the Effective Date and were replaced by vested GGP options and HHC options with equivalent terms as the former TSOs.  As most TSOs were granted subsequent to 2004, the majority of the options as replacements for TSOs were forfeited on December 10, 2010. The following is information for the options as replacements for TSOs as of December 31, 2010 and for the year then ended:

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Predecessor:
TSOs Outstanding, January 1, 2009	2,220,932
Forfeited/Canceled	(252,407		)
Exercised	—
TSOs Outstanding, December 31, 2009	1,968,525
Stock Dividend Adjustment	30,917
Forfeited/Canceled	(305,027		)
Exercised	(5,156		)
TSOs Outstanding, November 9, 2010	1,689,259
Successor:
Forfeited/Expired (*)	(1,578,749		)
Surrendered for cash	(1,085		)
Options as replacements for TSOs outstanding, December 31, 2010	109,425
Stock Dividend Adjustment	2,370
Forfeited/Expired (*)	(8,789		)
Exercised	(69,451		)
Options as replacements for TSOs outstanding, December 31, 2011	33,555
Weighted Average Exercise Price Outstanding	$	11.27
Weighted Average Remaining Term Outstanding	0.59
Fair Value of Outstanding Options on Effective Date (in thousands)	$	465

(*)   All outstanding TSOs vested pursuant to the Plan on the Effective Date.  The majority of the TSOs outstanding on the Effective Date had terms which stated that, once vested, such options would expire within 30 days if not exercised.

Holders of in-the-money options under the 1998 Incentive Stock Plan had the right to elect, within sixty days after the Effective Date, to surrender such options for a cash payment equal to the amount by which the highest reported sales price for a share of the Predecessor common stock during the sixty-day period prior to and including the Effective Date exceeded the exercise price per share under such option, multiplied by the number of shares of common stock subject to such option.

Other Required Disclosures

Historical data, such as the past performance of our common stock and the length of service by employees, is used to estimate expected life of the stock options, TSOs and our restricted stock and represents the period of time the options or grants are expected to be outstanding.  The weighted average estimated values of options granted were based on the following assumptions:

	Successor				Predecessor
			November 10, 2010		January 1, 2010
	Year Ended		through		through		Year Ended
	December 31, 2011		December 31, 2010		November 9, 2010		December 31, 2009
Risk-free interest rate (*)	1.25	%	1.26	%	1.39	%	No options granted
Dividend yield (*)	2.50	%	2.72	%	2.86	%	No options granted
Expected volatility	41.16	%	38.00	%	38.00	%	No options granted
Expected life (in years)	6.5		5.0		5.0		No options granted

(*) Weighted average

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Compensation expense related to stock-based compensation plans is summarized in the following table:

	Successor				Predecessor
	For the year ended December 31, 2011		For the period from November 10, 2010 through December 31, 2010		For the period from January 1, 2010 through November 9, 2010		For the year ended December 31, 2009
	(in thousands)
Stock options	$	8,245	$	953	$	3,914	$	1,943
Restricted stock	11,292		5,010		9,385		2,710
TSOs	—		—		2,892		3,986
Total	$	19,537	$	5,963	$	16,191	$	8,639

The Successor consolidated statements of operations do not include any expense related to the conversion of the Predecessor options to acquire the Predecessor common stock into options to acquire New GGP, Inc. and HHC common stock as such options were fully vested at the Effective Date and no service period expense or compensation expense is therefore recognizable.

As of December 31, 2011, total compensation expense which had not yet been recognized related to nonvested options and restricted stock grants was $61.6 million. Of this total, $19.5 million is expected to be recognized in 2012, $18.4 million in 2013, $12.0 million in 2014, $8.3 million in 2015 and $3.4 million in 2016.  These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, actual forfeiture rates which differ from estimated forfeitures and/or timing of TSO vesting.

NOTE 14       OTHER ASSETS

The following table summarizes the significant components of prepaid expenses and other assets.

	December 31,		December 31,
	2011		2010
	(In thousands)
Above-market tenant leases, net (Note 4)	$	1,163,754	$	1,518,893
Security and escrow deposits	247,718		259,440
Below-market ground leases, net (Note 4)	198,230		255,854
Real estate tax stabilization agreement, net (Note 4)	104,295		110,607
Prepaid expenses	51,928		64,230
Other non-tenant receivables	21,198		50,920
Deferred tax, net of valuation allowances	4,578		10,505
Prepaid finance costs	1,477		56
Below-market office lessee leases net	—		15,026
Other	12,357		14,921
Total prepaid expenses and other assets	$	1,805,535	$	2,300,452

F-39

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15       OTHER LIABILITIES

The following table summarizes the significant components of accounts payable and accrued expenses.

	December 31,		December 31,
	2011		2010
	(In thousands)
Below-market tenant leases, net (Note 4)	$	634,802	$	932,311
Accrued interest	196,536		143,856
Accounts payable and accrued expenses	164,139		264,578
Accrued real estate taxes	77,722		75,137
Accrued payroll and other employee liabilities	77,231		176,810
Construction payable	69,291		85,724
Deferred gains/income	65,174		60,808
Tenant and other deposits	19,336		19,109
Insurance reserve liability	17,796		17,381
Conditional asset retirement obligation liability	16,596		16,637
Above-market office lessee leases, net	13,571		—
Capital lease obligations	12,774		12,998
Uncertain tax position liability	6,847		8,356
Other	73,923		79,866
Total accounts payable and accrued expenses	$	1,445,738	$	1,893,571

NOTE 16       ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Components of accumulated other comprehensive income (loss) as of December 31, 2011 and 2010 are as follows:

	December 31, 2011			December 31, 2010
	(in thousands)
Net unrealized (losses) gains on financial instruments	$	—		$	129
Foreign currency translation	(48,545		)	75
Unrealized gains (losses) on available-for-sale securities	263			(32		)
	$	(48,282	)	$	172

NOTE 17       LITIGATION

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Default Interest

Pursuant to the Plan, the Company cured and reinstated that certain note (the “Homart Note”) in the original principal amount of $254.0 million between GGP Limited Partnership and The Comptroller of the State of New York as Trustee of the Common Retirement Fund (“CRF”) by payment in cash of accrued interest at the contractual non-default rate.   CRF, however, contended that the Company’s bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010.  On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million.  As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. However, the Company has appealed the Bankruptcy Court’s order and has reserved its right to recover the payment of default interest.

Pursuant to the Plan, the Company agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility (the “2006 Credit Facility”) the principal amount of their claims outstanding of approximately $2.58

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate.  In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders, and in August 2011, the Company appealed the order. As a result of the ruling, the Company recorded additional default interest of $49.5 million in the year ended December 31, 2011 and has accrued $91.5 million as of December 31, 2011.  The Company accrued $42.0 million of default interest as of December 31, 2010 based upon its assessment of default interest amounts that would be paid under the 2006 Credit Facility.  We will continue to evaluate the appropriateness of our accrual during the appeal process.

Tax Indemnification Liability

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.

NOTE 18       COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Successor				Predecessor
	Year Ended December 31,		Period from November 10, 2010 through December 31,		Period from January 1, 2010 through November 9,		Year Ended December 31,
	2011		2010		2010		2009
	(In thousands)
Contractual rent expense, including participation rent	$	14,270	$	1,990	$	9,351	$	11,683
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	8,411		1,179		4,725		6,236

See Note 8 for our obligations related to uncertain tax positions for disclosure of additional contingencies.

The following table summarizes the contractual maturities of our long-term commitments. Long-term debt, held for sale debt and ground leases include the related acquisition accounting fair value adjustments:

	2012		2013		2014		2015		2016		Subsequent / Other		Total
	(In thousands)
Long-term debt-principal	$	1,555,148	$	1,388,883	$	2,735,139	$	2,038,427	$	3,424,025	$	6,001,392	$	17,143,014
Held for sale debt principal(1)	72,453		—		—		—		—		—		72,453
Retained debt-principal	37,745		1,277		1,363		1,440		1,521		87,272		130,618
Junior Subordinated Notes(2)	206,200		—		—		—		—		—		206,200
Ground lease payments	6,520		6,629		6,663		6,674		6,558		223,767		256,811
Tax indemnification liability	—		—		—		—		—		303,750		303,750
Uncertain tax position liability	—		—		—		—		—		6,847		6,847
Total	$	1,878,066	$	1,396,789	$	2,743,165	$	2,046,541	$	3,432,104	$	6,623,028	$	18,119,693

(1) Held for sale debt principal is included in liabilities held for disposition on the consolidated balance sheet.

(2) Although we do not expect the notes to be redeemed prior to maturity in 2041, the trust that owns the notes may exercise its right to redeem the notes prior to 2041.  As a result, the notes are included as amounts due in 2012.

F-41

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contingent Stock Agreement

In conjunction with GGP’s acquisition of The Rouse Company (“TRC”) in November 2004, GGP assumed TRC’s obligations under the Contingent Stock Agreement, (“the “CSA”). Under the terms of the CSA, the Predecessor was required through August 2009 to issue shares of its common stock semi-annually (February and August) to the previous owners of certain assets within the Summerlin Master Planned Community (the “CSA Assets”) dependent on the cash flows from the development and/or sale of the CSA Assets and the Predecessor’s stock price. During 2009, the Predecessor was not obligated to deliver any shares of its common stock under the CSA as the net development and sales cash flows of the CSA assets were negative for the applicable periods. The Plan provided that the final payment and settlement of all other claims under the CSA would be a total of $230.0 million, all of which has been paid by GGP as of December 31, 2010. On the Effective Date, the CSA assets were spun-out, with the other Summerlin assets, to HHC.

NOTE 19       SUBSEQUENT EVENTS

On January 12, 2012, we completed the spin-off of RPI, which now owns a 30-mall portfolio, 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 a 1% interest in RPI.  The consolidated financial information presented herein includes RPI in discontinued operations for all periods presented.

On February 21, 2012, we sold Grand Traverse Mall to RPI.  RPI assumed the debt on the property as consideration for the purchase.

On February 23, 2012, our board approved the purchase of 11 anchor boxes from an anchor tenant for $270 million.  These anchor boxes will provide us further opportunities to expand, redevelop and enhance certain assets within our portfolio.  The acquisition is expected to close in the second quarter of 2012.

On February 27, 2012, our board approved the declaration of a quarterly common stock dividend of $0.10 per share.  The dividend is payable on April 30, 2012, to stockholders of record on April 16, 2012.

On March 2, 2012, we sold our interest in Village of Cross Keys for $25.0 million.  We received $8.0 million in cash and entered into a secured note receivable with the buyer for $17.0 million.

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GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20       QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	2011
	Successor
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
Total revenues	$	620,414		$	603,020		$	624,179		$	657,985
Operating income	158,314			143,821			135,698			122,832
Income (loss) from continuing operations	9,846			(197,191		)	260,250			(352,693		)
Income (loss) from discontinued operations	(2,910		)	(4,922		)	(3,689		)	(15,572		)
Net income (loss) attributable to common shareholders	5,664			(203,047		)	252,049			(367,838		)
Basic earnings (loss) per share from:(1)
Continuing operations	0.01			(0.21		)	0.27			(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Diluted earnings (loss) per share from:(1)
Continuing operations	—			(0.21		)	(0.08		)	(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Dividends declared per share(2)	0.10			0.10			0.10			0.53
Weighted-average shares outstanding:
Basic	957,435			946,769			936,260			943,669
Diluted	996,936			946,769			970,691			943,669

	2010
	Predecessor												Successor
	First Quarter			Second Quarter			Third Quarter			Period from October 1 through November 9			Period from November 10 through December 31
	(In thousands, except per share amounts)
Total revenues	$	625,672		$	616,642		$	622,830		$	276,299		$	373,250
Operating income	242,641			236,348			233,818			107,492			75,804
Income (loss) from continuing operations	(19,560		)	(126,080		)	(226,657		)	(263,044		)	(249,079		)
Income (loss) from discontinued operations	75,334			8,508			(7,122		)	(653,787		)	(7,005		)
Net income (loss) attributable to common shareholders	51,656			(117,527		)	(231,185		)	(888,702		)	(254,216		)
Basic earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Diluted earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Dividends declared per share	—			—			—			—			0.38
Weighted-average shares outstanding:
Basic	315,773			317,363			317,393			317,393			945,248
Diluted	317,070			317,363			317,393			317,393			945,248

(1)Earnings (loss) per share for the quarters do not add up to annual earnings per share due to the issuance of additional common stock during the year.

(2)Includes $0.43 non-cash distribution of Rouse Properties, Inc. (Note 11).

NOTE 21       PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following pro forma financial information has been presented as a result of the acquisition of the Predecessor pursuant to the Plan during 2010.  The pro forma consolidated statements of operations are based upon the historical financial information of the Predecessor and the Successor as presented in this Annual Report, excluding discontinued operations and the financial information of operations spun off to HHC, as if the transaction had been consummated on the first day of the earliest period presented.

The following pro forma financial information may not necessarily be indicative of what our actual results would have been if the Plan had been consummated as of the date assumed, nor does it purport to represent our results of operations for future periods.

F-43

	For the period from November 10, 2010 through December 31, 2010			For the period from January 1, 2010 through November 9, 2010			Pro Forma Year Ended December 31, 2010
	(In thousands)
Total revenues	$	373,250		$	2,141,443		$	2,492,167
Loss from continuing operations	(249,079		)	(635,341		)	(698,515		)

	Year Ended December 31, 2009			Pro Forma Year Ended December 31, 2009
Total revenues	$	2,551,172		$	2,521,574
Loss from continuing operations	(523,441		)	(815,025		)

Included in the above pro forma financial information for the year ended December 31, 2010 and 2009 are the following adjustments:

Minimum rent receipts are recognized on a straight-line basis over periods that reflect the related lease terms, and include accretion and amortization related to above and below market portions of tenant leases. Acquisition accounting pro forma adjustments reflect a change in the periods over which such items are recognized. The adjustment related to straight line rent and accretion and amortization related to above and below market portions of tenant leases was a decrease in revenues of $27.4 million for the year ended December 31, 2010 and $36.0 million for the year ended December 31, 2009.

Depreciation and amortization have been adjusted to reflect adjustments of estimated useful lives and contractual terms as well as the fair valuation of the underlying assets and liabilities, resulting in changes to the rate and amount of depreciation and amortization.

Interest expense has been adjusted to reflect the reduction in interest expense due to the repayment or replacement of certain of Old GGP’s debt as provided by the Plan. In addition, the pro forma information reflects non-cash adjustments to interest expense due to the fair valuing of debt and deferred expenses and other amounts in historical interest expense as a result of the acquisition method of accounting.

Reorganization items have been reversed as the Plan is assumed to be effective and all debtors of the Predecessor are deemed to have emerged from bankruptcy as of the first day of the periods presented and, accordingly, such expenses or items would not be incurred.

F-44

GENERAL GROWTH PROPERTIES, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

General Growth Properties, Inc.

Chicago, Illinois

We have audited the consolidated financial statements of General Growth Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for the year ended December 31, 2011 and the period from November 10, 2010 to December 31, 2010 (Successor Company operations), and the period from January 1, 2010 to November 9, 2010 and the year ended December 31, 2009 (Predecessor Company operations) and the Company’s internal control over financial reporting as of December 31, 2011 (such report dated February 29, 2012 and not presented herein), and have issued our report thereon dated February 29, 2012 (June 27, 2012 as to the effects of the 2012 discontinued operations described in Note 5 to the consolidated financial statements) (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s financial statements including assets, liabilities, and a capital structure with carrying values not comparable with prior periods); such report is included elsewhere in this Form 8-K and is incorporated herein by reference.  Our audits also included the consolidated financial statement schedule of the Company included within this Form 8-K.  This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 29, 2012 (June 27, 2012 as to the effects of the 2012 discontinued operations described in Note g)

F-45

GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

							Costs Capitalized						Gross Amounts at Which
				Acquisition Accounting Cost (f)			Subsequent to Acquisition (c)						Carried at Close of Period (d)									Life Upon Which
						Buildings				Buildings					Buildings							Latest Statement
						and				and					and				Accumulated		Date	of Operation is
Name of Center	Location	Encumbrances (a)		Land		Improvements	Land			Improvements			Land		Improvements		Total		Depreciation (e)		Acquired	Computed
							(In thousands)
Ala Moana Center	Honolulu, HI	$	1,322,146	$	571,836	1,738,740	$	—		$	1,892		$	571,836	$	1,740,632	$	2,312,468	$	67,252	2010	(e)
Anaheim Crossing	Anaheim, CA	—		—		4,464	—			(4,464		)	—		—		—		—		2010	(e)
Animas Valley Mall	Farmington, NM	43,451		6,509		32,270	—			858			6,509		33,128		39,637		2,745		2010	(e)
Apache Mall	Rochester, MN	—		17,738		116,663	—			986			17,738		117,649		135,387		5,701		2010	(e)
Arizona Center	Phoenix, AZ	—		4,095		168,099	(4,095		)	(168,099		)	—		—		—		—		2010	(e)
Augusta Mall	Augusta, GA	159,401		25,450		137,376	—			3,394			25,450		140,770		166,220		8,333		2010	(e)
Austin Bluffs Plaza (g)	Colorado Springs, CO	1,983		1,425		1,075	—			—			1,425		1,075		2,500		40		2010	(e)
Bailey Hills Village	Eugene, OR	—		422		347	(422		)	(347		)	—		—		—		—		2010	(e)
Baskin Robbins	Idaho Falls, ID	—		333		19	—			—			333		19		352		5		2010	(e)
Baybrook Mall	Friendswood, TX	179,951		76,527		288,241	—			(2,215		)	76,527		286,026		362,553		12,367		2010	(e)
Bayshore Mall	Eureka, CA	30,436		4,770		33,305	—			(327		)	4,770		32,978		37,748		2,005		2010	(e)
Bayside Marketplace	Miami, FL	83,953		—		198,396	—			1,105			—		199,501		199,501		13,491		2010	(e)
Beachwood Place	Beachwood, OH	227,749		59,156		196,205	—			1,256			59,156		197,461		256,617		7,602		2010	(e)
Bellis Fair	Bellingham, WA	93,882		14,122		102,033	—			704			14,122		102,737		116,859		4,956		2010	(e)
Birchwood Mall	Port Huron, MI	46,924		8,316		44,884	—			68			8,316		44,952		53,268		2,577		2010	(e)
Boise Plaza	Boise, ID	—		3,996		645	—			(42		)	3,996		603		4,599		73		2010	(e)
Boise Towne Plaza	Boise, ID	9,694		6,457		3,195	—			10			6,457		3,205		9,662		446		2010	(e)
Boise Towne Square	Boise, ID	139,650		37,724		159,923	—			213			37,724		160,136		197,860		7,055		2010	(e)
Brass Mill Center	Waterbury, CT	89,053		21,959		79,574	—			504			21,959		80,078		102,037		4,415		2010	(e)
Brass Mill Commons	Waterbury, CT	19,046		9,538		19,533	—			(133		)	9,538		19,400		28,938		1,100		2010	(e)
Burlington Town Center	Burlington, VT	24,066		3,703		22,576	—			(615		)	3,703		21,961		25,664		2,449		2010	(e)
Cache Valley Mall	Logan, UT	28,623		2,890		19,402	—			(48		)	2,890		19,354		22,244		1,115		2010	(e)
Cache Valley Marketplace	Logan, UT	—		1,072		7,440	—			13			1,072		7,453		8,525		503		2010	(e)
Canyon Point Village Center	Las Vegas, NV	—		11,439		9,388	(11,439		)	(9,388		)	—		—		—		—		2010	(e)
Capital Mall	Jefferson City, MO	—		1,114		7,731	—			(45		)	1,114		7,686		8,800		899		2010	(e)
Chula Vista Center	Chula Vista, CA	—		13,214		67,743	1,149			10,134			14,363		77,877		92,240		4,052		2010	(e)
Coastland Center	Naples, FL	120,694		24,470		166,038	—			343			24,470		166,381		190,851		7,605		2010	(e)
Collin Creek	Plano, TX	63,742		14,747		48,094	—			426			14,747		48,520		63,267		2,997		2010	(e)
Colony Square Mall	Zanesville, OH	28,212		4,253		29,573	—			546			4,253		30,119		34,372		2,150		2010	(e)
Columbia Mall	Columbia, MO	89,355		7,943		107,969	—			8			7,943		107,977		115,920		6,343		2010	(e)
Columbiana Centre	Columbia, SC	103,800		22,178		125,061	—			17			22,178		125,078		147,256		7,791		2010	(e)
Coral Ridge Mall	Coralville, IA	91,278		20,178		134,515	—			171			20,178		134,686		154,864		6,657		2010	(e)
Coronado Center	Albuquerque, NM	153,690		28,312		153,526	—			1,163			28,312		154,689		183,001		8,322		2010	(e)
Crossroads Center	St. Cloud, MN	78,493		15,499		103,077	—			1,480			15,499		104,557		120,056		5,855		2010	(e)
Cumberland Mall	Atlanta, GA	105,594		36,913		138,795	—			1,545			36,913		140,340		177,253		7,703		2010	(e)
Deerbrook Mall	Humble, TX	152,656		36,761		133,448	—			(295		)	36,761		133,153		169,914		6,485		2010	(e)
Eastridge Mall	Casper, WY	34,310		5,484		36,756	—			91			5,484		36,847		42,331		2,299		2010	(e)
Eastridge Mall	San Jose, CA	153,167		30,368		135,317	—			603			30,368		135,920		166,288		6,147		2010	(e)
Eden Prairie Center	Eden Prairie, MN	73,308		24,985		74,733	—			83			24,985		74,816		99,801		5,902		2010	(e)
Fallbrook Center	West Hills, CA	81,771		18,479		62,432	1,543			4,364			20,022		66,796		86,818		3,622		2010	(e)
Faneuil Hall Marketplace	Boston, MD	—		—		91,817	—			(91,817		)	—		—		—		—		2010	(e)
Fashion Place	Murray, UT	138,206		24,068		232,456	—			22,215			24,068		254,671		278,739		10,402		2010	(e)
Fashion Show	Las Vegas, NV	629,870		564,310		627,327	—			29,169			564,310		656,496		1,220,806		33,441		2010	(e)
Foothills Mall	Fort Collins, CO	38,682		16,137		22,259	—			1,342			16,137		23,601		39,738		2,293		2010	(e)
Fort Union	Midvale, UT	2,386		—		2,104	—			(375		)	—		1,729		1,729		58		2010	(e)
Four Seasons Town Centre	Greensboro, NC	93,570		17,259		126,570	—			736			17,259		127,306		144,565		5,908		2010	(e)
Fox River Mall	Appleton, WI	185,835		42,259		217,932	—			1,029			42,259		218,961		261,220		8,857		2010	(e)
Fremont Plaza	Las Vegas, NV	—		—		1,723	—			(17		)	—		1,706		1,706		202		2010	(e)
Gateway Crossing Shopping Center	Bountiful, UT	—		9,701		13,957	(9,701		)	(13,957		)	—		—		—		—		2010	(e)
Gateway Mall	Springfield, OR	—		7,097		36,573	—			2,574			7,097		39,147		46,244		2,457		2010	(e)
Glenbrook Square	Fort Wayne, IN	158,095		30,965		147,002	—			(447		)	30,965		146,555		177,520		6,880		2010	(e)
Governor’s Square	Tallahassee, FL	75,465		18,289		123,088	—			733			18,289		123,821		142,110		8,209		2010	(e)

F-46

GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

					Costs Capitalized				Gross Amounts at Which
			Acquisition Accounting Cost		Subsequent to Acquisition (c)				Carried at Close of Period (d)					Life Upon Which
				Buildings			Buildings			Buildings				Latest Statement
				and			and			and		Accumulated	Date	of Operation is
Name of Center	Location	Encumbrances (a)	Land	Improvements	Land		Improvements		Land	Improvements	Total	Depreciation (e)	Acquired	Computed
					(In thousands)
Grand Teton Mall	Idaho Falls, ID	50,733	7,836	52,616	—		394		7,836	53,010	60,846	2,817	2010	(e)
Grand Teton Plaza	Idaho Falls, ID	—	5,230	7,042	—		577		5,230	7,619	12,849	441	2010	(e)
Greenwood Mall	Bowling Green, KY	—	12,459	85,370	—		1,912		12,459	87,282	99,741	4,494	2010	(e)
Harborplace	Baltimore, MD	50,198	—	82,834	—		835		—	83,669	83,669	3,627	2010	(e)
Hulen Mall	Fort Worth, TX	103,599	8,665	112,252	—		9,409		8,665	121,661	130,326	5,579	2010	(e)
Jordan Creek Town Center	West Des Moines, IA	173,545	54,663	262,608	—		1,643		54,663	264,251	318,914	11,394	2010	(e)
Knollwood Mall	St. Louis Park, MN	36,132	6,127	32,905	—		119		6,127	33,024	39,151	1,987	2010	(e)
Lakeland Square	Lakeland, FL	51,357	10,938	56,867	—		614		10,938	57,481	68,419	3,226	2010	(e)
Lakeside Mall	Sterling Heights, MI	155,040	36,993	130,460	—		1,275		36,993	131,735	168,728	6,039	2010	(e)
Lansing Mall	Lansing, MI	22,129	9,615	49,220	—		279		9,615	49,499	59,114	2,980	2010	(e)
Lincolnshire Commons	Lincolnshire, IL	27,423	8,806	26,848	—		(10	)	8,806	26,838	35,644	1,327	2010	(e)
Lynnhaven Mall	Virginia Beach, VA	218,241	54,628	219,013	—		(1,478	)	54,628	217,535	272,163	10,117	2010	(e)
Mall At Sierra Vista	Sierra Vista, AZ	23,335	7,078	36,441	—		2		7,078	36,443	43,521	1,764	2010	(e)
Mall of Louisiana	Baton Rouge, LA	234,883	88,742	319,097	—		43		88,742	319,140	407,882	11,941	2010	(e)
Mall of The Bluffs	Council Bluffs, IA	25,909	3,839	12,007	—		(205	)	3,839	11,802	15,641	972	2010	(e)
Mall St. Matthews	Louisville, KY	135,695	42,014	155,809	19		1,389		42,033	157,198	199,231	6,829	2010	(e)
Mall St. Vincent	Shreveport, LA	—	4,604	21,927	—		(340	)	4,604	21,587	26,191	1,396	2010	(e)
Market Place Shopping Center	Champaign, IL	105,240	21,611	111,515	—		1,378		21,611	112,893	134,504	6,137	2010	(e)
Mayfair Mall	Wauwatosa, WI	297,066	84,473	352,140	(79	)	685		84,394	352,825	437,219	17,345	2010	(e)
Meadows Mall	Las Vegas, NV	97,462	30,275	136,846	—		322		30,275	137,168	167,443	6,241	2010	(e)
Mondawmin Mall	Baltimore, MD	72,556	19,707	63,348	—		4,405		19,707	67,753	87,460	4,102	2010	(e)
Newgate Mall	Ogden, UT	38,204	17,856	70,318	—		2,487		17,856	72,805	90,661	4,688	2010	(e)
Newpark Mall	Newark, CA	67,056	17,848	57,404	—		857		17,848	58,261	76,109	3,797	2010	(e)
North Plains Mall	Clovis, NM	13,160	2,218	11,768	—		379		2,218	12,147	14,365	958	2010	(e)
North Point Mall	Alpharetta, GA	207,212	57,900	228,517	—		1,930		57,900	230,447	288,347	14,810	2010	(e)
North Star Mall	San Antonio, TX	217,665	91,135	392,422	—		3,097		91,135	395,519	486,654	15,252	2010	(e)
Northridge Fashion Center	Northridge, CA	248,738	66,774	238,023	—		112		66,774	238,135	304,909	11,093	2010	(e)
NorthTown Mall	Spokane, WA	89,565	12,310	108,857	—		575		12,310	109,432	121,742	6,389	2010	(e)
Oak View Mall	Omaha, NE	84,601	20,390	107,216	—		1,673		20,390	108,889	129,279	6,406	2010	(e)
Oakwood Center	Gretna, LA	90,249	21,105	74,228	—		149		21,105	74,377	95,482	3,278	2010	(e)
Oakwood Mall	Eau Claire, WI	81,592	13,786	92,114	—		532		13,786	92,646	106,432	4,995	2010	(e)
Oglethorpe Mall	Savannah, GA	130,229	27,075	157,100	—		1,700		27,075	158,800	185,875	8,370	2010	(e)
Orem Plaza Center Street (g)	Orem, UT	2,133	1,935	2,180	—		6		1,935	2,186	4,121	71	2010	(e)
Orem Plaza State Street (g)	Orem, UT	1,320	1,264	611	—		52		1,264	663	1,927	29	2010	(e)
Owings Mills Mall	Owing Mills, MD	—	24,921	31,746	(22,519	)	(6,202	)	2,402	25,544	27,946	1,414	2010	(e)
Oxmoor Center	Louisville, KY	94,396	—	117,814	—		874		—	118,688	118,688	5,133	2010	(e)
Paramus Park	Paramus, NJ	96,729	31,320	102,054	—		2,026		31,320	104,080	135,400	5,956	2010	(e)
Park City Center	Lancaster, PA	195,740	42,451	195,409	—		660		42,451	196,069	238,520	5,094	2010	(e)
Park Place	Tucson, AZ	198,468	61,907	236,019	—		577		61,907	236,596	298,503	9,352	2010	(e)
Peachtree Mall	Columbus, GA	82,983	13,855	92,143	—		2,187		13,855	94,330	108,185	5,843	2010	(e)
Pecanland Mall	Monroe, LA	51,551	12,943	73,231	—		1,672		12,943	74,903	87,846	4,894	2010	(e)
Pembroke Lakes Mall	Pembroke Pines, FL	122,111	64,883	254,910	—		322		64,883	255,232	320,115	17,140	2010	(e)
Pierre Bossier Mall	Bossier City, LA	41,440	7,522	38,247	—		(291	)	7,522	37,956	45,478	1,828	2010	(e)
Pine Ridge Mall	Pocatello, ID	23,133	7,534	5,013	—		49		7,534	5,062	12,596	726	2010	(e)
Pioneer Place	Portland, OR	112,329	—	97,096	—		962		—	98,058	98,058	3,712	2010	(e)
Plaza 800	Sparks, NV	—	—	61	—		336		—	397	397	14	2010	(e)
Prince Kuhio Plaza	Hilo, HI	33,814	—	52,373	—		(100	)	—	52,273	52,273	3,078	2010	(e)
Providence Place	Providence, RI	421,371	—	400,893	—		1,345		—	402,238	402,238	16,169	2010	(e)
Provo Towne Centre	Provo, UT	55,422	17,027	75,871	—		(12,949	)	17,027	62,922	79,949	3,559	2010	(e)
Red Cliffs Mall	St. George, UT	21,986	4,739	33,357	—		(135	)	4,739	33,222	37,961	1,798	2010	(e)
Red Cliffs Plaza	St. George, UT	—	2,073	573	—		5		2,073	578	2,651	104	2010	(e)
Regency Square Mall	Jacksonville, FL	74,467	14,979	56,082	—		(660	)	14,979	55,422	70,401	6,066	2010	(e)
Ridgedale Center	Minnetonka, MN	161,139	39,495	151,090	—		1,460		39,495	152,550	192,045	6,863	2010	(e)
River Falls Mall	Clarksville, IN	—	4,464	12,824	(4,464	)	(12,824	)	—	—	—	—	2010	(e)
River Hills Mall	Mankato, MN	76,961	16,207	85,608	—		1,352		16,207	86,960	103,167	4,577	2010	(e)

F-47

GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

					Costs Capitalized				Gross Amounts at Which
			Acquisition Accounting Cost		Subsequent to Acquisition (c)				Carried at Close of Period (d)					Life Upon Which
				Buildings			Buildings			Buildings				Latest Statement
				and			and			and		Accumulated	Date	of Operation is
Name of Center	Location	Encumbrances (a)	Land	Improvements	Land		Improvements		Land	Improvements	Total	Depreciation (e)	Acquired	Computed
					(In thousands)
River Pointe Plaza (g)	West Jordan, UT	3,303	3,128	3,509	—		6		3,128	3,515	6,643	156	2010	(e)
Riverlands Shopping Center	LaPlace, LA	—	2,017	4,676	(2,017	)	(4,676	)	—	—	—	—	2010	(e)
Riverside Plaza	Provo, UT	—	8,128	9,489	(8,128	)	(9,489	)	—	—	—	—	2010	(e)
Rivertown Crossings	Grandville, MI	167,829	47,790	181,770	—		1,507		47,790	183,277	231,067	7,992	2010	(e)
Rogue Valley Mall	Medford, OR	26,575	9,042	61,558	—		1,438		9,042	62,996	72,038	3,248	2010	(e)
Saint Louis Galleria	St. Louis, MO	—	21,425	263,596	(21,425	)	(263,596	)	—	—	—	—	2010	(e)
Salem Center	Salem, OR	37,416	5,925	33,620	—		(84	)	5,925	33,536	39,461	1,742	2010	(e)
Sikes Senter	Wichita Falls, TX	49,891	5,915	34,075	—		1,467		5,915	35,542	41,457	3,097	2010	(e)
Silver Lake Mall	Coeur d’Alene, ID	13,078	3,237	12,914	—		33		3,237	12,947	16,184	730	2010	(e)
Sooner Mall	Norman, OK	57,721	9,902	69,570	—		2,744		9,902	72,314	82,216	3,599	2010	(e)
Southlake Mall	Morrow, GA	91,708	19,263	68,607	—		166		19,263	68,773	88,036	5,439	2010	(e)
Southland Center	Taylor, MI	—	13,698	51,861	—		(666	)	13,698	51,195	64,893	2,234	2010	(e)
Southland Mall	Hayward, CA	72,908	23,407	81,474	—		6,386		23,407	87,860	111,267	4,889	2010	(e)
Southshore Mall	Aberdeen, WA	—	460	316	—		71		460	387	847	147	2010	(e)
Southwest Plaza	Littleton, CO	106,375	19,024	76,453	—		95		19,024	76,548	95,572	5,188	2010	(e)
Spokane Valley Mall	Spokane, WA	52,431	14,328	83,706	—		(9,930	)	14,328	73,776	88,104	3,514	2010	(e)
Spokane Valley Plaza	Spokane, WA	—	2,488	16,503	—		(2,122	)	2,488	14,381	16,869	697	2010	(e)
Spring Hill Mall	West Dundee, IL	52,611	8,219	23,679	—		(53	)	8,219	23,626	31,845	1,803	2010	(e)
Staten Island Mall	Staten Island, NY	282,198	102,227	375,612	—		2,496		102,227	378,108	480,335	20,017	2010	(e)
Steeplegate Mall	Concord, NH	66,434	11,438	42,032	—		264		11,438	42,296	53,734	2,481	2010	(e)
Stonestown Galleria	San Francisco, CA	216,093	65,962	203,043	—		(705	)	65,962	202,338	268,300	8,425	2010	(e)
The Boulevard Mall	Las Vegas, NV	81,895	34,523	46,428	—		851		34,523	47,279	81,802	4,340	2010	(e)
The Crossroads	Portage, MI	—	20,261	95,463	—		(40	)	20,261	95,423	115,684	7,296	2010	(e)
The Gallery At Harborplace	Baltimore, MD	77,778	15,930	112,117	—		1,076		15,930	113,193	129,123	5,328	2010	(e)
The Grand Canal Shoppes	Las Vegas, NV	370,823	49,785	716,625	—		(715	)	49,785	715,910	765,695	25,307	2010	(e)
The Maine Mall	South Portland, ME	200,706	36,205	238,067	—		1,464		36,205	239,531	275,736	11,253	2010	(e)
The Mall In Columbia	Columbia, MD	402,438	124,540	479,171	—		839		124,540	480,010	604,550	18,353	2010	(e)
The Parks at Arlington	Arlington, TX	183,116	19,807	299,708	—		1,315		19,807	301,023	320,830	12,018	2010	(e)
The Pines	Pine Bluff, AR	—	331	1,631	(331	)	(1,631	)	—	—	—	—	2010	(e)
The Shoppes at Buckland	Manchester, CT	155,358	35,180	146,474	—		(218	)	35,180	146,256	181,436	8,241	2010	(e)
The Shoppes at the Palazzo	Las Vegas, NV	241,282	—	290,826	—		(1,028	)	—	289,798	289,798	9,555	2010	(e)
The Shops At Fallen Timbers	Maumee, OH	46,969	3,785	31,771	(23	)	1,249		3,762	33,020	36,782	1,806	2010	(e)
The Shops At La Cantera	San Antonio, TX	170,436	80,016	350,737	—		16,699		80,016	367,436	447,452	13,492	2010	(e)
The Streets At SouthPoint	Durham, NC	228,970	66,045	242,189	—		12,183		66,045	254,372	320,417	22,869	2010	(e)
The Village Of Cross Keys	Baltimore, MD	—	8,425	26,651	—		922		8,425	27,573	35,998	2,753	2010	(e)
The Woodlands Mall	The Woodlands, TX	268,047	84,889	349,315	—		479		84,889	349,794	434,683	13,614	2010	(e)
Three Rivers Mall	Kelso, WA	18,834	2,080	11,142	—		593		2,080	11,735	13,815	1,057	2010	(e)
Town East Mall	Mesquite, TX	94,703	9,928	168,555	—		4,309		9,928	172,864	182,792	7,257	2010	(e)
Tucson Mall	Tucson, AZ	112,014	2,071	193,815	—		91,381		2,071	285,196	287,267	18,054	2010	(e)
Twin Falls Crossing	Twin Falls, ID	—	1,680	2,770	(1,680	)	(2,770	)	—	—	—	—	2010	(e)
Tysons Galleria	McLean, VA	260,459	90,317	351,005	—		2,208		90,317	353,213	443,530	12,502	2010	(e)
University Crossing (g)	Orem, UT	4,769	8,170	16,886	—		(84	)	8,170	16,802	24,972	862	2010	(e)
Valley Hills Mall	Hickory, NC	52,110	10,047	61,817	—		422		10,047	62,239	72,286	3,438	2010	(e)
Valley Plaza Mall	Bakersfield, CA	84,899	38,964	211,930	—		(878	)	38,964	211,052	250,016	9,945	2010	(e)
Visalia Mall	Visalia, CA	36,402	11,912	80,185	—		(58	)	11,912	80,127	92,039	3,396	2010	(e)
Vista Commons	Las Vegas, NV	—	6,348	13,110	(6,348	)	(13,110	)	—	—	—	—	2010	(e)
Vista Ridge Mall	Lewisville, TX	74,066	15,965	34,105	—		12,387		15,965	46,492	62,457	3,253	2010	(e)
Washington Park Mall	Bartlesville, OK	10,451	1,388	8,213	—		73		1,388	8,286	9,674	730	2010	(e)
West Oaks Mall	Ocoee, FL	64,757	20,278	55,607	(12,692	)	(36,175	)	7,586	19,432	27,018	1	2010	(e)
West Valley Mall	Tracy, CA	48,437	31,340	38,316	—		3,612		31,340	41,928	73,268	3,080	2010	(e)
Westlake Center	Seattle, WA	4,487	19,055	129,295	(14,819	)	(98,703	)	4,236	30,592	34,828	1,418	2010	(e)
Westwood Mall	Jackson, MI	27,019	5,708	28,006	—		171		5,708	28,177	33,885	1,675	2010	(e)
White Marsh Mall	Baltimore, MD	178,935	43,880	177,194	4,125		3,989		48,005	181,183	229,188	10,151	2010	(e)
White Mountain Mall	Rock Springs, WY	10,596	3,010	11,311	—		466		3,010	11,777	14,787	1,274	2010	(e)
Willowbrook	Wayne, NJ	162,852	110,660	419,822	—		3,175		110,660	422,997	533,657	20,093	2010	(e)

F-48

GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

								Costs Capitalized						Gross Amounts at Which
				Acquisition Accounting Cost				Subsequent to Acquisition (c)						Carried at Close of Period (d)									Life Upon Which
						Buildings					Buildings					Buildings							Latest Statement
						and					and					and				Accumulated		Date	of Operation is
Name of Center	Location	Encumbrances (a)		Land		Improvements		Land			Improvements			Land		Improvements		Total		Depreciation (e)		Acquired	Computed
								(In thousands)
Woodbridge Center	Woodbridge, NJ	191,054		67,825		242,744		—			8,830			67,825		251,574		319,399		10,913		2010	(e)
Woodlands Village	Flagstaff, AZ	6,040		3,624		12,960		—			(55		)	3,624		12,905		16,529		869		2010	(e)
Yellowstone Square	Idaho Falls, ID	—		2,625		1,163		(2,625		)	(1,163		)	—		—		—		—		2010	(e)
Office, other and development in progress		2,013,447		165,478		542,790		(46,364		)	(71,688		)	119,114		471,102		590,216		30,617
Total		$	17,349,214	$	4,809,777	$	20,469,723	$	(162,335	)	$	(519,664	)	$	4,647,442	$	19,950,059	$	24,597,501	$	974,185
Properties Held For Disposition:
Grand Traverse Mall	Traverse City, MI	72,453		9,269		59,307		—			—			9,269		59,307		68,576		414		2010	(e)
		$	72,453	$	9,269	$	59,307	$	—		$	—		$	9,269	$	59,307	$	68,576	$	414

F-49

GENERAL GROWTH PROPERTIES, INC.

NOTES TO SCHEDULE III

(a)     See description of mortgages, notes and other debt payable in Note 7 of Notes to Consolidated Financial Statements.

(b)    Initial cost is the carrying value at the Effective Date due to the application of the acquisition method of accounting (Note 4).

(c)     Due to the application of the acquisition method of accounting, all dates are November 9, 2010, the Effective Date.

(d)    The aggregate cost of land, buildings and improvements for federal income tax purposes is approximately $18.2 billion.

(e)     Depreciation is computed based upon the following estimated useful lives:

	Years
Buildings and improvements	45
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

(f)     During 2011, the initial cost for certain assets was adjusted; the total acquisition accounting cost was not impacted.

(g)    Property previously classified as held for sale, and was reclassified as held for use in the first quarter of 2012.

Reconciliation of Real Estate

	Successor						Predeccessor
(In thousands)	2011			2010			2009
Balance at beginning of period	$	25,140,166		$	28,350,102		$	29,863,649
Acquisition accounting adjustments and HHC distribution	—			(3,104,518		)	—
Change in Master Planned Communities land	—			—			(70,156		)
Additions	383,001			12,518			263,418
Impairments	(63,910		)	—			(1,079,473		)
Dispositions and write-offs	(861,756		)	(117,936		)	(627,336		)
Balance at end of period	$	24,597,501		$	25,140,166		$	28,350,102

Reconciliation of Accumulated Depreciation

	Successor						Predeccessor
(In thousands)	2011			2010			2009
Balance at beginning of period	$	129,794		$	4,494,297		$	4,240,222
Depreciation expense	942,661			135,003			707,183
Dispositions and write-offs	(98,270		)	(4,499,506		)	(453,108		)
Balance at end of period	$	974,185		$	129,794		$	4,494,297

F-50

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to General Growth Properties, Inc. (filed herewith).
23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II L.L.C. (filed herewith).
23.3	Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP-TRS L.L.C. (filed herewith).

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant has not filed debt instruments relating to long-term debt that is not registered and for which the total amount of securities authorized thereunder does not exceed 10% of total assets of the registrant and its subsidiaries on a consolidated basis as of December 31, 2011. The registrant agrees to furnish a copy of such agreements to the Commission upon request.

S-1

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2011

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Schedule of redeemable noncontrolling interests

	Number of Common Units for each Preferred Unit		Number of Contractual Convertible Preferred Units Outstanding as of December 31, 2011		Converted Basis to Common Units Outstanding as of December 31, 2011		Contractual Coversion Price		Redemption Value
Series B		3.000		1,279,715		3,839,146	$	16.6667	$	63,985,887
Series D		1.508		532,750		803,498		33.1519		26,637,477
Series E		1.298		502,658		652,633		38.5100		25,132,889
Series C		1.000		20,000		20,000		250.0000		5,000,000
									$	120,756,253

Activity of redeemable noncontrolling interests

	(In thousands)
Predecessor
Balance at January 1, 2009 (Predecessor)	$	499,926
Net loss		(21,960	)
Distributions		(9,433	)
Conversion of operating partnership units into common shares		(324,489	)
Other comprehensive income		10,573
Adjustment for noncontrolling interests in operating partnership		(13,200	)
Adjust redeemable noncontrolling interests		65,416
Balance at December 31, 2009 (Predecessor)		206,833
Net loss		(26,604	)
Distributions		(15,608	)
Other comprehensive income		683
Adjust redeemable noncontrolling interests		55,539
Balance at November 9, 2010 (Predecessor)		220,843
Successor
Net loss		(1,868	)
Other comprehensive income		(8	)
Adjust redeemable noncontrolling interests		11,522
Adjustment for noncontrolling interests in operating partnership		1,875
Balance at December 31, 2010 (Successor)		232,364
Net loss		(2,212	)
Distributions		(5,879	)
Cash redemption of operating partnership units		(4,615	)
Other comprehensive loss		(337	)
Adjustment for noncontrolling interests in operating partnership		4,474
Balance at December 31, 2011 (Successor)	$	223,795

Summary of cash common stock dividends declared

Declaration Date	Amount per Share		Date Paid	Record Date
March 29, 2011	$	0.10	April 29, 2011	April 15, 2011
April 26, 2011		0.10	July 29, 2011	July 15, 2011
July 29, 2011		0.10	October 31, 2011	October 14, 2011
November 7, 2011		0.10	January 13, 2012	December 30, 2011

Summary of stock buy-back activity

Trade Date	Shares Purchased	Average Price		Total Consideration (In thousands)
August 18 - 26, 2011	2,046,940	$	13.1455	$	26,908
September 1 - 22, 2011	2,273,172	12.4592		28,322
October 3 - 5, 2011	927,468	11.3308		10,509

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) In Thousands, unless otherwise specified	12 Months Ended	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010 Allowance for doubtful accounts	Dec. 31, 2011 Allowance for doubtful accounts	Nov. 09, 2010 Predecessor Allowance for doubtful accounts	Dec. 31, 2009 Predecessor Allowance for doubtful accounts
Changes in allowance for doubtful accounts
Balance at beginning of the period		$ 53,670	$ 40,746	$ 69,235	$ 59,784
Provisions for doubtful accounts		50	5,621	13,294	22,901
Provisions for doubtful accounts in discontinued operations		430	683	2,576	7,430
Write-offs		(13,404)	(14,191)	(31,435)	(20,880)
Balance at end of the period		$ 40,746	$ 32,859	$ 53,670	$ 69,235
Income Taxes
Percentage of capital gains and ordinary income expected to be distributed to shareholders annually to qualify as REIT	100.00%
Period of disqualification of REIT status (in years)	4 years

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ORGANIZATION (Details)	12 Months Ended
	Dec. 31, 2011 property project
ORGANIZATION
Number of residential condominium projects	1
Common equity ownership in GGP Limited Partnership (as a percent)	99.00%
Ownership in GGP Limited held by limited partners (as a percent)	1.00%
Service performed for number of properties by GGMI	19

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INCOME TAXES (Details 4) (USD $)	2 Months Ended	12 Months Ended		10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2011 Predecessor
Uncertainty in income taxes
Unrecognized tax benefits, excluding interest	$ 7,235,000	$ 6,053,000	$ 16,090,000	$ 16,090,000	$ 103,975,000	$ 6,100,000
Accrued interest related to unrecognized tax benefits	1,100,000					700,000
Unrecognized tax benefits, excluding accrued interest, recognized				72,900,000	(6,200,000)
Reconciliation of Unrecognized Tax Benefits
Unrecognized tax benefits, opening balance		7,235,000	16,090,000	103,975,000	112,915,000	6,100,000
Gross increases - tax positions in prior period				3,671,000	41,000
Gross increases - tax positions in current period		1,907,000		69,216,000	6,969,000
Gross decreases -tax positions in prior period					(15,950,000)
Lapse of statute of limitations	(8,855,000)	(944,000)		(35,117,000)
Gross decreases - other		(2,145,000)		(125,291,000)
Gross decreases - tax positions in current period				(364,000)
Unrecognized tax benefits, ending balance	$ 7,235,000	$ 6,053,000	$ 16,090,000	$ 16,090,000	$ 103,975,000	$ 6,100,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) (USD $)	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2011 Fair Value Measurements, Non-recurring Total Fair Value Measurement	Nov. 09, 2010 Fair Value Measurements, Non-recurring Total Fair Value Measurement	Nov. 09, 2010 Fair Value Measurements, Non-recurring Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Fair Value Measurements, Non-recurring Significant Unobservable Inputs (Level 3)	Nov. 09, 2010 Fair Value Measurements, Non-recurring Significant Unobservable Inputs (Level 3)
Transactions with Affiliates
Management fees from affiliates	$ 8,673,000	$ 60,752,000	$ 51,257,000	$ 66,567,000
Investment in real estate:
Total investments in real estate					46,478,000	1,104,934,000	141,579,000	46,478,000	963,355,000
Liabilities						15,794,687,000			15,794,687,000
Total (Loss) Gain		(68,382,000)	(35,290,000)	(1,031,810,000)
Debt:
Liabilities			15,790,000,000
Total (Loss) Gain - emerged entity mortgage debt			$ (200,921,000)	$ (287,991,000)

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STOCK-BASED COMPENSATION PLANS (Details) (USD $)	12 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended
	Dec. 31, 2011	Dec. 31, 2008 Old GGP Senior executives executive	Dec. 31, 2011 Stock options Maximum	Nov. 30, 2010 Stock options Old GGP D	Nov. 30, 2010 Restricted Stock Old GGP
STOCK-BASED COMPENSATION PLANS
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis	4.00%
Maximum number of shares that can be granted to participant	4,000,000
Term of awards (in years)			P10Y
Number of executives to whom awards are granted		2
Number of options granted to replace each option to acquire a share of Old GGP common stock				2
Number of shares of New GGP common stock acquired				1	1
Number of shares of HHC common stock acquired				0.098344	0.098344
Number of underlying shares whose relative market value is used for allocation of exercise price of Old GGP				2
Number of trading days used for allocation of exercise price of Old GGP				10
Volume-weighted price of one New GGP, Inc common share (in dollars per share)				$ 15.29
Volume-weighted price of one HHC common share (in dollars per share)				$ 54.13
Ratio of allocation of exercise price to HHC (as a percent)				74.15%
Ratio of allocation of exercise price to GGP (as a percent)				25.85%

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2011

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of quarterly financial information (unaudited)

	2011
	Successor
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
Total revenues	$	620,414		$	603,020		$	624,179		$	657,985
Operating income	158,314			143,821			135,698			122,832
Income (loss) from continuing operations	9,846			(197,191		)	260,250			(352,693		)
Income (loss) from discontinued operations	(2,910		)	(4,922		)	(3,689		)	(15,572		)
Net income (loss) attributable to common shareholders	5,664			(203,047		)	252,049			(367,838		)
Basic earnings (loss) per share from:(1)
Continuing operations	0.01			(0.21		)	0.27			(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Diluted earnings (loss) per share from:(1)
Continuing operations	—			(0.21		)	(0.08		)	(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Dividends declared per share(2)	0.10			0.10			0.10			0.53
Weighted-average shares outstanding:
Basic	957,435			946,769			936,260			943,669
Diluted	996,936			946,769			970,691			943,669

	2010
	Predecessor												Successor
	First Quarter			Second Quarter			Third Quarter			Period from October 1 through November 9			Period from November 10 through December 31
	(In thousands, except per share amounts)
Total revenues	$	625,672		$	616,642		$	622,830		$	276,299		$	373,250
Operating income	242,641			236,348			233,818			107,492			75,804
Income (loss) from continuing operations	(19,560		)	(126,080		)	(226,657		)	(263,044		)	(249,079		)
Income (loss) from discontinued operations	75,334			8,508			(7,122		)	(653,787		)	(7,005		)
Net income (loss) attributable to common shareholders	51,656			(117,527		)	(231,185		)	(888,702		)	(254,216		)
Basic earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Diluted earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Dividends declared per share	—			—			—			—			0.38
Weighted-average shares outstanding:
Basic	315,773			317,363			317,393			317,393			945,248
Diluted	317,070			317,363			317,393			317,393			945,248

(1)Earnings (loss) per share for the quarters do not add up to annual earnings per share due to the issuance of additional common stock during the year.

(2)Includes $0.43 non-cash distribution of Rouse Properties, Inc. (Note 11).

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES (Tables)

12 Months Ended

Dec. 31, 2011

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES.

Summary of properties sold and included in discontinued operations

	Discontinued Operations
	Successor			Successor			Predecessor			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
	(In thousands)
Retail and other revenue	$	304,225		$	56,263		$	441,101		$	540,129
Land and condominium sales	—			—			96,976			45,997
Total revenues	304,225			56,263			538,077			586,126
Retail and other operating expenses	248,614			41,862			275,093			391,916
Land and condominium sales operations	—			—			99,449			50,770
Impairment loss	4,096			—			30,784			906,883
Total expenses	252,710			41,862			405,326			1,349,569
Operating income (loss)	51,515			14,401			132,751			(763,443		)
Interest expense, net	(82,222		)	(16,322		)	(97,286		)	(106,881		)
Other expenses	—			(8		)	26,639			69,259
Net (loss) income from operations	(30,707		)	(1,929		)	62,104			(801,065		)
(Provision for) benefit from income taxes	(632		)	(100		)	472,170			20,303
Noncontrolling interest	(86		)	—			(64		)	453
Gains (losses) on disposition of properties	4,332			(4,976		)	(1,111,277		)	(966		)
Net loss from discontinued operations	$	(27,093	)	$	(7,005	)	$	(577,067	)	$	(781,275	)

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STOCK-BASED COMPENSATION PLANS (Details 2) (USD $)	2 Months Ended	12 Months Ended	2 Months Ended	12 Months Ended		10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010 Stock options	Dec. 31, 2011 Stock options	Nov. 09, 2010 Stock options	Nov. 09, 2010 Stock options Predecessor	Dec. 31, 2009 Stock options Predecessor	Nov. 30, 2010 Stock options Predecessor
Shares
Outstanding at the beginning of the year (in shares)				5,427,011	5,413,917	4,241,500	4,730,000	5,413,917
Granted (in shares)			1,891,857	8,662,716		2,100,000
Stock dividend adjustment (in shares)						58,127
Exercised (in shares)	(1,828,369)	(121,439)	(1,828,369)	(51,988)
Forfeited (in shares)		(404,192)	(25,000)	(1,606,792)		(55,870)	(290,000)
Expired (in shares)		(927,078)	(25,394)	(927,078)		(929,840)	(198,500)
Outstanding at the end of the year (in shares)			5,427,011	11,503,869	5,413,917		4,241,500	5,413,917
Weighted Average Exercise Price
Outstanding at the beginning of the year (in dollars per share)				$ 20.21	$ 16.26	$ 31.63	$ 33.01	$ 20.61
Granted (in dollars per share)			$ 14.73	$ 15.26				$ 10.56
Stock dividend adjustment (in dollars per share)						$ 30.32
Exercised (in dollars per share)			$ 2.72	$ 11.05
Forfeited (in dollars per share)			$ 14.73	$ 14.96			$ 54.66	$ 64.79
Expired (in dollars per share)			$ 34.05	$ 39.31			$ 30.78	$ 44.28
Outstanding at the end of the year (in dollars per share)			$ 20.21	$ 15.65	$ 16.26		$ 31.63	$ 20.61

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WARRANT LIABILITY (Details 2) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended					2 Months Ended	12 Months Ended
	Dec. 31, 2011 Y	Dec. 31, 2010 Y	Dec. 31, 2011 Fair Value Measurements, Recurring	Dec. 31, 2010 Fair Value Measurements, Recurring	Nov. 30, 2010 Fair Value Measurements, Recurring	Dec. 31, 2010 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)	Dec. 31, 2011 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)	Dec. 31, 2010 Fair Value Measurements, Recurring Significant Unobservable Inputs (Level 3)
Estimated fair value of Warrants and significant assumptions used in valuation
GGP stock price per share (in dollars per share)	$ 15.02	$ 15.48
Implied volatility (as a percent)	37.00%	38.00%
Warrant term (in years)	5.86	6.86
Fair Value of Warrant Liability
Balance at the beginning of the period			$ 985,962	$ 1,041,004	$ 835,752	$ 835,752	$ 1,041,004
Certain changes made during the current period to the value and amount of inventory reported						205,252	(55,042)	205,252
Balance at the end of the period			$ 985,962	$ 1,041,004	$ 835,752	$ 1,041,004	$ 985,962	$ 1,041,004

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended					2 Months Ended	3 Months Ended				10 Months Ended	12 Months Ended		2 Months Ended	1 Months Ended	3 Months Ended			10 Months Ended	12 Months Ended
	Nov. 30, 2011	Jul. 31, 2011	Apr. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Dec. 31, 2010	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Nov. 09, 2010	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Sep. 30, 2010 Predecessor	Jun. 30, 2010 Predecessor	Mar. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2011 Rouse Properties, Inc. (Rouse)
Total revenues						$ 373,250	$ 657,985	$ 624,179	$ 603,020	$ 620,414	$ 2,362,955	$ 2,505,597	$ 2,829,964	$ 373,250	$ 276,299	$ 622,830	$ 616,642	$ 625,672	$ 2,141,443	$ 2,551,172
Operating income						75,804	122,832	135,698	143,821	158,314		560,665		75,804	107,492	233,818	236,348	242,641	820,301	581,846
Income (loss) from continuing operations						(249,079)	(352,693)	260,250	(197,191)	9,846	(611,790)	(279,788)	(526,991)	(249,079)	(263,044)	(226,657)	(126,080)	(19,560)	(635,341)	(523,441)
Income (loss) from discontinued operations						(7,005)	(15,572)	(3,689)	(4,922)	(2,910)		(27,093)		(7,005)	(653,787)	(7,122)	8,508	75,334	(577,067)	(781,275)
Net loss attributable to common stockholders						$ (254,216)	$ (367,838)	$ 252,049	$ (203,047)	$ 5,664		$ (313,172)		$ (254,216)	$ (888,702)	$ (231,185)	$ (117,527)	$ 51,656	$ (1,185,758)	$ (1,284,689)
Basic earnings (loss) per share from:
Continuing operations (in dollars per share)						$ (0.26)	$ (0.37)	$ 0.27	$ (0.21)	$ 0.01		$ (0.30)		$ (0.26)	$ (0.78)	$ (0.71)	$ (0.40)	$ (0.08)	$ (1.96)	$ (1.61)
Discontinued operations (in dollars per share)						$ (0.01)	$ (0.02)		$ (0.01)			$ (0.03)		$ (0.01)	$ (2.02)	$ (0.02)	$ 0.03	$ 0.24	$ (1.78)	$ (2.50)
Diluted earnings (loss) per share from:
Continuing operations (in dollars per share)						$ (0.26)	$ (0.37)	$ (0.08)	$ (0.21)			$ (0.34)		$ (0.26)	$ (0.78)	$ (0.71)	$ (0.40)	$ (0.08)	$ (1.96)	$ (1.61)
Discontinued operations (in dollars per share)						$ (0.01)	$ (0.02)		$ (0.01)			$ (0.03)		$ (0.01)	$ (2.02)	$ (0.02)	$ 0.03	$ 0.24	$ (1.78)	$ (2.50)
Dividends declared per share	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.38	$ 0.38	$ 0.53	$ 0.10	$ 0.10	$ 0.10		$ 0.83		$ 0.38						$ 0.19
Weighted-average shares outstanding:
Basic (in shares)						945,248	943,669	936,260	946,769	957,435		943,669		945,248	317,393	317,393	317,363	315,773	316,918	311,993
Diluted (in shares)						945,248	943,669	970,691	946,769	996,936		981,136		945,248	317,393	317,393	317,363	317,070	316,918	311,993
Non-cash distribution (in dollars per share)																					$ 0.43

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 8) (USD $)	10 Months Ended	12 Months Ended
	Nov. 09, 2010	Dec. 31, 2011 installment	Dec. 31, 2009	Feb. 07, 2011 D	Dec. 31, 2010
Carrying Amount
Fixed-rate debt		$ 14,795,370,000			$ 15,416,077,000
Variable-rate debt		2,347,644,000			2,425,680,000
Total long-term Debt, carrying value		17,143,014,000			17,841,757,000
Estimated Fair Value
Fixed-rate debt		14,978,908,000			15,217,325,000
Variable-rate debt		2,326,533,000			2,427,845,000
Total long-term debt, fair value		17,305,441,000			17,645,170,000
Reorganization Items
Net credit (expense) on reorganization items	(356,900,000)		76,900,000
Success or completion fees accrued		7,100,000
Number of days after the effective date on which the amount payable under KEIP is calculated (in days)				90
Amount paid under KEIP		181,500,000
Number of installments for payment of KEIP		2
Accrued liability for the KEIP					115,500,000
Expenses recognized for the KEIP			$ 27,500,000

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details 2) (USD $)	1 Months Ended			12 Months Ended
	Oct. 31, 2011	Sep. 30, 2011	Aug. 31, 2011	Dec. 31, 2011
Stock buy-back activity
Shares purchased (in shares)				(35,833,357)
Privately negotiated transactions
Stock buy-back activity
Shares purchased (in shares)	927,468	2,273,172	2,046,940	5,247,580
Average price (in dollars per share)	$ 11.3308	$ 12.4592	$ 13.1455	$ 12.53
Total consideration for shares repurchased	$ 10,509,000	$ 28,322,000	$ 26,908,000	$ 65,700,000
Open market transactions | Maximum
Stock buy-back activity
Authorised amount to repurchase common stock			$ 250,000,000

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LITIGATION (Details) (USD $)					12 Months Ended		12 Months Ended
	Dec. 31, 2011 entity	Dec. 31, 2010	Dec. 31, 2011 HHC	Dec. 31, 2010 HHC	Dec. 31, 2011 Homart Note	Jun. 22, 2011 Homart Note	Dec. 31, 2011 2006 Credit Facility	Dec. 31, 2010 2006 Credit Facility
Default Interest
Principal amount outstanding					$ 254,000,000		$ 2,580,000,000
Outstanding default interest and principal amount						246,000,000
Default interest expense					11,700,000		49,500,000
Default interest accrued							91,500,000	42,000,000
Tax Indemnification Liability
Number of Predecessor's taxable REIT subsidiaries distributed as part of HHC subject to IRS audit (in entities)	2
Accrued interest related to tax indemnification liability			21,600,000	19,700,000
Tax indemnification liability	$ 303,750,000	$ 303,750,000	$ 325,400,000

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STOCK-BASED COMPENSATION PLANS (Details 4) (Restricted Stock, USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	2 Months Ended	12 Months Ended			1 Months Ended	10 Months Ended	12 Months Ended
	Nov. 09, 2010	Dec. 31, 2010	Dec. 31, 2011 Y	Dec. 31, 2011 Minimum	Dec. 31, 2011 Maximum	Nov. 30, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
STOCK-BASED COMPENSATION PLANS
Vesting period of a portion of the shares (in years)	first anniversary
Vesting period of a portion of the shares (in years)				2 years	5 years
Number of shares of New GGP used to replace each share of Old GGP						1
Number of shares of HHC used to replace each share of Old GGP						0.098344
Shares
Outstanding at the beginning of the year (in shares)			2,807,682				275,433	410,767
Granted (in shares)		3,053,092	84,659				90,000	70,000
Canceled (in shares)		(12,500)	(329,292)				(8,097)	(69,628)
Vested (in shares)		(232,910)	(846,117)				(357,336)	(135,706)
Outstanding at the end of the year (in shares)		2,807,682	1,716,932					275,433
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the year (in dollars per share)			$ 14.24				$ 33.04	$ 41.29
Granted (in dollars per share)		$ 14.21	$ 14.98			$ 15.14		$ 2.10
Canceled (in dollars per share)		$ 14.73	$ 14.73				$ 35.57	$ 46.04
Vested (in dollars per share)		$ 13.87	$ 14.23			$ 28.48		$ 35.38
Outstanding at the end of the year (in dollars per share)		$ 14.24	$ 14.19					$ 33.04
Weighted average remaining contractual term (in years)			2.7
Total fair value of vested awards		$ 3.7	$ 12.1				$ 5.6	$ 0.1

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	2 Months Ended	12 Months Ended		10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2008 Predecessor	Dec. 31, 2011 Long-term debt-principal	Dec. 31, 2011 Held for sale debt principal	Dec. 31, 2011 Retained debt-principal	Dec. 31, 2011 Junior Subordinated Notes prior to 2041	Dec. 31, 2011 Ground lease payments	Dec. 31, 2011 Tax indemnification liability	Dec. 31, 2011 Uncertain tax position liability
Commitments and contingencies
Contractual rental expense, including participation rent	$ 1,990,000	$ 14,270,000		$ 9,351,000	$ 11,683,000
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	1,179,000	8,411,000		4,725,000	6,236,000
2012		1,878,066,000					1,555,148,000	72,453,000	37,745,000	206,200,000	6,520,000
2013		1,396,789,000					1,388,883,000		1,277,000		6,629,000
2014		2,743,165,000					2,735,139,000		1,363,000		6,663,000
2015		2,046,541,000					2,038,427,000		1,440,000		6,674,000
2016		3,432,104,000					3,424,025,000		1,521,000		6,558,000
Subsequent/Other		6,623,028,000					6,001,392,000		87,272,000		223,767,000	303,750,000	6,847,000
Total		18,119,693,000					17,143,014,000	72,453,000	130,618,000	206,200,000	256,811,000	303,750,000	6,847,000
Shares delivered pursuant to CSA						356,661
Final payment and settlement of all other claims			$ 230,000,000

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	2 Months Ended	3 Months Ended				10 Months Ended	12 Months Ended			2 Months Ended	1 Months Ended	3 Months Ended			10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Nov. 09, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Sep. 30, 2010 Predecessor	Jun. 30, 2010 Predecessor	Mar. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Basic and diluted
Antidilutive securities excluded from diluted EPS (in shares)								40,781,905
Numerators - Basic:
Loss from continuing operations	$ (249,079)	$ (352,693)	$ 260,250	$ (197,191)	$ 9,846	$ (611,790)	$ (279,788)		$ (526,991)	$ (249,079)	$ (263,044)	$ (226,657)	$ (126,080)	$ (19,560)	$ (635,341)	$ (523,441)
Allocation to noncontrolling interests	1,843						(6,331)								13,572	19,911
Loss from continuing operations - net of noncontrolling interests	(247,236)						(286,119)								(621,769)	(503,530)
Discontinued operations	(7,005)	(15,572)	(3,689)	(4,922)	(2,910)		(27,093)			(7,005)	(653,787)	(7,122)	8,508	75,334	(577,067)	(781,275)
Allocation to noncontrolling interests	25						40								13,078	116
Discontinued operations - net of noncontrolling interest	(6,980)						(27,053)								(563,989)	(781,159)
Net loss	(256,084)						(306,881)								(1,212,408)	(1,304,716)
Allocation to noncontrolling interests	1,868						(6,291)								26,650	20,027
Net loss attributable to common stockholders	(254,216)	(367,838)	252,049	(203,047)	5,664		(313,172)			(254,216)	(888,702)	(231,185)	(117,527)	51,656	(1,185,758)	(1,284,689)
Numerators - Diluted:
Loss from continuing operations - net of noncontrolling interests	(247,236)						(286,119)								(621,769)	(503,530)
Exclusion of warrant adjustment	205,252						(55,042)
Diluted loss from continuing operations	(247,236)						(341,161)								(621,769)	(503,530)
Net income (loss) attributable to common stockholders	(254,216)	(367,838)	252,049	(203,047)	5,664		(313,172)			(254,216)	(888,702)	(231,185)	(117,527)	51,656	(1,185,758)	(1,284,689)
Diluted net income (loss) attributable to common stockholders	$ (254,216)						$ (368,214)								$ (1,185,758)	$ (1,284,689)
Denominators:
Weighted average number of common shares outstanding - basic	945,248,000	943,669,000	936,260,000	946,769,000	957,435,000		943,669,000			945,248,000	317,393,000	317,393,000	317,363,000	315,773,000	316,918,000	311,993,000
Effect of dilutive securities							37,467,000
Weighted Average Number of Shares Outstanding, Diluted	945,248,000	943,669,000	970,691,000	946,769,000	996,936,000		981,136,000			945,248,000	317,393,000	317,393,000	317,363,000	317,070,000	316,918,000	311,993,000

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INCOME TAXES (Details 5) (USD $)	2 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2009 Predecessor
Distributions paid on common stock
Ordinary income		$ 0.303	$ 0.103
Qualified dividends	$ 0.244
Capital gain distributions	$ 0.136	$ 0.296	$ 0.087
Distributions per share	$ 0.380	$ 0.599	$ 0.19

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 18       COMMITMENTS AND CONTINGENCIES

We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss):

	Successor				Predecessor
	Year Ended December 31,		Period from November 10, 2010 through December 31,		Period from January 1, 2010 through November 9,		Year Ended December 31,
	2011		2010		2010		2009
	(In thousands)
Contractual rent expense, including participation rent	$	14,270	$	1,990	$	9,351	$	11,683
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	8,411		1,179		4,725		6,236

See Note 8 for our obligations related to uncertain tax positions for disclosure of additional contingencies.

The following table summarizes the contractual maturities of our long-term commitments. Long-term debt, held for sale debt and ground leases include the related acquisition accounting fair value adjustments:

	2012		2013		2014		2015		2016		Subsequent / Other		Total
	(In thousands)
Long-term debt-principal	$	1,555,148	$	1,388,883	$	2,735,139	$	2,038,427	$	3,424,025	$	6,001,392	$	17,143,014
Held for sale debt principal(1)	72,453		—		—		—		—		—		72,453
Retained debt-principal	37,745		1,277		1,363		1,440		1,521		87,272		130,618
Junior Subordinated Notes(2)	206,200		—		—		—		—		—		206,200
Ground lease payments	6,520		6,629		6,663		6,674		6,558		223,767		256,811
Tax indemnification liability	—		—		—		—		—		303,750		303,750
Uncertain tax position liability	—		—		—		—		—		6,847		6,847
Total	$	1,878,066	$	1,396,789	$	2,743,165	$	2,046,541	$	3,432,104	$	6,623,028	$	18,119,693

(1) Held for sale debt principal is included in liabilities held for disposition on the consolidated balance sheet.

(2) Although we do not expect the notes to be redeemed prior to maturity in 2041, the trust that owns the notes may exercise its right to redeem the notes prior to 2041.  As a result, the notes are included as amounts due in 2012.

Contingent Stock Agreement

In conjunction with GGP’s acquisition of The Rouse Company (“TRC”) in November 2004, GGP assumed TRC’s obligations under the Contingent Stock Agreement, (“the “CSA”). Under the terms of the CSA, the Predecessor was required through August 2009 to issue shares of its common stock semi-annually (February and August) to the previous owners of certain assets within the Summerlin Master Planned Community (the “CSA Assets”) dependent on the cash flows from the development and/or sale of the CSA Assets and the Predecessor’s stock price. During 2009, the Predecessor was not obligated to deliver any shares of its common stock under the CSA as the net development and sales cash flows of the CSA assets were negative for the applicable periods. The Plan provided that the final payment and settlement of all other claims under the CSA would be a total of $230.0 million, all of which has been paid by GGP as of December 31, 2010. On the Effective Date, the CSA assets were spun-out, with the other Summerlin assets, to HHC.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2012 property	Mar. 31, 2011 property	Dec. 31, 2011 segment
Principles of Consolidation and Basis of Presentation
Number of reportable segments			2
Reclassifications
Number of properties previously classified as held for sale, reclassified as held for use	4	2
Consolidated revenues | Customer or tenant
Principles of Consolidation and Basis of Presentation
Percentage of consolidated revenues from customers or tenants			10.00%

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OTHER ASSETS (Tables)

12 Months Ended

Dec. 31, 2011

OTHER ASSETS.

Components of prepaid expenses and other assets

	December 31,		December 31,
	2011		2010
	(In thousands)
Above-market tenant leases, net (Note 4)	$	1,163,754	$	1,518,893
Security and escrow deposits	247,718		259,440
Below-market ground leases, net (Note 4)	198,230		255,854
Real estate tax stabilization agreement, net (Note 4)	104,295		110,607
Prepaid expenses	51,928		64,230
Other non-tenant receivables	21,198		50,920
Deferred tax, net of valuation allowances	4,578		10,505
Prepaid finance costs	1,477		56
Below-market office lessee leases net	—		15,026
Other	12,357		14,921
Total prepaid expenses and other assets	$	1,805,535	$	2,300,452

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EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $)	1 Months Ended							2 Months Ended	3 Months Ended				12 Months Ended		1 Months Ended	12 Months Ended				2 Months Ended	10 Months Ended	12 Months Ended
	Nov. 30, 2011	Jul. 31, 2011	Apr. 30, 2011	Mar. 31, 2011	Jan. 31, 2011	Dec. 31, 2010	Nov. 30, 2010	Dec. 31, 2010	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2011	Nov. 09, 2010 person	Dec. 31, 2011 RPI	Dec. 31, 2011 Series B	Dec. 31, 2011 Series D	Dec. 31, 2011 Series E	Dec. 31, 2011 Series C	Dec. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Number of holders of common units opted for redemption (in persons)														4
Aggregate number of common units elected for redemption							226,684
Conversion rate of common stock						$ 1.0397624		$ 1.0397624	$ 1.0397624				$ 1.0397624
Estimated payments for repurchase of redeemable noncontrolling interest									$ 103,000,000				$ 103,000,000
Activity of redeemable noncontrolling interests
Balance at the beginning of the period					232,364,000							232,364,000	232,364,000								206,833,000	499,926,000
Net income (loss)								(1,868,000)					(2,212,000)								(26,604,000)	(21,960,000)
Distributions													(5,879,000)								(15,608,000)	(9,433,000)
Cash redemption of operating partnership units													(4,615,000)
Conversion of operating partnership units into common shares																						(324,489,000)
Other comprehensive income								(8,000)					(337,000)								683,000	10,573,000
Adjustment for noncontrolling interest in operating partnership								1,875,000					4,474,000									(13,200,000)
Adjust redeemable noncontrolling interests								11,522,000													55,539,000	65,416,000
Balance at the end of the period						232,364,000		232,364,000	223,795,000				223,795,000								220,843,000	206,833,000
Unit Conversions Disclosoures
Number of common units for each preferred unit																3.000	1.508	1.298	1.000
Number of Contractual Convertible Preferred Units Outstanding																1,279,715	532,750	502,658	20,000
Converted Basis to Common Units Outstanding																3,839,146	803,498	652,633	20,000
Contractual Conversion Price (in dollars per share)																$ 16.6667	$ 33.1519	$ 38.5100	$ 250.0000
Redemption Value									120,756,253				120,756,253			63,985,887	26,637,477	25,132,889	5,000,000
Common Stock Dividend and Purchase of Common Stock
Dividends declared per share (in dollars per share)	$ 0.10	$ 0.10	$ 0.10	$ 0.10		$ 0.38		$ 0.38	$ 0.53	$ 0.10	$ 0.10	$ 0.10	$ 0.83							$ 0.38		$ 0.19
Number of shares to be received by entity's shareholders as a result of spin-off															0.0375
Distribution payable and decrease in retained earnings (accumulated deficit)						38,399,000		38,399,000	526,332,000				526,332,000
Distribution payable and decrease in retained earnings (accumulated deficit) related to special dividend									426,700,000				426,700,000
Dividend paid in cash					$ 35,800,000
Common stock dividend (in shares)					22,300,000
Weighted average trading price (in dollars per share)					$ 14.4725
Number of shares issued due to DRIP elections for dividends declared													7,225,345

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WARRANT LIABILITY (Tables)

12 Months Ended

Dec. 31, 2011

WARRANT LIABILITY

Schedule of Warrants received

Warrant Holder	Number of Warrants		Exercise Price
Brookfield Investor		57,500,000	$	10.75
Blackstone—B		2,500,000		10.75
Fairholme		41,070,000		10.50
Pershing Square		16,430,000		10.50
Blackstone—A		2,500,000		10.50
		120,000,000

Schedule of shares issuable upon exercise of the outstanding GGP warrants

			Exercise Price
Record Date	Issuable Shares		Brookfield Investor and Blackstone		Fairholme, Pershing Square and Blackstone
December 30, 2010		123,144,000	$	10.48	$	10.23
April 15, 2011		123,960,000		10.41		10.16
July 15, 2011		124,704,000		10.34		10.10
December 30, 2011		131,748,000		9.79		9.56

Schedule of estimated fair value of Warrants and significant assumptions used in valuation

	December 31, 2011			December 31, 2010
	(Dollars in thousands, except for share amounts)
Warrant liability	$	985,962		$	1,041,004
GGP stock price per share	$	15.02		$	15.48
Implied volatility		37	%		38	%
Warrant term		5.86			6.86

Schedule of change in fair value of the Warrant

	(In thousands)
Balance at November 10, 2010	$	835,752
Warrant liability adjustment		205,252
Balance at December 31, 2010		1,041,004
Warrant liability adjustment		(55,042	)
Balance at December 31, 2011	$	985,962

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $)	12 Months Ended				10 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended	10 Months Ended
	Dec. 31, 2011 M asset property	Dec. 31, 2011 Discontinuing operations	Dec. 31, 2011 Minimum Y	Dec. 31, 2011 Maximum Y	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Nov. 09, 2010 Predecessor Discontinuing operations	Dec. 31, 2009 Predecessor Discontinuing operations	Nov. 09, 2010 Predecessor Turkey joint venture
Impaired assets
Number of impaired operating properties	3
Number of impaired non-income producing assets	1
Impairment charges related to operating properties and properties under development	$ 68,300,000				$ 35,300,000	$ 1,080,000,000
Reduction in carrying value of impared asset below related nonrecourse notes payable	37,500,000
Nonrecourse notes payable related to impaired assets	83,900,000
Impairment charges related to operating properties and properties under development, amounts not reflected in "Provisions for impairment" in Consolidated Statements of Income and Comprehensive Income		4,000,000					30,800,000	908,200,000
Impairment provision related to sale of its interest in Turkey					20,200,000	44,511,000			21,100,000
Goodwill
Goodwill impairment losses during the year						$ (140,600,000)
Amortization period for difference between carrying amount of investment in unconsolidated real estate affiliates and company's share of underlying equity (in years)			5	45
Cash and Cash Equivalents
Maximum term of original maturity to classify investments as cash equivalents (in months)	3

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 entity D
INCOME TAXES
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT	90.00%
Percentage of capital gains distributed to stockholders	100.00%
Period of disqualification of REIT status (in years)	4 years
Number of Predecessor's taxable REIT subsidiaries distributed as part of HHC subject to IRS audit (in entities)	2
Number of taxable REIT subsidiaries received statutory notices of deficiency (in entities)	2
Period of statutory notice of deficiency (in days)	90
Additional tax amount to be paid as per the statutory notices of deficiency received by the two taxable REIT subsidiaries	$ 144.1
Number of REIT subsidiaries who filed petition	2

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES (Details 4) (USD $)	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2011 Tenant leases, in-place value	Dec. 31, 2010 Tenant leases, in-place value	Dec. 31, 2011 Tenant leases, Above-market	Dec. 31, 2010 Tenant leases, Above-market	Dec. 31, 2011 Tenant leases, Below-market	Dec. 31, 2010 Tenant leases, Below-market	Dec. 31, 2011 Ground leases, Above-market	Dec. 31, 2010 Ground leases, Above-market	Dec. 31, 2011 Ground leases, Below-market	Dec. 31, 2010 Ground leases, Below-market	Dec. 31, 2011 Real estate tax stabilization agreement	Dec. 31, 2010 Real estate tax stabilization agreement	Dec. 31, 2010 Building leases, Below-market
Finite-lived intangible assets and liabilities
Gross Asset (Liability)					$ 1,252,484,000	$ 1,342,036,000	$ 1,478,798,000	$ 1,561,925,000	$ (819,056,000)	$ (959,115,000)	$ (9,839,000)	$ (9,839,000)	$ 204,432,000	$ 256,758,000	$ 111,506,000	$ 111,506,000	$ 15,268,000
Accumulated (Amortization)/ Accretion					(391,605,000)	(56,568,000)	(315,044,000)	(43,032,000)	184,254,000	26,804,000	439,000	55,000	(6,202,000)	(904,000)	(7,211,000)	(899,000)	(242,000)
Net Carrying Amount					860,879,000	1,285,468,000	1,163,754,000	1,518,893,000	(634,802,000)	(932,311,000)	(9,400,000)	(9,784,000)	198,230,000	255,854,000	104,295,000	110,607,000	15,026,000
Amortization/accretion effect on continuing operations	(65,579,000)	(489,873,000)	(34,678,000)	(43,525,000)
Future amortization, including company's share of items from unconsolidated real estate affiliates
Estimated decrease in net income due to amortization expense, 2012		420,600,000
Estimated decrease in net income due to amortization expense, 2013		336,800,000
Estimated decrease in net income due to amortization expense, 2014		285,700,000
Estimated decrease in net income due to amortization expense, 2015		243,200,000
Estimated decrease in net income due to amortization expense, 2016		$ 202,600,000

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PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2011

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

Schedule of Pro Forma Financial Information (Unaudited)

	For the period from November 10, 2010 through December 31, 2010			For the period from January 1, 2010 through November 9, 2010			Pro Forma Year Ended December 31, 2010
	(In thousands)
Total revenues	$	373,250		$	2,141,443		$	2,492,167
Loss from continuing operations	(249,079		)	(635,341		)	(698,515		)

	Year Ended December 31, 2009			Pro Forma Year Ended December 31, 2009
Total revenues	$	2,551,172		$	2,521,574
Loss from continuing operations	(523,441		)	(815,025		)

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CHAPTER 11 AND THE PLAN

12 Months Ended

Dec. 31, 2011

CHAPTER 11 AND THE PLAN

CHAPTER 11 AND THE PLAN

NOTE 2 CHAPTER 11 AND THE PLAN

        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 ("Chapter 11") in the bankruptcy court of the Southern District of New York (the "Bankruptcy Court").

        On October 21, 2010, the Bankruptcy Court entered an order confirming the Debtors' plan of reorganization (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"), a newly formed company. After that distribution, HHC became a publicly-held company, majority-owned by the Predecessor's previous stockholders. GGP does not own any interest in HHC as of the Effective Date.

        The Plan was based on the agreements (collectively, as amended and restated, the "Investment Agreements") with REP Investments LLC, an affiliate of Brookfield Asset Management Inc. (the "Brookfield Investor"), an affiliate of Fairholme Funds, Inc. ("Fairholme") and an affiliate of Pershing Square Capital Management, L.P. ("Pershing Square" and together with the Brookfield Investor and Fairholme, the "Plan Sponsors"), pursuant to which the Predecessor would be divided into two companies, New GGP, Inc. and HHC, and the Plan Sponsors would invest in the Company's standalone emergence plan. In addition, the Predecessor entered into an investment agreement with Teachers Retirement System of Texas ("Texas Teachers") to purchase shares of GGP common stock at $10.25 per share. The Plan Sponsors also entered into an agreement with affiliates of the Blackstone Group ("Blackstone") whereby Blackstone subscribed for equity in New GGP, Inc. and agreed to purchase shares of GGP common stock at $10.00 per share and also invest in HHC.

        Pursuant to the Investment Agreements, the Plan Sponsors and Blackstone purchased on the Effective Date $6.3 billion of New GGP, Inc. common stock at $10.00 per share and $250.0 million of HHC common stock at $47.61904 per share. Also, pursuant to the Investment Agreement with Pershing Square, 35 million shares (representing $350 million of Pershing Square's equity capital commitment) were designated as "put shares". The payment for these 35 million shares was fulfilled on the Effective Date by the payment of cash at closing in exchange for unsecured notes to Pershing Square which were scheduled to be payable six months from the Effective Date (the "Pershing Square Bridge Notes). The Pershing Square Bridge Notes were pre-payable at any time without premium or penalty. In addition, we had the right (the "put right") to sell up to 35 million shares of common stock, subject to reduction as provided in the Investment Agreement, to Pershing Square at $10.00 per share (adjusted for dividends) within six months following the Effective Date to fund the repayment of the Pershing Square Bridge Notes to the extent that they had not already been repaid. In connection with our reserving shares for repurchase after the Effective Date, we paid to Fairholme and/or Pershing Square, as applicable, in cash on the Effective Date, an amount equal to approximately $38.75 million. No fee was required to be paid to Texas Teachers. In addition, pursuant to agreement, the Texas Teachers purchased on the Effective Date $500 million of New GGP, Inc. common stock at $10.25 per share.

        Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued warrants (the "Warrants"), which included eight million warrants to purchase common stock of HHC at an exercise price of $50.00 per share and 120 million warrants to purchase common stock of GGP (Note 9).

        Pursuant to the Plan, each holder of a share of Predecessor common stock received on the Effective Date a distribution of 0.098344 of a share of common stock of HHC. Following the distribution of the shares of HHC common stock, each existing share of common stock converted into and represented the right to receive one share of GGP common stock. No fractional shares of HHC or GGP, Inc. were issued (i.e., the number of shares issued to each record holder was "rounded down"). Following these transactions, the Predecessor common stock ceased to exist.

        After the transactions on the Effective Date, the Plan Sponsors, Blackstone (as it exercised its subscription rights described above) 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 and Texas Teachers held approximately 644 million shares of GGP common stock on such date.

        The Investment Agreements with Fairholme and Pershing Square permitted us to repurchase (within 45 days of the Effective Date) up to 155 million shares in the aggregate issued to those investors at a price of $10.00 per share. We had a similar right for up to 24.4 million shares issued to Texas Teachers at a price of $10.25 per share (the "Clawback"). In November 2010, we sold an aggregate of approximately 154.9 million common shares to the public at $14.75 per share and repurchased an equal number of shares from Fairholme and Pershing as permitted under the Clawback and repaid the Pershing Square Bridge Notes in full, including accrued interest. We also used a portion of the offering proceeds after such repurchase to repurchase approximately 24.4 million shares from Texas Teachers, also as permitted under the Clawback.

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES (Details) (USD $)	1 Months Ended	2 Months Ended	3 Months Ended				10 Months Ended	12 Months Ended			0 Months Ended	12 Months Ended	2 Months Ended	1 Months Ended	3 Months Ended			10 Months Ended	12 Months Ended	1 Months Ended	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Mar. 31, 2011 property	Dec. 31, 2010	Dec. 31, 2011 property	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011 property	Nov. 09, 2010	Dec. 31, 2011 M property	Dec. 31, 2009	Dec. 31, 2011 HHC Properties	Mar. 02, 2012 The Village Of Cross Keys	Dec. 31, 2011 Consolidated	Dec. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Sep. 30, 2010 Predecessor	Jun. 30, 2010 Predecessor	Mar. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Feb. 21, 2012 Rouse Properties [Member]	Dec. 31, 2010 Discontinuing operations	Dec. 31, 2011 Discontinuing operations	Nov. 09, 2010 Discontinuing operations Predecessor	Dec. 31, 2009 Discontinuing operations Predecessor
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES.
Number of Special Consideration Properties held for disposition			1					1
Time period expected for sale of Special Consideration Properties (in months)								12
Number of Special Consideration Properties transferred to lenders with revised intent to retain the title	2					2
Number of Special Consideration Properties reclassified to held for use	2
Discontinued operations
Sale Price											$ 25,000,000
Cash received on sale		108,914,000						627,872,000			8,000,000	507,300,000						39,450,000	6,416,000
Note receivable entered into with the buyer											17,000,000
Secured Debt Forgiven																				18,900,000
Debt Assumed																				62,000,000
Retail and other revenue																					56,263,000	304,225,000	441,101,000	540,129,000
Land and condominium sales																							96,976,000	45,997,000
Total revenues		373,250,000	657,985,000	624,179,000	603,020,000	620,414,000	2,362,955,000	2,505,597,000	2,829,964,000				373,250,000	276,299,000	622,830,000	616,642,000	625,672,000	2,141,443,000	2,551,172,000		56,263,000	304,225,000	538,077,000	586,126,000
Retail and other operating expenses																					41,862,000	248,614,000	275,093,000	391,916,000
Land and condominium sales operations																							99,449,000	50,770,000
Impairment loss								64,337,000										4,516,000	315,968,000			4,096,000	30,784,000	906,883,000
Total expenses		297,446,000						1,944,932,000										1,321,142,000	1,969,326,000		41,862,000	252,710,000	405,326,000	1,349,569,000
Operating income		75,804,000	122,832,000	135,698,000	143,821,000	158,314,000		560,665,000					75,804,000	107,492,000	233,818,000	236,348,000	242,641,000	820,301,000	581,846,000		14,401,000	51,515,000	132,751,000	(763,443,000)
Interest expense, net																					(16,322,000)	(82,222,000)	(97,286,000)	(106,881,000)
Other expenses																					(8,000)		26,639,000	69,259,000
Net income (loss) from operations																					(1,929,000)	(30,707,000)	62,104,000	(801,065,000)
(Provision for) benefit from income taxes																					(100,000)	(632,000)	472,170,000	20,303,000
Noncontrolling interest		1,868,000						(6,291,000)										26,650,000	20,027,000			(86,000)	(64,000)	453,000
Gains (losses) on disposition of properties																					(4,976,000)	4,332,000	(1,111,277,000)	(966,000)
Income (loss) from discontinuing operations		$ (7,005,000)	$ (15,572,000)	$ (3,689,000)	$ (4,922,000)	$ (2,910,000)		$ (27,093,000)					$ (7,005,000)	$ (653,787,000)	$ (7,122,000)	$ 8,508,000	$ 75,334,000	$ (577,067,000)	$ (781,275,000)		$ (7,005,000)	$ (27,093,000)	$ (577,067,000)	$ (781,275,000)
Fair value per share of discontinued operation (in dollars per share)										$ 36.50

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OTHER LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2011

OTHER LIABILITIES.

Schedule of components of accounts payable and accrued expenses

	December 31,		December 31,
	2011		2010
	(In thousands)
Below-market tenant leases, net (Note 4)	$	634,802	$	932,311
Accrued interest	196,536		143,856
Accounts payable and accrued expenses	164,139		264,578
Accrued real estate taxes	77,722		75,137
Accrued payroll and other employee liabilities	77,231		176,810
Construction payable	69,291		85,724
Deferred gains/income	65,174		60,808
Tenant and other deposits	19,336		19,109
Insurance reserve liability	17,796		17,381
Conditional asset retirement obligation liability	16,596		16,637
Above-market office lessee leases, net	13,571		—
Capital lease obligations	12,774		12,998
Uncertain tax position liability	6,847		8,356
Other	73,923		79,866
Total accounts payable and accrued expenses	$	1,445,738	$	1,893,571

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2011

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2011

							Costs Capitalized						Gross Amounts at Which
				Acquisition Accounting Cost (f)			Subsequent to Acquisition (c)						Carried at Close of Period (d)									Life Upon Which
						Buildings				Buildings					Buildings							Latest Statement
						and				and					and				Accumulated		Date	of Operation is
Name of Center	Location	Encumbrances (a)		Land		Improvements	Land			Improvements			Land		Improvements		Total		Depreciation (e)		Acquired	Computed
							(In thousands)
Ala Moana Center	Honolulu, HI	$	1,322,146	$	571,836	1,738,740	$	—		$	1,892		$	571,836	$	1,740,632	$	2,312,468	$	67,252	2010	(e)
Anaheim Crossing	Anaheim, CA	—		—		4,464	—			(4,464		)	—		—		—		—		2010	(e)
Animas Valley Mall	Farmington, NM	43,451		6,509		32,270	—			858			6,509		33,128		39,637		2,745		2010	(e)
Apache Mall	Rochester, MN	—		17,738		116,663	—			986			17,738		117,649		135,387		5,701		2010	(e)
Arizona Center	Phoenix, AZ	—		4,095		168,099	(4,095		)	(168,099		)	—		—		—		—		2010	(e)
Augusta Mall	Augusta, GA	159,401		25,450		137,376	—			3,394			25,450		140,770		166,220		8,333		2010	(e)
Austin Bluffs Plaza (g)	Colorado Springs, CO	1,983		1,425		1,075	—			—			1,425		1,075		2,500		40		2010	(e)
Bailey Hills Village	Eugene, OR	—		422		347	(422		)	(347		)	—		—		—		—		2010	(e)
Baskin Robbins	Idaho Falls, ID	—		333		19	—			—			333		19		352		5		2010	(e)
Baybrook Mall	Friendswood, TX	179,951		76,527		288,241	—			(2,215		)	76,527		286,026		362,553		12,367		2010	(e)
Bayshore Mall	Eureka, CA	30,436		4,770		33,305	—			(327		)	4,770		32,978		37,748		2,005		2010	(e)
Bayside Marketplace	Miami, FL	83,953		—		198,396	—			1,105			—		199,501		199,501		13,491		2010	(e)
Beachwood Place	Beachwood, OH	227,749		59,156		196,205	—			1,256			59,156		197,461		256,617		7,602		2010	(e)
Bellis Fair	Bellingham, WA	93,882		14,122		102,033	—			704			14,122		102,737		116,859		4,956		2010	(e)
Birchwood Mall	Port Huron, MI	46,924		8,316		44,884	—			68			8,316		44,952		53,268		2,577		2010	(e)
Boise Plaza	Boise, ID	—		3,996		645	—			(42		)	3,996		603		4,599		73		2010	(e)
Boise Towne Plaza	Boise, ID	9,694		6,457		3,195	—			10			6,457		3,205		9,662		446		2010	(e)
Boise Towne Square	Boise, ID	139,650		37,724		159,923	—			213			37,724		160,136		197,860		7,055		2010	(e)
Brass Mill Center	Waterbury, CT	89,053		21,959		79,574	—			504			21,959		80,078		102,037		4,415		2010	(e)
Brass Mill Commons	Waterbury, CT	19,046		9,538		19,533	—			(133		)	9,538		19,400		28,938		1,100		2010	(e)
Burlington Town Center	Burlington, VT	24,066		3,703		22,576	—			(615		)	3,703		21,961		25,664		2,449		2010	(e)
Cache Valley Mall	Logan, UT	28,623		2,890		19,402	—			(48		)	2,890		19,354		22,244		1,115		2010	(e)
Cache Valley Marketplace	Logan, UT	—		1,072		7,440	—			13			1,072		7,453		8,525		503		2010	(e)
Canyon Point Village Center	Las Vegas, NV	—		11,439		9,388	(11,439		)	(9,388		)	—		—		—		—		2010	(e)
Capital Mall	Jefferson City, MO	—		1,114		7,731	—			(45		)	1,114		7,686		8,800		899		2010	(e)
Chula Vista Center	Chula Vista, CA	—		13,214		67,743	1,149			10,134			14,363		77,877		92,240		4,052		2010	(e)
Coastland Center	Naples, FL	120,694		24,470		166,038	—			343			24,470		166,381		190,851		7,605		2010	(e)
Collin Creek	Plano, TX	63,742		14,747		48,094	—			426			14,747		48,520		63,267		2,997		2010	(e)
Colony Square Mall	Zanesville, OH	28,212		4,253		29,573	—			546			4,253		30,119		34,372		2,150		2010	(e)
Columbia Mall	Columbia, MO	89,355		7,943		107,969	—			8			7,943		107,977		115,920		6,343		2010	(e)
Columbiana Centre	Columbia, SC	103,800		22,178		125,061	—			17			22,178		125,078		147,256		7,791		2010	(e)
Coral Ridge Mall	Coralville, IA	91,278		20,178		134,515	—			171			20,178		134,686		154,864		6,657		2010	(e)
Coronado Center	Albuquerque, NM	153,690		28,312		153,526	—			1,163			28,312		154,689		183,001		8,322		2010	(e)
Crossroads Center	St. Cloud, MN	78,493		15,499		103,077	—			1,480			15,499		104,557		120,056		5,855		2010	(e)
Cumberland Mall	Atlanta, GA	105,594		36,913		138,795	—			1,545			36,913		140,340		177,253		7,703		2010	(e)
Deerbrook Mall	Humble, TX	152,656		36,761		133,448	—			(295		)	36,761		133,153		169,914		6,485		2010	(e)
Eastridge Mall	Casper, WY	34,310		5,484		36,756	—			91			5,484		36,847		42,331		2,299		2010	(e)
Eastridge Mall	San Jose, CA	153,167		30,368		135,317	—			603			30,368		135,920		166,288		6,147		2010	(e)
Eden Prairie Center	Eden Prairie, MN	73,308		24,985		74,733	—			83			24,985		74,816		99,801		5,902		2010	(e)
Fallbrook Center	West Hills, CA	81,771		18,479		62,432	1,543			4,364			20,022		66,796		86,818		3,622		2010	(e)
Faneuil Hall Marketplace	Boston, MD	—		—		91,817	—			(91,817		)	—		—		—		—		2010	(e)
Fashion Place	Murray, UT	138,206		24,068		232,456	—			22,215			24,068		254,671		278,739		10,402		2010	(e)
Fashion Show	Las Vegas, NV	629,870		564,310		627,327	—			29,169			564,310		656,496		1,220,806		33,441		2010	(e)
Foothills Mall	Fort Collins, CO	38,682		16,137		22,259	—			1,342			16,137		23,601		39,738		2,293		2010	(e)
Fort Union	Midvale, UT	2,386		—		2,104	—			(375		)	—		1,729		1,729		58		2010	(e)
Four Seasons Town Centre	Greensboro, NC	93,570		17,259		126,570	—			736			17,259		127,306		144,565		5,908		2010	(e)
Fox River Mall	Appleton, WI	185,835		42,259		217,932	—			1,029			42,259		218,961		261,220		8,857		2010	(e)
Fremont Plaza	Las Vegas, NV	—		—		1,723	—			(17		)	—		1,706		1,706		202		2010	(e)
Gateway Crossing Shopping Center	Bountiful, UT	—		9,701		13,957	(9,701		)	(13,957		)	—		—		—		—		2010	(e)
Gateway Mall	Springfield, OR	—		7,097		36,573	—			2,574			7,097		39,147		46,244		2,457		2010	(e)
Glenbrook Square	Fort Wayne, IN	158,095		30,965		147,002	—			(447		)	30,965		146,555		177,520		6,880		2010	(e)
Governor’s Square	Tallahassee, FL	75,465		18,289		123,088	—			733			18,289		123,821		142,110		8,209		2010	(e)

					Costs Capitalized				Gross Amounts at Which
			Acquisition Accounting Cost		Subsequent to Acquisition (c)				Carried at Close of Period (d)					Life Upon Which
				Buildings			Buildings			Buildings				Latest Statement
				and			and			and		Accumulated	Date	of Operation is
Name of Center	Location	Encumbrances (a)	Land	Improvements	Land		Improvements		Land	Improvements	Total	Depreciation (e)	Acquired	Computed
					(In thousands)
Grand Teton Mall	Idaho Falls, ID	50,733	7,836	52,616	—		394		7,836	53,010	60,846	2,817	2010	(e)
Grand Teton Plaza	Idaho Falls, ID	—	5,230	7,042	—		577		5,230	7,619	12,849	441	2010	(e)
Greenwood Mall	Bowling Green, KY	—	12,459	85,370	—		1,912		12,459	87,282	99,741	4,494	2010	(e)
Harborplace	Baltimore, MD	50,198	—	82,834	—		835		—	83,669	83,669	3,627	2010	(e)
Hulen Mall	Fort Worth, TX	103,599	8,665	112,252	—		9,409		8,665	121,661	130,326	5,579	2010	(e)
Jordan Creek Town Center	West Des Moines, IA	173,545	54,663	262,608	—		1,643		54,663	264,251	318,914	11,394	2010	(e)
Knollwood Mall	St. Louis Park, MN	36,132	6,127	32,905	—		119		6,127	33,024	39,151	1,987	2010	(e)
Lakeland Square	Lakeland, FL	51,357	10,938	56,867	—		614		10,938	57,481	68,419	3,226	2010	(e)
Lakeside Mall	Sterling Heights, MI	155,040	36,993	130,460	—		1,275		36,993	131,735	168,728	6,039	2010	(e)
Lansing Mall	Lansing, MI	22,129	9,615	49,220	—		279		9,615	49,499	59,114	2,980	2010	(e)
Lincolnshire Commons	Lincolnshire, IL	27,423	8,806	26,848	—		(10	)	8,806	26,838	35,644	1,327	2010	(e)
Lynnhaven Mall	Virginia Beach, VA	218,241	54,628	219,013	—		(1,478	)	54,628	217,535	272,163	10,117	2010	(e)
Mall At Sierra Vista	Sierra Vista, AZ	23,335	7,078	36,441	—		2		7,078	36,443	43,521	1,764	2010	(e)
Mall of Louisiana	Baton Rouge, LA	234,883	88,742	319,097	—		43		88,742	319,140	407,882	11,941	2010	(e)
Mall of The Bluffs	Council Bluffs, IA	25,909	3,839	12,007	—		(205	)	3,839	11,802	15,641	972	2010	(e)
Mall St. Matthews	Louisville, KY	135,695	42,014	155,809	19		1,389		42,033	157,198	199,231	6,829	2010	(e)
Mall St. Vincent	Shreveport, LA	—	4,604	21,927	—		(340	)	4,604	21,587	26,191	1,396	2010	(e)
Market Place Shopping Center	Champaign, IL	105,240	21,611	111,515	—		1,378		21,611	112,893	134,504	6,137	2010	(e)
Mayfair Mall	Wauwatosa, WI	297,066	84,473	352,140	(79	)	685		84,394	352,825	437,219	17,345	2010	(e)
Meadows Mall	Las Vegas, NV	97,462	30,275	136,846	—		322		30,275	137,168	167,443	6,241	2010	(e)
Mondawmin Mall	Baltimore, MD	72,556	19,707	63,348	—		4,405		19,707	67,753	87,460	4,102	2010	(e)
Newgate Mall	Ogden, UT	38,204	17,856	70,318	—		2,487		17,856	72,805	90,661	4,688	2010	(e)
Newpark Mall	Newark, CA	67,056	17,848	57,404	—		857		17,848	58,261	76,109	3,797	2010	(e)
North Plains Mall	Clovis, NM	13,160	2,218	11,768	—		379		2,218	12,147	14,365	958	2010	(e)
North Point Mall	Alpharetta, GA	207,212	57,900	228,517	—		1,930		57,900	230,447	288,347	14,810	2010	(e)
North Star Mall	San Antonio, TX	217,665	91,135	392,422	—		3,097		91,135	395,519	486,654	15,252	2010	(e)
Northridge Fashion Center	Northridge, CA	248,738	66,774	238,023	—		112		66,774	238,135	304,909	11,093	2010	(e)
NorthTown Mall	Spokane, WA	89,565	12,310	108,857	—		575		12,310	109,432	121,742	6,389	2010	(e)
Oak View Mall	Omaha, NE	84,601	20,390	107,216	—		1,673		20,390	108,889	129,279	6,406	2010	(e)
Oakwood Center	Gretna, LA	90,249	21,105	74,228	—		149		21,105	74,377	95,482	3,278	2010	(e)
Oakwood Mall	Eau Claire, WI	81,592	13,786	92,114	—		532		13,786	92,646	106,432	4,995	2010	(e)
Oglethorpe Mall	Savannah, GA	130,229	27,075	157,100	—		1,700		27,075	158,800	185,875	8,370	2010	(e)
Orem Plaza Center Street (g)	Orem, UT	2,133	1,935	2,180	—		6		1,935	2,186	4,121	71	2010	(e)
Orem Plaza State Street (g)	Orem, UT	1,320	1,264	611	—		52		1,264	663	1,927	29	2010	(e)
Owings Mills Mall	Owing Mills, MD	—	24,921	31,746	(22,519	)	(6,202	)	2,402	25,544	27,946	1,414	2010	(e)
Oxmoor Center	Louisville, KY	94,396	—	117,814	—		874		—	118,688	118,688	5,133	2010	(e)
Paramus Park	Paramus, NJ	96,729	31,320	102,054	—		2,026		31,320	104,080	135,400	5,956	2010	(e)
Park City Center	Lancaster, PA	195,740	42,451	195,409	—		660		42,451	196,069	238,520	5,094	2010	(e)
Park Place	Tucson, AZ	198,468	61,907	236,019	—		577		61,907	236,596	298,503	9,352	2010	(e)
Peachtree Mall	Columbus, GA	82,983	13,855	92,143	—		2,187		13,855	94,330	108,185	5,843	2010	(e)
Pecanland Mall	Monroe, LA	51,551	12,943	73,231	—		1,672		12,943	74,903	87,846	4,894	2010	(e)
Pembroke Lakes Mall	Pembroke Pines, FL	122,111	64,883	254,910	—		322		64,883	255,232	320,115	17,140	2010	(e)
Pierre Bossier Mall	Bossier City, LA	41,440	7,522	38,247	—		(291	)	7,522	37,956	45,478	1,828	2010	(e)
Pine Ridge Mall	Pocatello, ID	23,133	7,534	5,013	—		49		7,534	5,062	12,596	726	2010	(e)
Pioneer Place	Portland, OR	112,329	—	97,096	—		962		—	98,058	98,058	3,712	2010	(e)
Plaza 800	Sparks, NV	—	—	61	—		336		—	397	397	14	2010	(e)
Prince Kuhio Plaza	Hilo, HI	33,814	—	52,373	—		(100	)	—	52,273	52,273	3,078	2010	(e)
Providence Place	Providence, RI	421,371	—	400,893	—		1,345		—	402,238	402,238	16,169	2010	(e)
Provo Towne Centre	Provo, UT	55,422	17,027	75,871	—		(12,949	)	17,027	62,922	79,949	3,559	2010	(e)
Red Cliffs Mall	St. George, UT	21,986	4,739	33,357	—		(135	)	4,739	33,222	37,961	1,798	2010	(e)
Red Cliffs Plaza	St. George, UT	—	2,073	573	—		5		2,073	578	2,651	104	2010	(e)
Regency Square Mall	Jacksonville, FL	74,467	14,979	56,082	—		(660	)	14,979	55,422	70,401	6,066	2010	(e)
Ridgedale Center	Minnetonka, MN	161,139	39,495	151,090	—		1,460		39,495	152,550	192,045	6,863	2010	(e)
River Falls Mall	Clarksville, IN	—	4,464	12,824	(4,464	)	(12,824	)	—	—	—	—	2010	(e)
River Hills Mall	Mankato, MN	76,961	16,207	85,608	—		1,352		16,207	86,960	103,167	4,577	2010	(e)

					Costs Capitalized				Gross Amounts at Which
			Acquisition Accounting Cost		Subsequent to Acquisition (c)				Carried at Close of Period (d)					Life Upon Which
				Buildings			Buildings			Buildings				Latest Statement
				and			and			and		Accumulated	Date	of Operation is
Name of Center	Location	Encumbrances (a)	Land	Improvements	Land		Improvements		Land	Improvements	Total	Depreciation (e)	Acquired	Computed
					(In thousands)
River Pointe Plaza (g)	West Jordan, UT	3,303	3,128	3,509	—		6		3,128	3,515	6,643	156	2010	(e)
Riverlands Shopping Center	LaPlace, LA	—	2,017	4,676	(2,017	)	(4,676	)	—	—	—	—	2010	(e)
Riverside Plaza	Provo, UT	—	8,128	9,489	(8,128	)	(9,489	)	—	—	—	—	2010	(e)
Rivertown Crossings	Grandville, MI	167,829	47,790	181,770	—		1,507		47,790	183,277	231,067	7,992	2010	(e)
Rogue Valley Mall	Medford, OR	26,575	9,042	61,558	—		1,438		9,042	62,996	72,038	3,248	2010	(e)
Saint Louis Galleria	St. Louis, MO	—	21,425	263,596	(21,425	)	(263,596	)	—	—	—	—	2010	(e)
Salem Center	Salem, OR	37,416	5,925	33,620	—		(84	)	5,925	33,536	39,461	1,742	2010	(e)
Sikes Senter	Wichita Falls, TX	49,891	5,915	34,075	—		1,467		5,915	35,542	41,457	3,097	2010	(e)
Silver Lake Mall	Coeur d’Alene, ID	13,078	3,237	12,914	—		33		3,237	12,947	16,184	730	2010	(e)
Sooner Mall	Norman, OK	57,721	9,902	69,570	—		2,744		9,902	72,314	82,216	3,599	2010	(e)
Southlake Mall	Morrow, GA	91,708	19,263	68,607	—		166		19,263	68,773	88,036	5,439	2010	(e)
Southland Center	Taylor, MI	—	13,698	51,861	—		(666	)	13,698	51,195	64,893	2,234	2010	(e)
Southland Mall	Hayward, CA	72,908	23,407	81,474	—		6,386		23,407	87,860	111,267	4,889	2010	(e)
Southshore Mall	Aberdeen, WA	—	460	316	—		71		460	387	847	147	2010	(e)
Southwest Plaza	Littleton, CO	106,375	19,024	76,453	—		95		19,024	76,548	95,572	5,188	2010	(e)
Spokane Valley Mall	Spokane, WA	52,431	14,328	83,706	—		(9,930	)	14,328	73,776	88,104	3,514	2010	(e)
Spokane Valley Plaza	Spokane, WA	—	2,488	16,503	—		(2,122	)	2,488	14,381	16,869	697	2010	(e)
Spring Hill Mall	West Dundee, IL	52,611	8,219	23,679	—		(53	)	8,219	23,626	31,845	1,803	2010	(e)
Staten Island Mall	Staten Island, NY	282,198	102,227	375,612	—		2,496		102,227	378,108	480,335	20,017	2010	(e)
Steeplegate Mall	Concord, NH	66,434	11,438	42,032	—		264		11,438	42,296	53,734	2,481	2010	(e)
Stonestown Galleria	San Francisco, CA	216,093	65,962	203,043	—		(705	)	65,962	202,338	268,300	8,425	2010	(e)
The Boulevard Mall	Las Vegas, NV	81,895	34,523	46,428	—		851		34,523	47,279	81,802	4,340	2010	(e)
The Crossroads	Portage, MI	—	20,261	95,463	—		(40	)	20,261	95,423	115,684	7,296	2010	(e)
The Gallery At Harborplace	Baltimore, MD	77,778	15,930	112,117	—		1,076		15,930	113,193	129,123	5,328	2010	(e)
The Grand Canal Shoppes	Las Vegas, NV	370,823	49,785	716,625	—		(715	)	49,785	715,910	765,695	25,307	2010	(e)
The Maine Mall	South Portland, ME	200,706	36,205	238,067	—		1,464		36,205	239,531	275,736	11,253	2010	(e)
The Mall In Columbia	Columbia, MD	402,438	124,540	479,171	—		839		124,540	480,010	604,550	18,353	2010	(e)
The Parks at Arlington	Arlington, TX	183,116	19,807	299,708	—		1,315		19,807	301,023	320,830	12,018	2010	(e)
The Pines	Pine Bluff, AR	—	331	1,631	(331	)	(1,631	)	—	—	—	—	2010	(e)
The Shoppes at Buckland	Manchester, CT	155,358	35,180	146,474	—		(218	)	35,180	146,256	181,436	8,241	2010	(e)
The Shoppes at the Palazzo	Las Vegas, NV	241,282	—	290,826	—		(1,028	)	—	289,798	289,798	9,555	2010	(e)
The Shops At Fallen Timbers	Maumee, OH	46,969	3,785	31,771	(23	)	1,249		3,762	33,020	36,782	1,806	2010	(e)
The Shops At La Cantera	San Antonio, TX	170,436	80,016	350,737	—		16,699		80,016	367,436	447,452	13,492	2010	(e)
The Streets At SouthPoint	Durham, NC	228,970	66,045	242,189	—		12,183		66,045	254,372	320,417	22,869	2010	(e)
The Village Of Cross Keys	Baltimore, MD	—	8,425	26,651	—		922		8,425	27,573	35,998	2,753	2010	(e)
The Woodlands Mall	The Woodlands, TX	268,047	84,889	349,315	—		479		84,889	349,794	434,683	13,614	2010	(e)
Three Rivers Mall	Kelso, WA	18,834	2,080	11,142	—		593		2,080	11,735	13,815	1,057	2010	(e)
Town East Mall	Mesquite, TX	94,703	9,928	168,555	—		4,309		9,928	172,864	182,792	7,257	2010	(e)
Tucson Mall	Tucson, AZ	112,014	2,071	193,815	—		91,381		2,071	285,196	287,267	18,054	2010	(e)
Twin Falls Crossing	Twin Falls, ID	—	1,680	2,770	(1,680	)	(2,770	)	—	—	—	—	2010	(e)
Tysons Galleria	McLean, VA	260,459	90,317	351,005	—		2,208		90,317	353,213	443,530	12,502	2010	(e)
University Crossing (g)	Orem, UT	4,769	8,170	16,886	—		(84	)	8,170	16,802	24,972	862	2010	(e)
Valley Hills Mall	Hickory, NC	52,110	10,047	61,817	—		422		10,047	62,239	72,286	3,438	2010	(e)
Valley Plaza Mall	Bakersfield, CA	84,899	38,964	211,930	—		(878	)	38,964	211,052	250,016	9,945	2010	(e)
Visalia Mall	Visalia, CA	36,402	11,912	80,185	—		(58	)	11,912	80,127	92,039	3,396	2010	(e)
Vista Commons	Las Vegas, NV	—	6,348	13,110	(6,348	)	(13,110	)	—	—	—	—	2010	(e)
Vista Ridge Mall	Lewisville, TX	74,066	15,965	34,105	—		12,387		15,965	46,492	62,457	3,253	2010	(e)
Washington Park Mall	Bartlesville, OK	10,451	1,388	8,213	—		73		1,388	8,286	9,674	730	2010	(e)
West Oaks Mall	Ocoee, FL	64,757	20,278	55,607	(12,692	)	(36,175	)	7,586	19,432	27,018	1	2010	(e)
West Valley Mall	Tracy, CA	48,437	31,340	38,316	—		3,612		31,340	41,928	73,268	3,080	2010	(e)
Westlake Center	Seattle, WA	4,487	19,055	129,295	(14,819	)	(98,703	)	4,236	30,592	34,828	1,418	2010	(e)
Westwood Mall	Jackson, MI	27,019	5,708	28,006	—		171		5,708	28,177	33,885	1,675	2010	(e)
White Marsh Mall	Baltimore, MD	178,935	43,880	177,194	4,125		3,989		48,005	181,183	229,188	10,151	2010	(e)
White Mountain Mall	Rock Springs, WY	10,596	3,010	11,311	—		466		3,010	11,777	14,787	1,274	2010	(e)
Willowbrook	Wayne, NJ	162,852	110,660	419,822	—		3,175		110,660	422,997	533,657	20,093	2010	(e)

								Costs Capitalized						Gross Amounts at Which
				Acquisition Accounting Cost				Subsequent to Acquisition (c)						Carried at Close of Period (d)									Life Upon Which
						Buildings					Buildings					Buildings							Latest Statement
						and					and					and				Accumulated		Date	of Operation is
Name of Center	Location	Encumbrances (a)		Land		Improvements		Land			Improvements			Land		Improvements		Total		Depreciation (e)		Acquired	Computed
								(In thousands)
Woodbridge Center	Woodbridge, NJ	191,054		67,825		242,744		—			8,830			67,825		251,574		319,399		10,913		2010	(e)
Woodlands Village	Flagstaff, AZ	6,040		3,624		12,960		—			(55		)	3,624		12,905		16,529		869		2010	(e)
Yellowstone Square	Idaho Falls, ID	—		2,625		1,163		(2,625		)	(1,163		)	—		—		—		—		2010	(e)
Office, other and development in progress		2,013,447		165,478		542,790		(46,364		)	(71,688		)	119,114		471,102		590,216		30,617
Total		$	17,349,214	$	4,809,777	$	20,469,723	$	(162,335	)	$	(519,664	)	$	4,647,442	$	19,950,059	$	24,597,501	$	974,185
Properties Held For Disposition:
Grand Traverse Mall	Traverse City, MI	72,453		9,269		59,307		—			—			9,269		59,307		68,576		414		2010	(e)
		$	72,453	$	9,269	$	59,307	$	—		$	—		$	9,269	$	59,307	$	68,576	$	414

NOTES TO SCHEDULE III

(a)     See description of mortgages, notes and other debt payable in Note 7 of Notes to Consolidated Financial Statements.

(b)    Initial cost is the carrying value at the Effective Date due to the application of the acquisition method of accounting (Note 4).

(c)     Due to the application of the acquisition method of accounting, all dates are November 9, 2010, the Effective Date.

(d)    The aggregate cost of land, buildings and improvements for federal income tax purposes is approximately $18.2 billion.

(e)     Depreciation is computed based upon the following estimated useful lives:

	Years
Buildings and improvements	45
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

(f)     During 2011, the initial cost for certain assets was adjusted; the total acquisition accounting cost was not impacted.

(g)    Property previously classified as held for sale, and was reclassified as held for use in the first quarter of 2012.

Reconciliation of Real Estate

	Successor						Predeccessor
(In thousands)	2011			2010			2009
Balance at beginning of period	$	25,140,166		$	28,350,102		$	29,863,649
Acquisition accounting adjustments and HHC distribution	—			(3,104,518		)	—
Change in Master Planned Communities land	—			—			(70,156		)
Additions	383,001			12,518			263,418
Impairments	(63,910		)	—			(1,079,473		)
Dispositions and write-offs	(861,756		)	(117,936		)	(627,336		)
Balance at end of period	$	24,597,501		$	25,140,166		$	28,350,102

Reconciliation of Accumulated Depreciation

	Successor						Predeccessor
(In thousands)	2011			2010			2009
Balance at beginning of period	$	129,794		$	4,494,297		$	4,240,222
Depreciation expense	942,661			135,003			707,183
Dispositions and write-offs	(98,270		)	(4,499,506		)	(453,108		)
Balance at end of period	$	974,185		$	129,794		$	4,494,297

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PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2011

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

NOTE 21       PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following pro forma financial information has been presented as a result of the acquisition of the Predecessor pursuant to the Plan during 2010.  The pro forma consolidated statements of operations are based upon the historical financial information of the Predecessor and the Successor as presented in this Annual Report, excluding discontinued operations and the financial information of operations spun off to HHC, as if the transaction had been consummated on the first day of the earliest period presented.

The following pro forma financial information may not necessarily be indicative of what our actual results would have been if the Plan had been consummated as of the date assumed, nor does it purport to represent our results of operations for future periods.

	For the period from November 10, 2010 through December 31, 2010			For the period from January 1, 2010 through November 9, 2010			Pro Forma Year Ended December 31, 2010
	(In thousands)
Total revenues	$	373,250		$	2,141,443		$	2,492,167
Loss from continuing operations	(249,079		)	(635,341		)	(698,515		)

	Year Ended December 31, 2009			Pro Forma Year Ended December 31, 2009
Total revenues	$	2,551,172		$	2,521,574
Loss from continuing operations	(523,441		)	(815,025		)

Included in the above pro forma financial information for the year ended December 31, 2010 and 2009 are the following adjustments:

Minimum rent receipts are recognized on a straight-line basis over periods that reflect the related lease terms, and include accretion and amortization related to above and below market portions of tenant leases. Acquisition accounting pro forma adjustments reflect a change in the periods over which such items are recognized. The adjustment related to straight line rent and accretion and amortization related to above and below market portions of tenant leases was a decrease in revenues of $27.4 million for the year ended December 31, 2010 and $36.0 million for the year ended December 31, 2009.

Depreciation and amortization have been adjusted to reflect adjustments of estimated useful lives and contractual terms as well as the fair valuation of the underlying assets and liabilities, resulting in changes to the rate and amount of depreciation and amortization.

Interest expense has been adjusted to reflect the reduction in interest expense due to the repayment or replacement of certain of Old GGP’s debt as provided by the Plan. In addition, the pro forma information reflects non-cash adjustments to interest expense due to the fair valuing of debt and deferred expenses and other amounts in historical interest expense as a result of the acquisition method of accounting.

Reorganization items have been reversed as the Plan is assumed to be effective and all debtors of the Predecessor are deemed to have emerged from bankruptcy as of the first day of the periods presented and, accordingly, such expenses or items would not be incurred.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 7) (USD $) In Thousands, unless otherwise specified							10 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2010 Debt related to Special Consideration Properties (elected for Fair Value option)	Dec. 31, 2011 Debt related to Special Consideration Properties (elected for Fair Value option) Fair Value Estimate of Special Consideration Properities	Dec. 31, 2010 Debt related to Special Consideration Properties (elected for Fair Value option) Significant Unobservable Inputs (Level 3)	Dec. 31, 2009 Predecessor	Nov. 09, 2010 Predecessor Debt related to Special Consideration Properties (elected for Fair Value option)	Dec. 31, 2009 Predecessor Debt related to Special Consideration Properties (elected for Fair Value option)	Dec. 31, 2009 Predecessor Similar eligible debt (not elected for Fair Value option)	Dec. 31, 2009 Predecessor Debt not eligible for Fair Value option	Dec. 31, 2009 Predecessor Market rate adjustments
Fair Value option disclosures
Mortgages, notes and loans payable			$ 644,277	$ 556,415	$ 556,415	$ 7,300,772		$ 316,966	$ 4,233,747	$ 3,010,301	$ (260,242)
Mortgages, notes and loans payable	17,143,014	17,841,757
Gain in reorganization items							36,243	54,224
Interest Expense							$ 29,694	$ 36,737

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2011

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Schedule of components of accumulated other comprehensive income (loss)

	December 31, 2011			December 31, 2010
	(in thousands)
Net unrealized (losses) gains on financial instruments	$	—		$	129
Foreign currency translation		(48,545	)		75
Unrealized gains (losses) on available-for-sale securities		263			(32	)
	$	(48,282	)	$	172

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

        The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in Consolidated Real Estate Affiliates as permanent equity of the Company. All significant intercompany balances and transactions have been eliminated.

        We operate in a single reportable segment referred to as our retail and other segment, which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment.

        Through the Effective Date in 2010, we had two reportable segments (Retail and Other and Master Planned Communities) which offered different products and services. Our segments were managed separately because each required different operating strategies or management expertise. On the Effective Date, the assets included in the Master Planned Communities segment were distributed to HHC pursuant to the Plan (Note 2) and are therefore no longer reported as a reportable segment.

Reclassifications

Reclassifications

        Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation as a result of discontinued operations. Amounts included on the statements of operations for properties sold or to be disposed of have been reclassified to discontinued operations for all periods presented. However, two properties previously classified as held for sale, Mall St. Vincent and Southland Center, were reclassified as held for use in the first quarter of 2011 and have been included in continuing operations for all periods presented in the accompanying consolidated financial statements (Note 5). Lastly, certain prior period statement of operations disclosures in the accompanying footnotes have been restated to exclude amounts which have been reclassified to discontinued operations.

Properties

Properties

        Real estate assets are stated at cost less any provisions for impairments. As discussed in Note 4, the real estate assets were recorded at fair value pursuant to the application of acquisition accounting on the Effective Date. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying amount of the property does not exceed the estimated fair value of the completed property. Real estate taxes and interest costs incurred during construction periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the constructed assets.

        Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed (see also our impairment policies in this Note 3 below).

        Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or the applicable lease term. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred.

        We periodically review the estimated useful lives of our properties. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	45
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

        Accumulated depreciation was reset to zero on the Effective Date as described in Note 4 in conjunction with the application of the acquisition method of accounting due to the Plan and the Investment Agreements.

Impairment

Impairment

General

        Carrying values of our properties were reset to fair value on the Effective Date as provided by the acquisition method of accounting. Impairment charges could be taken in the future if economic conditions change or if the plans regarding such assets change. Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, investments in Unconsolidated Real Estate Affiliates and developments in progress, will not occur in future periods. Accordingly, we will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Operating properties

        Accounting for the impairment of long-lived assets requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. We review our consolidated assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

        Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant occupancy percentage changes, debt maturities, management's intent with respect to the assets and prevailing market conditions.

        Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

        If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the carrying amount may exceed the estimated fair value of certain assets, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

        During the respective periods, we determined there were events and circumstances indicating that certain properties were not recoverable and therefore required impairments. As such, we recorded impairment charges related to three operating properties and one non-income producing asset of $68.3 million for the year ended December 31, 2011. In 2011, these provisions reduced the carrying value of certain assets to approximately $37.5 million below the approximately $83.9 million of nonrecourse notes payable related to those assets. The Predecessor recorded impairment charges related to operating properties and properties under development of $35.3 million for the period from January 1, 2010 through November 9, 2010 and $1.08 billion for the year ended December 31, 2009. These impairment charges are included in provisions for impairment in our Consolidated Statements of Operations and Comprehensive Income (Loss), except for $4.0 million for the year ended December 31, 2011, $30.8 million for the period from January 1, 2010 through November 9, 2010 and $831.1 million for the year ended December 31, 2009, which are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Investment in Unconsolidated Real Estate Affiliates

        According to the guidance related to the equity method of accounting for investments, a series of operating losses of an investee or other factors may indicate that an other-than-temporary decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary impairments with respect to the carrying values of our unconsolidated real estate affiliates.

        In the period January 1, 2010 through November 9, 2010, the Predecessor recorded an impairment provision of approximately $21.1 million related to the sale of its interest in Turkey, recorded in equity in income (loss) of Unconsolidated Real Estate Affiliates. We did not record any provisions for impairment related to our investments in Unconsolidated Real Estate Affiliates for the year ended December 31, 2011, for the period November 10, 2010 through December 31, 2010 and for the year ended December 31, 2009.

Goodwill

        The application of acquisition accounting on the Effective Date did not yield any goodwill for the Successor and all prior goodwill amounts of the Predecessor were eliminated (Note 4). With respect to the Predecessor, the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed was recorded as goodwill. Recorded goodwill was tested for impairment annually or more frequently if events or changes in circumstances indicated that the asset might be impaired. The Predecessor assessed fair value based on estimated future cash flow projections that utilized discount and capitalization rates which are generally unobservable in the market place (Level 3 inputs) under these principles, but approximate the inputs we believe would be utilized by market participants in assessing fair value. Estimates of future cash flows were based on a number of factors including the historical operating results, known trends, and market/economic conditions. If the carrying amount of a property, including its goodwill, exceeded its estimated fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. In this second step, if the implied fair value of goodwill was less than the carrying amount of goodwill, an impairment charge was recorded.

        As a result of the procedures performed, the Predecessor recorded provisions for impairment of goodwill of $140.6 million for the year ended December 31, 2009. During 2010, until the Effective Date, there were no events or circumstances that indicated that the then current carrying amount of goodwill might be impaired.

Acquisitions of Operating Properties

Acquisitions of Operating Properties

        Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties were included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. No significant value had been ascribed to the tenant relationships at the acquired properties in previous years by the Predecessor or by the Successor in 2010 (Note 4).

Investments in Unconsolidated Real Estate Affiliates

Investments in Unconsolidated Real Estate Affiliates

        We account for investments in joint ventures where we own a non-controlling joint interest using the equity method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and reduced by distributions received. Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 6), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of such Unconsolidated Real Estate Affiliates (for example, arising from the application of the acquisition method of accounting as described in Note 4) are amortized over lives ranging from five to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

Cash and Cash Equivalents

Cash and Cash Equivalents

        Highly-liquid investments with maturities at dates of purchase of three months or less are classified as cash equivalents.

Leases

Leases

        We account for the majority of our leases as operating leases. Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables. Leases which transfer substantially all the risks and benefits of ownership to us are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities.

Deferred Expenses

Deferred Expenses

        Deferred expenses primarily consist of leasing commissions and related costs and are amortized using the straight-line method over the life of the leases. Deferred expenses also include financing fees we incurred in order to obtain long-term financing and are amortized as interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. The acquisition method of accounting eliminated such balances of deferred financing fees and the Successor only has recorded amounts incurred subsequent to the Effective Date.

Revenue Recognition and Related Matters

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related operating leases.  Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on properties that were fair valued at emergence and acquired properties.  The following is a summary of amortization of straight-line rent, net amortization /accretion related to above and below-market tenant leases and termination income:

	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
Amortization of straight-line rent	$	80,111		$	2,804		$	28,397	$	25,249
Net amortization/accretion of above and below-market tenant leases	(107,714		)	(12,283		)	5,109		9,128
Lease termination income	16,535			2,227			18,434		20,952

The following is a summary of straight-line rent receivables, which are included in Accounts and notes receivable, net in our Consolidated Balance Sheets and are reduced for allowances and amounts doubtful of collection:

	December 31, 2011		December 31, 2010
	(In thousands)
Straight-line rent receivables, net	$	97,565	$	14,125

We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible.  Such allowances are reviewed periodically based upon our recovery experience.   The following table summarizes the changes in allowance for doubtful accounts:

	Successor						Predecessor
	2011			2010			2010			2009
	(In thousands)
Balance as of January 1, (November 9, 2010 for Successor)	$	40,746		$	53,670		$	69,235		$	59,784
Provisions for doubtful accounts	5,621			50			13,294			22,901
Provisions for doubtful accounts in discontinued operations	683			430			2,576			7,430
Write-offs	(14,191		)	(13,404		)	(31,435		)	(20,880		)
Balance as of December 31, (November 9, 2010 for Predecessor)	$	32,859		$	40,746		$	53,670		$	69,235

Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount,  is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.  Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance.  In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership, for accounting purposes, of such improvements.  If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term.  If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Income Taxes

Income Taxes (Note 8)

        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. 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.

        Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns and are recorded primarily by certain of our taxable REIT subsidiaries. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax provision. The Successor experienced a change in control, as a result of the transactions undertaken to emerge from bankruptcy, pursuant to Section 382 of the Internal Revenue Code that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

Transactions with Affiliates

Transactions with Affiliates

        Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates and for properties owned by third parties up to the sale of our management services business in June 2010. The following are fees earned from the Unconsolidated Real Estate Affiliates and third party managed properties which are included in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss):

	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
	(In thousands)
Management fees from affiliates	$	60,752	$	8,673	$	51,257	$	66,567

        In connection with the RPI Spin-Off (Note 19), we have entered into a Transition Services Agreement ("TSA") with RPI. Per the terms of the TSA, we have agreed to provide certain leasing, asset management, legal and other services to RPI for established fees, which are not expected to be material.

Fair Value Measurements

Fair Value Measurements

        The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• •

  Level 1—defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

  •

  Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

  •

  Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

        The following table summarizes our assets and liabilities that are measured at fair value on a nonrecurring basis during the year ended December 31, 2011 and for the period January 1, 2010 through November 9, 2010. No assets or liabilities were measured at fair value during the period November 10, 2010 through December 31, 2010.

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Year Ended December 31, 2011 (Successor)
Investments in real estate(1)	$	46,478	$	—	$	—	$	46,478
For the Period January 1, 2010 through November 9, 2010 (Predecessor)
Investments in real estate(1)	$	1,104,934	$	—	$	141,579	$	963,355
Liabilities(2)		15,794,687		—		—		15,794,687

(1)

Refer to Note 3 for more information regarding impairment.

(2)

The fair value of debt relates to the properties that emerged from bankruptcy during the period January 1, 2010 through November 9, 2010.

        We estimated fair value relating to these impairment assessments based upon discounted cash flow and direct capitalization models that included all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that we believed to be within a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on estimated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

        In addition, the fair value of liabilities related to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010 was $15.79 billion as of November 9, 2010 and were fair valued using Level 3 inputs. Fair value was determined based on the net present value of debt using current market rates.

        The following table summarizes gains and losses recorded within earnings as a result of changes in fair value:

	Total Loss
						Predecessor
	Successor
						Period from January 1, 2010 through November 9, 2010
	Year Ended December 31, 2011			Period from November 10, 2010 through December 31, 2010					Year Ended December 31, 2009
	(In thousands)
Investments in real estate(1)	$	(68,382	)	$	—	$	(35,290	)	$	(1,031,810	)
Liabilities(2)		—			—		(200,921	)		(287,991	)

(1)

Refer to Note 3 for more information regarding impairment.

(2)

The fair value of liabilities relates to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010.

        Prior to emergence, we elected the fair value option for debt related to certain properties that were held for sale. The unpaid debt balance, fair value estimates, fair value measurements, gain (in reorganization items) and interest expense as of November 9, 2010 and for the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009, with respect to these properties are as follows:

	November 9, 2010
	Unpaid Debt Balance of Properties Held for Sale		Fair Value Estimate of Properties Held for Sale		Significant Unobservable Inputs (Level 3)		Total Gain Period from January 1, 2010 through November 9, 2010		Total Gain for the Year Ended December 31, 2009		Interest Expense for the Period from January 1, 2010 through November 9, 2010		Interest Expense for the Year Ended December 31, 2009
	(In thousands)
Mortgages, notes and loans payable	$	644,277	$	556,415	$	556,415	$	36,243	$	54,224	$	29,694	$	36,737

        An entity may choose to de-elect the fair value option when a defined qualifying event occurs. As the emergence from bankruptcy and subsequent acquisition method accounting met the definition of a qualifying event to de-elect, the Successor chose as of November 9, 2010 to de-elect from the fair value option for all previously elected mortgages.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt.  Management’s estimates of fair value are presented below for our debt as of December 31, 2011 and December 31, 2010.

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	14,795,370	$	14,978,908	$	15,416,077	$	15,217,325
Variable-rate debt	2,347,644		2,326,533		2,425,680		2,427,845
	$17,143,014		$	17,305,441	$	17,841,757	$	17,645,170

The fair value of our Junior Subordinated Notes approximates their carrying amount as of December 31, 2011 and December 31, 2010.  We estimated the fair value of this debt based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed, or, in the case of the Successor, recorded due to the acquisition method of accounting (Note 4).  Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

Foreign Currency Translation

Foreign Currency Translation

        The functional currencies for our international joint ventures are their local currencies. Assets and liabilities of these investments are translated at the rate of exchange in effect on the balance sheet date and operations are translated at the weighted average exchange rate for the period. Translation adjustments resulting from the translation of assets and liabilities are accumulated in stockholders' equity as a component of accumulated other comprehensive income (loss). Translation of operations is reflected in equity in other comprehensive income.

Reorganization Items

Reorganization Items

        Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Predecessor. Reorganization items include legal fees, professional fees and similar types of expenses resulting from activities of the reorganization process, gains on liabilities subject to compromise directly related to the Chapter 11 Cases, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases. We recognized a net expense on reorganization items of $339.3 million for the period January 1, 2010 through November 9, 2010 and a net credit of $118.9 million for the year ended December 31, 2009. These amounts exclude reorganization items that are currently included within discontinued operations. We did not recognize any reorganization items in 2011 or in the Successor period of 2010.

        The terms of engagement and the timing of payment for professional services rendered during our Chapter 11 proceedings were subject to approval by the Bankruptcy Court. In addition, certain of these retained professionals had agreements that provided for success or completion fees that became payable upon the Effective Date. As of December 31, 2010 we accrued $7.1 million of success or completion fees in accounts payable and accrued expenses on the Consolidated Balance Sheet. All success fees were fully paid as of December 31, 2011.

        In addition, we adopted a key employee incentive program (the "KEIP") which provided for payment to certain key employees upon successful emergence from bankruptcy. The amount payable under the KEIP was calculated based upon a formula related to the recovery to creditors and equity holders measured on the Effective Date and on February 7, 2011, 90 days after the Effective Date. Approximately $181.5 million was paid in two installments, November 12, 2010 and February 25, 2011, under the KEIP. Our liability under the Plan was recognized from the date the KEIP was approved by the Bankruptcy Court to the Effective Date. We accrued a liability for the KEIP in Accounts payable and accrued expenses on the Consolidated Balance Sheets of approximately $115.5 million and $27.5 million as of December 31, 2010 and 2009, respectively. The related expense was recognized in Reorganization items. All KEIP amounts were fully paid as of December 31, 2011.

Use of Estimates

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and goodwill, fair value of debt and cost ratios and completion percentages used for land sales (prior to the spin-off of HHC). Actual results could differ from these and other estimates.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives

	Years
Buildings and improvements	45
Equipment and fixtures	5 - 10
Tenant improvements	Shorter of useful life or applicable lease term

Schedule of termination income, net amortization /accretion related to above and below-market tenant leases and termination income

	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
Amortization of straight-line rent	$	80,111		$	2,804		$	28,397	$	25,249
Net amortization/accretion of above and below-market tenant leases	(107,714		)	(12,283		)	5,109		9,128
Lease termination income	16,535			2,227			18,434		20,952

Schedule of straight-line rent receivables

	December 31, 2011		December 31, 2010
	(In thousands)
Straight-line rent receivables, net	$	97,565	$	14,125

Summary of changes in allowance for doubtful accounts

	Successor						Predecessor
	2011			2010			2010			2009
	(In thousands)
Balance as of January 1, (November 9, 2010 for Successor)	$	40,746		$	53,670		$	69,235		$	59,784
Provisions for doubtful accounts	5,621			50			13,294			22,901
Provisions for doubtful accounts in discontinued operations	683			430			2,576			7,430
Write-offs	(14,191		)	(13,404		)	(31,435		)	(20,880		)
Balance as of December 31, (November 9, 2010 for Predecessor)	$	32,859		$	40,746		$	53,670		$	69,235

Schedule of management fees earned

	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
	(In thousands)
Management fees from affiliates	$	60,752	$	8,673	$	51,257	$	66,567

Summary of assets and liabilities that are measured at fair value on a nonrecurring basis

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
Year Ended December 31, 2011 (Successor)
Investments in real estate(1)	$	46,478	$	—	$	—	$	46,478
For the Period January 1, 2010 through November 9, 2010 (Predecessor)
Investments in real estate(1)	$	1,104,934	$	—	$	141,579	$	963,355
Liabilities(2)		15,794,687		—		—		15,794,687

(1)

Refer to Note 3 for more information regarding impairment.

(2)

The fair value of debt relates to the properties that emerged from bankruptcy during the period January 1, 2010 through November 9, 2010.

Summary of gains and losses recorded within earnings as a result of changes in fair value

	Total Loss
						Predecessor
	Successor
						Period from January 1, 2010 through November 9, 2010
	Year Ended December 31, 2011			Period from November 10, 2010 through December 31, 2010					Year Ended December 31, 2009
	(In thousands)
Investments in real estate(1)	$	(68,382	)	$	—	$	(35,290	)	$	(1,031,810	)
Liabilities(2)		—			—		(200,921	)		(287,991	)

(1)

Refer to Note 3 for more information regarding impairment.

(2)

The fair value of liabilities relates to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010.

Schedule of components of debt eligible for Fair Value option and similar items not eligible for Fair Value option

	November 9, 2010
	Unpaid Debt Balance of Properties Held for Sale		Fair Value Estimate of Properties Held for Sale		Significant Unobservable Inputs (Level 3)		Total Gain Period from January 1, 2010 through November 9, 2010		Total Gain for the Year Ended December 31, 2009		Interest Expense for the Period from January 1, 2010 through November 9, 2010		Interest Expense for the Year Ended December 31, 2009
	(In thousands)
Mortgages, notes and loans payable	$	644,277	$	556,415	$	556,415	$	36,243	$	54,224	$	29,694	$	36,737

Schedule of debt related to certain properties for which fair value option elected

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	14,795,370	$	14,978,908	$	15,416,077	$	15,217,325
Variable-rate debt	2,347,644		2,326,533		2,425,680		2,427,845
	$17,143,014		$	17,305,441	$	17,841,757	$	17,645,170

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ORGANIZATION

12 Months Ended

Dec. 31, 2011

ORGANIZATION

ORGANIZATION

NOTE 1 ORGANIZATION

General

        General Growth Properties, Inc. ("GGP", the "Successor" or the "Company"), a Delaware corporation, formerly known as New GGP, Inc., 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") in the Southern District of New York (the "Bankruptcy Court") on April 16, 2009 (the "Petition Date") and emerged from bankruptcy, pursuant to a plan of reorganization (the "Plan") on the Effective Date as described below. In these notes, the terms "we," "us" and "our" refer to GGP and its subsidiaries or, in certain contexts, the Predecessor and its subsidiaries.

        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 investments in Unconsolidated Real Estate Affiliates (as defined below). Prior to the Effective Date, the Predecessor had also developed and sold land for residential, commercial and other uses primarily in large-scale, long-term master planned community projects in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas, as well as one residential condominium project located in Natick (Boston), Massachusetts.

        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. The terms of the Preferred Units provide that the Preferred Units are convertible into Common Units which then are redeemable for cash or, at our option, shares of GGP common stock (Note 11).

        In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through the following subsidiaries:

• •

  The Rouse Company, LLC ("TRCLLC"), which has ownership interests in certain Consolidated Properties and Unconsolidated Properties (each as defined below) and is the borrower of certain unsecured bonds (Note 7).

  •

  General Growth Management, Inc. ("GGMI"), a taxable REIT subsidiary (a "TRS"), which manages, leases, and performs various services for some of our Unconsolidated Real Estate Affiliates (defined below) and, through July 2010, had performed such services for 19 properties owned by unaffiliated third parties, all located in the United States. GGMI also performs marketing and strategic partnership services at all of our Consolidated Properties.

        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 generally accepted accounting principles 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".

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2011

ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

Schedule of purchase price allocation

		November 9, 2010
Sources of funds		$	6,761,250
Plus: Existing GGP common equity*			4,446,691
Plus: Assumed liabilities
Fair value of mortgages, notes and loans payable			18,834,033
Deferred tax liabilities			39,113
Accounts payable and accrued expenses:
Below-market tenant leases	988,018
HHC tax indemnity	303,750
Accounts payable to affiliates	221,986
Accrued payroll and bonus	225,811
Accounts payable	304,794
Real estate tax payable	107,621
Uncertain tax position liability	20,247
Above-market ground leases	9,839
Other accounts payable and accrued expenses	478,293
Total accounts payable and accrued expenses			2,660,359
Total assumed liabilities			21,533,505
Plus: Total redeemable noncontrolling interests			220,842
Plus: Noncontrolling interests in consolidated real estate affiliates			102,171
Total purchase price		$	33,064,459
Land		$	4,858,396
Buildings and equipment:
Buildings and equipment	18,717,983
In-place leases	603,697
Lease commissions and costs	1,403,924
Total buildings and equipment			20,725,604
Developments in progress			137,055
Investment in and loans to/from Unconsolidated Real Estate Affiliates			3,184,739
Cash and cash equivalents			1,537,599
Accounts and notes receivable, net			129,439
Deferred expenses:
Lease commissions	154,550
Capitalized legal/marketing costs	26,757
Total deferred expenses			181,307
Prepaid expenses and other assets:
Above-market tenant leases	1,634,332
Below-market ground leases	259,356
Security and escrow deposits	153,294
Prepaid expenses	49,018
Real estate tax stabilization agreement	111,506
Deferred tax assets	10,576
Other	92,238
Total prepaid expenses and other assets			2,310,320
Total fair value of assets		$	33,064,459

*

outstanding Old GGP common stock on the Effective Date at a value of $14 per share.

Schedule of intangible assets and liabilities

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
				(In thousands)
As of December 31, 2011
Tenant leases:
In-place value	$	1,252,484		$	(391,605	)	$	860,879
Above-market	1,478,798			(315,044		)	1,163,754
Below-market	(819,056		)	184,254			(634,802		)
Ground leases:
Above-market	(9,839		)	439			(9,400		)
Below-market	204,432			(6,202		)	198,230
Real estate tax stabilization agreement	111,506			(7,211		)	104,295
As of December 31, 2010
Tenant leases:
In-place value	$	1,342,036		$	(56,568	)	$	1,285,468
Above-market	1,561,925			(43,032		)	1,518,893
Below-market	(959,115		)	26,804			(932,311		)
Building leases:
Below-market	15,268			(242		)	15,026
Ground leases:
Above-market	(9,839		)	55			(9,784		)
Below-market	256,758			(904		)	255,854
Real estate tax stabilization agreement	111,506			(899		)	110,607

Schedule of amortization/accretion of these intangible assets and liabilities on net income from continuing operations

	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
	(In thousands)
Amortization/accretion effect on continuing operations	$	(489,873	)	$	(65,579	)	$	(34,678	)	$	(43,525	)

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OTHER ASSETS (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
OTHER ASSETS.
Security and escrow deposits	$ 247,718	$ 259,440
Prepaid expenses	51,928	64,230
Receivables - finance leases and bonds	21,198	50,920
Deferred tax, net of valuation allowances	4,578	10,505
Prepaid finance costs	1,477	56
Other	12,357	14,921
Total prepaid expenses and other assets	1,805,535	2,300,452
Above-market tenant leases net
OTHER ASSETS
Net carrying amount	1,163,754	1,518,893
Below-market ground leases net
OTHER ASSETS
Net carrying amount	198,230	255,854
Real estate tax stabilization agreement net
OTHER ASSETS
Net carrying amount	104,295	110,607
Below-market office lessee leases net
OTHER ASSETS
Net carrying amount		$ 15,026

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2011

EARNINGS PER SHARE

Information related to EPS calculation

	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
	Basic and Diluted			Basic and Diluted			Basic and Diluted			Basic and Diluted
	(In thousands)
Numerators - Basic:
Loss from continuing operations	$	(279,788	)	$	(249,079	)	$	(635,341	)	$	(523,441	)
Allocation to noncontrolling interests	(6,331		)	1,843			13,572			19,911
Loss from continuing operations - net of noncontrolling interests	(286,119		)	(247,236		)	(621,769		)	(503,530		)
Discontinued operations	(27,093		)	(7,005		)	(577,067		)	(781,275		)
Allocation to noncontrolling interests	40			25			13,078			116
Discontinued operations - net of noncontrolling interests	(27,053		)	(6,980		)	(563,989		)	(781,159		)
Net (loss) income	(306,881		)	(256,084		)	(1,212,408		)	(1,304,716		)
Allocation to noncontrolling interests	(6,291		)	1,868			26,650			20,027
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Numerators - Diluted:
Loss from continuing operations - net of noncontrolling interests	$	(286,119	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted loss from continuing operations	$	(341,161	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted net loss attributable to common stockholders	$	(368,214	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Denominators:
Weighted average number of common shares outstanding - basic	943,669			945,248			316,918			311,993
Effect of dilutive securities	37,467			—			—			—
Weighted average number of common shares outstanding - diluted	981,136			945,248			316,918			311,993

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) In Thousands, unless otherwise specified	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Revenue and related matters disclosures
Straight-line rent	$ 2,804	$ 80,111	$ 28,397	$ 25,249
Net amortization/accretion of above and below-market tenant leases	(12,283)	(107,714)	5,109	9,128
Lease termination income	2,227	16,535	18,434	20,952
Straight-line rent receivables, net	$ 14,125	$ 97,565

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WARRANT LIABILITY (Details) (USD $)	12 Months Ended
	Dec. 31, 2011 Y warrant	Dec. 30, 2011 warrant	Jul. 15, 2011 warrant	Apr. 15, 2011 warrant	Dec. 31, 2010	Dec. 30, 2010 warrant
WARRANT LIABILITY
Exercise price (in dollars per share)	$ 15.02				$ 15.48
Issuable Shares	120,000,000	131,748,000	124,704,000	123,960,000		123,144,000
Term of Warrants, in number of years from the effective date	7
The Brookfield Investor
WARRANT LIABILITY
Number of Warrants	57,500,000
Exercise price (in dollars per share)	$ 10.75
Blackstone.
WARRANT LIABILITY
Number of Warrants	2,500,000
Number of Warrants	2,500,000
Exercise price (in dollars per share)	$ 10.75
Fairholme
WARRANT LIABILITY
Number of Warrants	41,070,000
Exercise price (in dollars per share)	$ 10.50
Initial period of term of Warrants in number of years during which prior notice is to be given	6.5
Notice period to exercise permanent warrants (in days)	90
Pershing Square
WARRANT LIABILITY
Number of Warrants	16,430,000
Exercise price (in dollars per share)	$ 10.50
Initial period of term of Warrants in number of years during which prior notice is to be given	6.5
Notice period to exercise permanent warrants (in days)	90
The Brookfield Investor and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)	$ 10.75	9.79	10.34	10.41		10.48
Adjustments to exercise price	$ 0.3943
Fairholme, Pershing Square and Blackstone
WARRANT LIABILITY
Exercise price (in dollars per share)	$ 10.23	9.56	10.10	10.16		10.23
Adjustments to exercise price	$ 0.3852

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Investment in real estate:
Land	$ 4,623,944	$ 4,722,674
Buildings and equipment	19,837,750	20,300,355
Less accumulated depreciation	(974,185)	(129,794)
Construction in progress	135,807	117,137
Net property and equipment	23,623,316	25,010,372
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,052,973	3,153,698
Net investment in real estate	26,676,289	28,164,070
Cash and cash equivalents	572,872	1,021,311
Accounts and notes receivable, net	218,749	114,099
Deferred expenses, net	170,012	175,669
Prepaid expenses and other assets	1,805,535	2,300,452
Assets held for disposition	74,694	591,778
Total assets	29,518,151	32,367,379
Liabilities:
Mortgages, notes and loans payable	17,143,014	17,841,757
Accounts payable and accrued expenses	1,445,738	1,893,571
Dividend payable	526,332	38,399
Deferred tax liabilities	29,220	36,463
Tax indemnification liability	303,750	303,750
Junior Subordinated Notes	206,200	206,200
Warrant liability	985,962	1,041,004
Liabilities held for disposition	74,795	592,122
Total liabilities	20,715,011	21,953,266
Redeemable noncontrolling interests:
Preferred	120,756	120,756
Common	103,039	111,608
Total redeemable noncontrolling interests	223,795	232,364
Commitments and Contingencies
Redeemable Preferred Stock: as of December 31, 2011 and December 31, 2010, $0.01 par value, 500,000 shares authorized, none issued and outstanding
Equity:
Common stock: as of December 31, 2011, $0.01 par value, 11,000,000,000 shares authorized and 935,307,487 shares issued and outstanding; as of December 31, 2010, $0.01 par value, 11,000,000,000 shares authorized and 941,880,014 shares issued and outstanding	9,353	9,419
Additional paid-in capital	10,405,318	10,681,586
Retained earnings (accumulated deficit)	(1,883,569)	(612,075)
Accumulated other comprehensive (loss) income	(47,773)	172
Total stockholders' equity	8,483,329	10,079,102
Noncontrolling interests in consolidated real estate affiliates	96,016	102,647
Total equity	8,579,345	10,181,749
Total liabilities and equity	$ 29,518,151	$ 32,367,379

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2011

COMMITMENTS AND CONTINGENCIES

Summary of contractual rental expenses

	Successor				Predecessor
	Year Ended December 31,		Period from November 10, 2010 through December 31,		Period from January 1, 2010 through November 9,		Year Ended December 31,
	2011		2010		2010		2009
	(In thousands)
Contractual rent expense, including participation rent	$	14,270	$	1,990	$	9,351	$	11,683
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent	8,411		1,179		4,725		6,236

Summary of contractual maturities of the entity's long-term commitments

	2012		2013		2014		2015		2016		Subsequent / Other		Total
	(In thousands)
Long-term debt-principal	$	1,555,148	$	1,388,883	$	2,735,139	$	2,038,427	$	3,424,025	$	6,001,392	$	17,143,014
Held for sale debt principal(1)	72,453		—		—		—		—		—		72,453
Retained debt-principal	37,745		1,277		1,363		1,440		1,521		87,272		130,618
Junior Subordinated Notes(2)	206,200		—		—		—		—		—		206,200
Ground lease payments	6,520		6,629		6,663		6,674		6,558		223,767		256,811
Tax indemnification liability	—		—		—		—		—		303,750		303,750
Uncertain tax position liability	—		—		—		—		—		6,847		6,847
Total	$	1,878,066	$	1,396,789	$	2,743,165	$	2,046,541	$	3,432,104	$	6,623,028	$	18,119,693

(1) Held for sale debt principal is included in liabilities held for disposition on the consolidated balance sheet.

(2) Although we do not expect the notes to be redeemed prior to maturity in 2041, the trust that owns the notes may exercise its right to redeem the notes prior to 2041.  As a result, the notes are included as amounts due in 2012.

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	0 Months Ended	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Nov. 10, 2010	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Distributions declared (in dollars per share)		$ 0.380	$ 0.599		$ 0.19
Conversion of operating partnership units to common stock (in shares)					43,408,053
Issuance of common stock (in shares)	643,780,488	154,886,000	22,256,121	4,923,287	69,309
Clawback of common stock pursuant to the Plan, shares (in shares)		179,276,244
Restricted stock grant, forfeitures and compensation expense (in shares)	1,725,000	1,315,593	341,895	87,059	372
Stock options exercised, common shares (in shares)		1,828,369	121,439
Purchase and cancellation of common shares (in shares)			35,833,357
Cash dividends reinvested (DRIP) in stock, shares			7,225,345
Issuance of subsidiary preferred shares (in shares)		360
Cash distributions declared (in dollars per share)		$ 0.038	$ 0.40
Stock distributions declared (in dollars per share)		$ 0.342
Issuance of stock warrants, common shares (in shares)	120,000,000

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES (Details 2) (USD $)	2 Months Ended	12 Months Ended	1 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Jun. 30, 2011 Arrowhead Towne Center and Superstition Springs Center location	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Dispositions (including the distribution to HHC) included in discontinued operations, including (loss) gain on disposition in consolidated statements of income and comprehensive income
Sale Price			$ 168,000,000
Debt balance on property			48,000,000
Revenue from sale of real estate property after assumption of debt			120,000,000
Number of big-box anchor locations received in exchange for sale			6
Sale price of properties sold or transferred to the lender	$ 108,914,000	$ 627,872,000	$ 75,000,000	$ 39,450,000	$ 6,416,000

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MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2011

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of Mortgages, notes and loans payable

	December 31,		December 31,
	2011		2010
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	13,091,080	$	13,687,452
Corporate and other unsecured term loans	1,704,290		1,728,625
Total fixed-rate debt	14,795,370		15,416,077
Variable-rate debt:
Collateralized mortgages, notes and loans payable	2,347,644		2,425,680
Total Mortgages, notes and loans payable	$	17,143,014	$	17,841,757
Variable-rate debt:
Junior Subordinated Notes	$	206,200	$	206,200

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) (USD $) In Thousands, unless otherwise specified	2 Months Ended	3 Months Ended				10 Months Ended	12 Months Ended		2 Months Ended	1 Months Ended	3 Months Ended			10 Months Ended	12 Months Ended	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Nov. 09, 2010	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Sep. 30, 2010 Predecessor	Jun. 30, 2010 Predecessor	Mar. 31, 2010 Predecessor	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor	Dec. 31, 2010 Unconsolidated Real Estate Affiliates	Dec. 31, 2011 Unconsolidated Real Estate Affiliates	Nov. 09, 2010 Unconsolidated Real Estate Affiliates Predecessor	Dec. 31, 2009 Unconsolidated Real Estate Affiliates Predecessor
Revenues:
Minimum rents	$ 232,592						$ 1,583,609							$ 1,373,945	$ 1,619,074	$ 101,266	$ 723,121	$ 585,791	$ 666,577
Tenant recoveries	99,376						723,257							625,197	742,791	41,610	297,530	245,102	300,844
Overage rents	17,903						61,803							31,757	43,580	6,502	26,736	9,103	13,172
Management and other fees	8,883						61,173							54,351	75,304	1,217	16,346	15,592	9,802
Other	14,496						75,755							56,193	70,423	8,491	52,721	21,414	28,631
Total revenues	373,250	657,985	624,179	603,020	620,414	2,362,955	2,505,597	2,829,964	373,250	276,299	622,830	616,642	625,672	2,141,443	2,551,172	159,086	1,116,454	877,002	1,019,026
Expenses:
Real estate taxes	32,694						230,876							196,779	226,753	11,971	98,738	73,830	91,537
Property maintenance costs	17,869						95,835							78,391	88,520	7,309	40,293	31,882	36,364
Marketing	10,814						34,021							21,651	28,550	5,215	17,791	10,894	14,543
Other property operating costs	58,821						395,770							337,125	400,951	23,052	162,572	130,621	160,777
Provision for doubtful accounts	50						5,621							13,294	22,901	(471)	6,826	5,287	10,781
Property management and other costs	29,801						188,022							137,108	170,093	7,576	46,935	40,409	51,369
General and administrative	22,247						30,866							24,392	94,493	2,491	29,062	36,034	11,637
Provisions for impairment							64,337							4,516	315,968			881	18,046
Depreciation and amortization	125,150						899,584							507,886	621,097	36,225	267,369	211,725	240,044
Total expenses	297,446						1,944,932							1,321,142	1,969,326	93,368	669,586	541,563	635,098
Operating income	75,804	122,832	135,698	143,821	158,314		560,665		75,804	107,492	233,818	236,348	242,641	820,301	581,846	65,718	446,868	335,439	383,928
Interest income	722						2,429							1,466	1,571	2,309	18,355	17,932	5,488
Interest expense	(128,841)						(892,099)							(1,182,999)	(1,210,937)	(47,725)	(350,716)	(271,476)	(293,852)
(Provision for) benefit from income taxes	8,992						(8,723)							60,962	(5,693)	(179)	(794)	66	(1,673)
Equity in income of unconsolidated joint ventures																9,526	54,207	43,479	61,730
Loss from continuing operations	(249,079)	(352,693)	260,250	(197,191)	9,846	(611,790)	(279,788)	(526,991)	(249,079)	(263,044)	(226,657)	(126,080)	(19,560)	(635,341)	(523,441)	29,649	167,920	125,440	155,621
Discontinued operations	(7,005)	(15,572)	(3,689)	(4,922)	(2,910)		(27,093)		(7,005)	(653,787)	(7,122)	8,508	75,334	(577,067)	(781,275)	219	165,323	50,757	(61,503)
Allocation to noncontrolling interests	1,868						(6,291)							26,650	20,027	111	(3,741)	964	(3,453)
Net loss attributable to common stockholders	(254,216)	(367,838)	252,049	(203,047)	5,664		(313,172)		(254,216)	(888,702)	(231,185)	(117,527)	51,656	(1,185,758)	(1,284,689)	29,979	329,502	177,161	90,665
Equity In (Loss) Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners	(254,216)	(367,838)	252,049	(203,047)	5,664		(313,172)		(254,216)	(888,702)	(231,185)	(117,527)	51,656	(1,185,758)	(1,284,689)	29,979	329,502	177,161	90,665
Joint venture partners' share of income																(17,878)	(181,213)	(67,845)	(26,320)
Amortization of capital or basis differences																(12,605)	(145,391)	(61,302)	(59,710)
Gain on Aliansce IPO																		9,718
Loss on Highland Mall conveyance																		(29,668)
Discontinued operations																		(6,207)	(28,208)
Equity in income of Unconsolidated Real Estate Affiliates	$ (504)						$ 2,898							$ 21,857	$ 32,843

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OTHER LIABILITIES

12 Months Ended

Dec. 31, 2011

OTHER LIABILITIES.

OTHER LIABILITIES

NOTE 15       OTHER LIABILITIES

The following table summarizes the significant components of accounts payable and accrued expenses.

	December 31,		December 31,
	2011		2010
	(In thousands)
Below-market tenant leases, net (Note 4)	$	634,802	$	932,311
Accrued interest	196,536		143,856
Accounts payable and accrued expenses	164,139		264,578
Accrued real estate taxes	77,722		75,137
Accrued payroll and other employee liabilities	77,231		176,810
Construction payable	69,291		85,724
Deferred gains/income	65,174		60,808
Tenant and other deposits	19,336		19,109
Insurance reserve liability	17,796		17,381
Conditional asset retirement obligation liability	16,596		16,637
Above-market office lessee leases, net	13,571		—
Capital lease obligations	12,774		12,998
Uncertain tax position liability	6,847		8,356
Other	73,923		79,866
Total accounts payable and accrued expenses	$	1,445,738	$	1,893,571

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2011

INCOME TAXES

Schedule of provision for (benefit from) income taxes

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Current	$	11,548		$	141		$	(6,449	)	$	(7,108	)
Deferred	(2,825		)	(9,133		)	(54,513		)	12,801
Total from Continuing Operations	8,723			(8,992		)	(60,692		)	5,693
Current	634			(2,676		)	(28,791		)	(8,335		)
Deferred	—			2,777			(443,379		)	(11,968		)
Total from Discontinued Operations	634			101			(472,170		)	(20,303		)
Total	$	9,357		$	(8,891	)	$	(533,132	)	$	(14,610	)

Schedule of total provision for (benefit from) income taxes computed for continuing and discontinued operations by applying the Federal corporate tax rate

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Tax at statutory rate on earnings from continuing operations before income taxes	$	(109,050	)	$	(90,011	)	$	(225,959	)	$	(175,138	)
Increase (decrease) in valuation allowances, net		(497	)		1,491			(24,608	)		22,479
State income taxes, net of Federal income tax benefit		5,488			576			2,956			3,045
Tax at statutory rate on REIT earnings not subject to Federal income taxes		111,748			90,832			228,399			155,450
Tax expense (benefit) from change in tax rates, prior period adjustments and other permanent differences		3,076			95			1,792			954
Tax expense (benefit) from discontinued operations		101			18			(472,676	)		(21,180	)
Uncertain tax position expense, excluding interest		(1,185	)		(8,856	)		(34,560	)		866
Uncertain tax position interest, net of federal income tax benefit and other		(324	)		(3,036	)		(8,476	)		(1,086	)
Provision for (benefit from) income taxes	$	9,357			(8,891	)		(533,132	)		(14,610	)

Schedule of the amounts and expiration dates of operating loss, capital loss and tax credit carryforwards for tax purposes

	Amount		Expiration Dates
	(In thousands)
Net operating loss carryforwards—State	$	25,944		2012 - 2031
Capital loss carryforwards		6,638		2015

Summary of net deferred tax assets (liabilities)

	2011			2010
	(In thousands)
Total deferred tax assets	$	21,574		$	27,998
Valuation allowance		(16,996	)		(17,493	)
Net deferred tax assets		4,578			10,505
Total deferred tax liabilities		(29,220	)		(36,463	)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

Schedule of tax effects of temporary differences and carryforwards included in net deferred tax liabilities

	2011			2010
	(In thousands)
Operating loss and tax credit carryforwards	$	5,489		$	16,074
REIT deferred state tax liability		—			(9,653	)
Other TRS Property, primarily differences in basis of assets and liabilities		(13,135	)		(14,886	)
Valuation allowance		(16,996	)		(17,493	)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

Schedule of reconciliation of Unrecognized Tax Benefits

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Unrecognized tax benefits, opening balance	$	7,235		$	16,090		$	103,975		$	112,915
Gross increases-tax positions in prior period		—			—			3,671			41
Gross increases-tax positions in current period		1,907			—			69,216			6,969
Gross decreases-tax positions in prior period		—			—			—			(15,950	)
Lapse of statute of limitations		(944	)		(8,855	)		(35,117	)		—
Gross decreases-other		(2,145	)		—			(125,291	)		—
Gross decreases-tax positions in current period		—			—			(364	)		—
Unrecognized tax benefits, ending balance	$	6,053		$	7,235		$	16,090		$	103,975

Schedule of distributions paid on common stock

	Successor				Predecessor
	Year Ended December 31, 2011		Period from November 10 through December 31, 2010		Year Ended December 31, 2009
	(In thousands)
Oridinary income	$	0.303	$	—	$	0.103
Return of capital		—		—		—
Qualified dividends		—		0.244		—
Capital gain distributions		0.296		0.136		0.087
Distributions per share	$	0.599	$	0.380	$	0.190

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LITIGATION

12 Months Ended

Dec. 31, 2011

LITIGATION

LITIGATION

NOTE 17 LITIGATION

        In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Default Interest

        Pursuant to the Plan, the Company cured and reinstated that certain note (the "Homart Note") in the original principal amount of $254.0 million between GGP Limited Partnership and The Comptroller of the State of New York as Trustee of the Common Retirement Fund ("CRF") by payment in cash of accrued interest at the contractual non-default rate. CRF, however, contended that the Company's bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010. On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million. As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. However, the Company has appealed the Bankruptcy Court's order and has reserved its right to recover the payment of default interest.

        Pursuant to the Plan, the Company agreed to pay to the holders of claims (the "2006 Lenders") under a revolving and term loan facility (the "2006 Credit Facility") the principal amount of their claims outstanding of approximately $2.58 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate. In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders, and in August 2011, the Company appealed the order. As a result of the ruling, the Company recorded additional default interest of $49.5 million in the year ended December 31, 2011 and has accrued $91.5 million as of December 31, 2011. The Company accrued $42.0 million of default interest as of December 31, 2010 based upon its assessment of default interest amounts that would be paid under the 2006 Credit Facility. We will continue to evaluate the appropriateness of our accrual during the appeal process.

Tax Indemnification Liability

        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.

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INCOME TAXES (Details 2) (USD $) In Thousands, unless otherwise specified	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Provision for (benefit from) income taxes from continuing operations
Current	$ 141	$ 11,548	$ (6,449)	$ (7,108)
Deferred	(9,133)	(2,825)	(54,513)	12,801
Total from Continuing Operations	(8,992)	8,723	(60,962)	5,693
Provision for (benefit from) income taxes from discontinued operations
Current	(2,676)	634	(28,791)	(8,335)
Deferred	2,777		(443,379)	(11,968)
Total from Discontinued Operations	101	634	(472,170)	(20,303)
Total	(8,891)	9,357	(533,132)	(14,610)
Total provision for (benefit from) income taxes computed for continuing and discontinued operations by applying the Federal corporate tax rate
Tax at statutory rate on earnings from continuing operations before income taxes	(90,011)	(109,050)	(225,959)	(175,138)
Increase (decrease) in valuation allowances, net	1,491	(497)	(24,608)	22,479
State income taxes, net of Federal income tax benefit	576	5,488	2,956	3,045
Tax at statutory rate on REIT earnings not subject to Federal income taxes	90,832	111,748	228,399	155,450
Tax expense (benefit) from change in tax rates, prior period adjustments and other permanent differences	95	3,076	1,792	954
Tax expense (benefit) from discontinued operations	18	101	(472,676)	(21,180)
Uncertain tax position expense, excluding interest	(8,856)	(1,185)	(34,560)	866
Uncertain tax position interest, net of federal income tax benefit and other	(3,036)	(324)	(8,476)	(1,086)
Total	$ (8,891)	$ 9,357	$ (533,132)	$ (14,610)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Cash Flows from Operating Activities:
Net loss	$ (256,084)	$ (306,881)	$ (1,212,408)	$ (1,304,716)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Equity in (income) loss of Unconsolidated Real Estate Affiliates	504	(2,898)	(28,064)	(49,350)
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates			20,200	44,511
Provision for doubtful accounts	480	7,944	19,472	30,331
Distributions received from Unconsolidated Real Estate Affiliates	4,745	18,226	52,150	37,403
Depreciation	137,820	942,400	565,330	707,183
Amortization	4,454	43,286	38,323	47,978
Amortization/write-off of deferred finance costs		2,705	27,885	34,621
(Accretion) amortization/write-off of debt market rate adjustments	(2,898)	(60,093)	80,733
Amortization of intangibles other than in-place leases	15,977	144,239	3,977	833
Straight-line rent amortization	(3,204)	(89,728)	(31,101)	(26,582)
Deferred income taxes including tax restructuring benefit	(6,357)	(3,148)	(497,890)	833
Non-cash interest expense on Exchangeable Senior Notes			21,618	27,388
Non-cash interest expense resulting from termination of interest rate swaps			9,635	(9,635)
Non-cash interest income related to properties held for sale			(33,417)
(Gain) loss on dispositions	4,976	(4,332)	(6,684)	966
Provisions for impairment		68,382	35,893	1,223,810
Loss on HHC distribution			1,117,961
Payments pursuant to Contingent Stock Agreement	(220,000)		(10,000)	(4,947)
Land/residential development and acquisitions expenditures			(66,873)	(78,240)
Cost of land and condominium sales			74,302	22,019
Revenue recognition of deferred land and condominium sales			(36,443)
Warrant liability adjustment	205,252	(55,042)
Reorganization items - finance costs related to emerged entities/DIP Facility			180,790	69,802
Non-cash reorganization items			12,503	(266,916)
Glendale Matter deposit				67,054
Net changes:
Accounts and notes receivable	14,751	(30,239)	79,636	(22,601)
Prepaid expenses and other assets	26,963	13,741	(113,734)	(11,123)
Deferred expenses	(6,282)	(67,719)	(16,517)	(34,064)
Decrease (increase) in restricted cash	(78,489)	17,407	(76,513)
Accounts payable and accrued expenses	(203,084)	(135,448)	(137,618)	355,025
Other, net	1,869		(32,128)	9,683
Net cash provided by (used in) operating activities	(358,607)	502,802	41,018	871,266
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements	(54,083)	(253,276)	(223,373)	(252,844)
Proceeds from sales of investment properties	108,914	627,872	39,450	6,416
Proceeds from sales of investment in Unconsolidated Real Estate Affiliates		74,906	94
Contributions to Unconsolidated Real Estate Affiliates	(6,496)	(92,101)	(51,448)	(154,327)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income	19,978	131,290	160,624	74,330
Loans to Unconsolidated Real Estate Affiliates, net				(9,666)
(Increase) decrease in restricted cash	(4,943)	(2,975)	(10,363)	6,260
Distributions of HHC			(3,565)
Other, net		(293)	(579)	(4,723)
Net cash provided by (used in) investing activities	63,370	485,423	(89,160)	(334,554)
Cash Flows from Financing Activities:
Proceeds from refinance/issuance of the DIP facility				400,000
Proceeds from (repayment of) Pershing Note (Note 2)	(350,000)		350,000
Clawback of common stock pursuant to the Plan (Note 2)	(1,798,857)
Principal payments on mortgages, notes and loans payable pursuant to the Plan			(2,258,984)
Proceeds from refinance/issuance of mortgages, notes and loans payable		2,145,848	431,386
Principal payments on mortgages, notes and loans payable	(226,319)	(2,797,540)	(758,182)	(379,559)
Deferred finance costs		(19,541)		(2,614)
Finance costs related to the Plan			(180,790)	(69,802)
Cash distributions paid to common stockholders		(319,799)	(5,957)
Cash dividends reinvested (DRIP) in common stock		115,363
Cash distributions paid to holders of common units		(6,802)		(1,327)
Cash dividends paid to holders of perpetual and convertible preferred units			(16,199)
Purchase and cancellation of common shares		(553,510)
Proceeds from issuance of common stock and warrants, including from common stock plans	2,147,037		3,371,769	43
Other, net	7,088	(683)	(1,698)	1,950
Net cash (used in) provided by financing activities	(221,051)	(1,436,664)	931,345	(51,309)
Net change in cash and cash equivalents	(516,288)	(448,439)	883,203	485,403
Cash and cash equivalents at beginning of period	1,537,599	1,021,311	654,396	168,993
Cash and cash equivalents at end of period	1,021,311	572,872	1,537,599	654,396
Supplemental Disclosure of Cash Flow Information:
Interest paid	93,987	903,758	1,409,681	1,061,512
Interest capitalized	208	1,914	2,627	53,641
Income taxes paid	179	9,422	5,247	19,826
Reorganization items paid	154,668	128,070	317,774	120,726
Third party property and cash exchange		44,672
Non-Cash Transactions:
Change in accrued capital expenditures included in accounts payable and accrued expenses	5,928	(13,810)	(73,618)	(86,367)
Common stock issued in exchange for Operating Partnership Units			3,224	324,489
Change in deferred contingent property acquisition liabilities			161,622	(174,229)
Deferred finance costs payable in conjunction with the DIP facility				19,000
Mortgage debt market rate adjustments related to Emerged Debtors prior to the Effective Date			323,318	342,165
Recognition of note payable in conjunction with land held for development and sale				6,520
Gain on Aliansce IPO			9,652
Debt payoffs via deeds in-lieu		161,524	97,539
Non-Cash Stock Transactions related to the Plan
Stock issued for paydown of the DIP facility			400,000
Stock issued for debt paydown pursuant to the Plan			2,638,521
Stock issued for reorganization costs pursuant to the Plan			960
Rouse Properties, Inc. Dividend:
Non-cash dividend for RPI Spin-Off		426,650
Non-Cash Distribution of HHC Spin-Off:
Assets			3,618,819
Liabilities and equity			(3,622,384)
Decrease in assets and liabilities resulting from the contribution of two wholly-owned malls into two newly-formed unconsolidated joint ventures
Assets		(349,942)
Liabilities		(234,962)
Non-cash changes related to acquisition accounting:
Land			1,726,166
Buildings and equipment			(1,605,345)
Less accumulated depreciation			4,839,700
Investment in and loans to/from Unconsolidated Real Estate Affiliates			1,577,408
Deferred expenses, net			(258,301)
Mortgages, notes and loans payable			(421,762)
Equity			$ (6,421,548)

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEETS
Redeemable Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Preferred Stock, shares authorized	500,000	500,000
Redeemable Preferred Stock, shares issued	0	0
Redeemable Preferred Stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	11,000,000,000	11,000,000,000
Common stock, shares issued	935,307,487	941,880,014
Common stock, shares outstanding	935,307,487	941,880,014

XML

RENTALS UNDER OPERATING LEASES

12 Months Ended

Dec. 31, 2011

RENTALS UNDER OPERATING LEASES

RENTALS UNDER OPERATING LEASES

NOTE 10 RENTALS UNDER OPERATING LEASES

        We receive rental income from the leasing of retail and other space under operating leases. The minimum future rentals (excluding operating leases at properties held for disposition as of December 31, 2011 and properties part of the RPI Spin-Off—(Note 19) based on operating leases of our Consolidated Properties as of December 31, 2011 are as follows:

Year	Amount
	(In thousands)
2012	$	1,337,195
2013		1,267,646
2014		1,143,619
2015		1,003,459
2016		860,472
Subsequent		2,675,265
	$	8,287,656

        Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above and below-market tenant leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers, and consequently, our credit risk is concentrated in the retail industry.

XML

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y
Retail and Other
Acquisition Accounting Cost
Encumbrances	17,335,706
Land	4,793,855
Buildings and Improvements	20,445,462
Costs Capitalized Subsequent to Acquisition
Land	(162,335)
Buildings and Improvements	(519,644)
Gross Amounts at Which Carried at Close of Period
Land	4,631,520
Buildings and Improvements	19,925,818
Total	24,557,338
Accumulated Depreciation	973,027
Ala Moana Center
Acquisition Accounting Cost
Encumbrances	1,322,146
Land	571,836
Buildings and Improvements	1,738,740
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,892
Gross Amounts at Which Carried at Close of Period
Land	571,836
Buildings and Improvements	1,740,632
Total	2,312,468
Accumulated Depreciation	67,252
Ala Moana Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Ala Moana Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Ala Moana Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Anaheim Crossing
Acquisition Accounting Cost
Buildings and Improvements	4,464
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(4,464)
Anaheim Crossing | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Anaheim Crossing | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Anaheim Crossing | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Animas Valley Mall
Acquisition Accounting Cost
Encumbrances	43,451
Land	6,509
Buildings and Improvements	32,270
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	858
Gross Amounts at Which Carried at Close of Period
Land	6,509
Buildings and Improvements	33,128
Total	39,637
Accumulated Depreciation	2,745
Animas Valley Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Animas Valley Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Animas Valley Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Apache Mall
Acquisition Accounting Cost
Land	17,738
Buildings and Improvements	116,663
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	986
Gross Amounts at Which Carried at Close of Period
Land	17,738
Buildings and Improvements	117,649
Total	135,387
Accumulated Depreciation	5,701
Apache Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Apache Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Apache Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Arizona Center
Acquisition Accounting Cost
Land	4,095
Buildings and Improvements	168,099
Costs Capitalized Subsequent to Acquisition
Land	(4,095)
Buildings and Improvements	(168,099)
Arizona Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Arizona Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Arizona Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Augusta Mall
Acquisition Accounting Cost
Encumbrances	159,401
Land	25,450
Buildings and Improvements	137,376
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	3,394
Gross Amounts at Which Carried at Close of Period
Land	25,450
Buildings and Improvements	140,770
Total	166,220
Accumulated Depreciation	8,333
Augusta Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Augusta Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Augusta Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Austin Bluffs Plaza
Acquisition Accounting Cost
Encumbrances	1,983
Land	1,425
Buildings and Improvements	1,075
Gross Amounts at Which Carried at Close of Period
Land	1,425
Buildings and Improvements	1,075
Total	2,500
Accumulated Depreciation	40
Austin Bluffs Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Austin Bluffs Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Austin Bluffs Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Bailey Hills Village
Acquisition Accounting Cost
Land	422
Buildings and Improvements	347
Costs Capitalized Subsequent to Acquisition
Land	(422)
Buildings and Improvements	(347)
Bailey Hills Village | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Bailey Hills Village | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Bailey Hills Village | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Baskin Robbins
Acquisition Accounting Cost
Land	333
Buildings and Improvements	19
Gross Amounts at Which Carried at Close of Period
Land	333
Buildings and Improvements	19
Total	352
Accumulated Depreciation	5
Baskin Robbins | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Baskin Robbins | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Baskin Robbins | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Baybrook Mall
Acquisition Accounting Cost
Encumbrances	179,951
Land	76,527
Buildings and Improvements	288,241
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(2,215)
Gross Amounts at Which Carried at Close of Period
Land	76,527
Buildings and Improvements	286,026
Total	362,553
Accumulated Depreciation	12,367
Baybrook Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Baybrook Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Baybrook Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Bayshore Mall
Acquisition Accounting Cost
Encumbrances	30,436
Land	4,770
Buildings and Improvements	33,305
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(327)
Gross Amounts at Which Carried at Close of Period
Land	4,770
Buildings and Improvements	32,978
Total	37,748
Accumulated Depreciation	2,005
Bayshore Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Bayshore Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Bayshore Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Bayside Marketplace
Acquisition Accounting Cost
Encumbrances	83,953
Buildings and Improvements	198,396
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,105
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	199,501
Total	199,501
Accumulated Depreciation	13,491
Bayside Marketplace | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Bayside Marketplace | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Bayside Marketplace | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Beachwood Place
Acquisition Accounting Cost
Encumbrances	227,749
Land	59,156
Buildings and Improvements	196,205
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,256
Gross Amounts at Which Carried at Close of Period
Land	59,156
Buildings and Improvements	197,461
Total	256,617
Accumulated Depreciation	7,602
Beachwood Place | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Beachwood Place | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Beachwood Place | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Bellis Fair
Acquisition Accounting Cost
Encumbrances	93,882
Land	14,122
Buildings and Improvements	102,033
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	704
Gross Amounts at Which Carried at Close of Period
Land	14,122
Buildings and Improvements	102,737
Total	116,859
Accumulated Depreciation	4,956
Bellis Fair | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Bellis Fair | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Bellis Fair | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Birchwood Mall
Acquisition Accounting Cost
Encumbrances	46,924
Land	8,316
Buildings and Improvements	44,884
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	68
Gross Amounts at Which Carried at Close of Period
Land	8,316
Buildings and Improvements	44,952
Total	53,268
Accumulated Depreciation	2,577
Birchwood Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Birchwood Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Birchwood Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Boise Plaza
Acquisition Accounting Cost
Land	3,996
Buildings and Improvements	645
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(42)
Gross Amounts at Which Carried at Close of Period
Land	3,996
Buildings and Improvements	603
Total	4,599
Accumulated Depreciation	73
Boise Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Boise Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Boise Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Boise Towne Plaza
Acquisition Accounting Cost
Encumbrances	9,694
Land	6,457
Buildings and Improvements	3,195
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	10
Gross Amounts at Which Carried at Close of Period
Land	6,457
Buildings and Improvements	3,205
Total	9,662
Accumulated Depreciation	446
Boise Towne Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Boise Towne Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Boise Towne Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Boise Towne Square
Acquisition Accounting Cost
Encumbrances	139,650
Land	37,724
Buildings and Improvements	159,923
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	213
Gross Amounts at Which Carried at Close of Period
Land	37,724
Buildings and Improvements	160,136
Total	197,860
Accumulated Depreciation	7,055
Boise Towne Square | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Boise Towne Square | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Boise Towne Square | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Brass Mill Center
Acquisition Accounting Cost
Encumbrances	89,053
Land	21,959
Buildings and Improvements	79,574
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	504
Gross Amounts at Which Carried at Close of Period
Land	21,959
Buildings and Improvements	80,078
Total	102,037
Accumulated Depreciation	4,415
Brass Mill Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Brass Mill Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Brass Mill Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Brass Mill Commons
Acquisition Accounting Cost
Encumbrances	19,046
Land	9,538
Buildings and Improvements	19,533
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(133)
Gross Amounts at Which Carried at Close of Period
Land	9,538
Buildings and Improvements	19,400
Total	28,938
Accumulated Depreciation	1,100
Brass Mill Commons | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Brass Mill Commons | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Brass Mill Commons | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Burlington Town Center
Acquisition Accounting Cost
Encumbrances	24,066
Land	3,703
Buildings and Improvements	22,576
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(615)
Gross Amounts at Which Carried at Close of Period
Land	3,703
Buildings and Improvements	21,961
Total	25,664
Accumulated Depreciation	2,449
Burlington Town Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Burlington Town Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Burlington Town Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Cache Valley Mall
Acquisition Accounting Cost
Encumbrances	28,623
Land	2,890
Buildings and Improvements	19,402
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(48)
Gross Amounts at Which Carried at Close of Period
Land	2,890
Buildings and Improvements	19,354
Total	22,244
Accumulated Depreciation	1,115
Cache Valley Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Cache Valley Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Cache Valley Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Cache Valley Marketplace
Acquisition Accounting Cost
Land	1,072
Buildings and Improvements	7,440
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	13
Gross Amounts at Which Carried at Close of Period
Land	1,072
Buildings and Improvements	7,453
Total	8,525
Accumulated Depreciation	503
Cache Valley Marketplace | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Cache Valley Marketplace | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Cache Valley Marketplace | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Canyon Point Village Center
Acquisition Accounting Cost
Land	11,439
Buildings and Improvements	9,388
Costs Capitalized Subsequent to Acquisition
Land	(11,439)
Buildings and Improvements	(9,388)
Canyon Point Village Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Canyon Point Village Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Canyon Point Village Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Capital Mall
Acquisition Accounting Cost
Land	1,114
Buildings and Improvements	7,731
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(45)
Gross Amounts at Which Carried at Close of Period
Land	1,114
Buildings and Improvements	7,686
Total	8,800
Accumulated Depreciation	899
Capital Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Capital Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Capital Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Chula Vista Center
Acquisition Accounting Cost
Land	13,214
Buildings and Improvements	67,743
Costs Capitalized Subsequent to Acquisition
Land	1,149
Buildings and Improvements	10,134
Gross Amounts at Which Carried at Close of Period
Land	14,363
Buildings and Improvements	77,877
Total	92,240
Accumulated Depreciation	4,052
Chula Vista Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Chula Vista Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Chula Vista Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Coastland Center
Acquisition Accounting Cost
Encumbrances	120,694
Land	24,470
Buildings and Improvements	166,038
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	343
Gross Amounts at Which Carried at Close of Period
Land	24,470
Buildings and Improvements	166,381
Total	190,851
Accumulated Depreciation	7,605
Coastland Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Coastland Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Coastland Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Collin Creek
Acquisition Accounting Cost
Encumbrances	63,742
Land	14,747
Buildings and Improvements	48,094
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	426
Gross Amounts at Which Carried at Close of Period
Land	14,747
Buildings and Improvements	48,520
Total	63,267
Accumulated Depreciation	2,997
Collin Creek | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Collin Creek | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Collin Creek | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Colony Square Mall
Acquisition Accounting Cost
Encumbrances	28,212
Land	4,253
Buildings and Improvements	29,573
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	546
Gross Amounts at Which Carried at Close of Period
Land	4,253
Buildings and Improvements	30,119
Total	34,372
Accumulated Depreciation	2,150
Colony Square Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Colony Square Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Colony Square Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Columbia Mall
Acquisition Accounting Cost
Encumbrances	89,355
Land	7,943
Buildings and Improvements	107,969
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	8
Gross Amounts at Which Carried at Close of Period
Land	7,943
Buildings and Improvements	107,977
Total	115,920
Accumulated Depreciation	6,343
Columbia Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Columbia Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Columbia Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Columbiana Centre
Acquisition Accounting Cost
Encumbrances	103,800
Land	22,178
Buildings and Improvements	125,061
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	17
Gross Amounts at Which Carried at Close of Period
Land	22,178
Buildings and Improvements	125,078
Total	147,256
Accumulated Depreciation	7,791
Columbiana Centre | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Columbiana Centre | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Columbiana Centre | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Coral Ridge Mall
Acquisition Accounting Cost
Encumbrances	91,278
Land	20,178
Buildings and Improvements	134,515
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	171
Gross Amounts at Which Carried at Close of Period
Land	20,178
Buildings and Improvements	134,686
Total	154,864
Accumulated Depreciation	6,657
Coral Ridge Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Coral Ridge Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Coral Ridge Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Coronado Center
Acquisition Accounting Cost
Encumbrances	153,690
Land	28,312
Buildings and Improvements	153,526
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,163
Gross Amounts at Which Carried at Close of Period
Land	28,312
Buildings and Improvements	154,689
Total	183,001
Accumulated Depreciation	8,322
Coronado Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Coronado Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Coronado Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Crossroads Center
Acquisition Accounting Cost
Encumbrances	78,493
Land	15,499
Buildings and Improvements	103,077
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,480
Gross Amounts at Which Carried at Close of Period
Land	15,499
Buildings and Improvements	104,557
Total	120,056
Accumulated Depreciation	5,855
Crossroads Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Crossroads Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Crossroads Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Cumberland Mall
Acquisition Accounting Cost
Encumbrances	105,594
Land	36,913
Buildings and Improvements	138,795
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,545
Gross Amounts at Which Carried at Close of Period
Land	36,913
Buildings and Improvements	140,340
Total	177,253
Accumulated Depreciation	7,703
Cumberland Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Cumberland Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Cumberland Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Deerbrook Mall
Acquisition Accounting Cost
Encumbrances	152,656
Land	36,761
Buildings and Improvements	133,448
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(295)
Gross Amounts at Which Carried at Close of Period
Land	36,761
Buildings and Improvements	133,153
Total	169,914
Accumulated Depreciation	6,485
Deerbrook Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Deerbrook Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Deerbrook Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Eastridge Mall, Casper, WY
Acquisition Accounting Cost
Encumbrances	34,310
Land	5,484
Buildings and Improvements	36,756
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	91
Gross Amounts at Which Carried at Close of Period
Land	5,484
Buildings and Improvements	36,847
Total	42,331
Accumulated Depreciation	2,299
Eastridge Mall, Casper, WY | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Eastridge Mall, Casper, WY | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Eastridge Mall, Casper, WY | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Eastridge Mall, San Jose, CA
Acquisition Accounting Cost
Encumbrances	153,167
Land	30,368
Buildings and Improvements	135,317
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	603
Gross Amounts at Which Carried at Close of Period
Land	30,368
Buildings and Improvements	135,920
Total	166,288
Accumulated Depreciation	6,147
Eastridge Mall, San Jose, CA | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Eastridge Mall, San Jose, CA | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Eastridge Mall, San Jose, CA | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Eden Prairie Center
Acquisition Accounting Cost
Encumbrances	73,308
Land	24,985
Buildings and Improvements	74,733
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	83
Gross Amounts at Which Carried at Close of Period
Land	24,985
Buildings and Improvements	74,816
Total	99,801
Accumulated Depreciation	5,902
Eden Prairie Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Eden Prairie Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Eden Prairie Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fallbrook Center
Acquisition Accounting Cost
Encumbrances	81,771
Land	18,479
Buildings and Improvements	62,432
Costs Capitalized Subsequent to Acquisition
Land	1,543
Buildings and Improvements	4,364
Gross Amounts at Which Carried at Close of Period
Land	20,022
Buildings and Improvements	66,796
Total	86,818
Accumulated Depreciation	3,622
Fallbrook Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fallbrook Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fallbrook Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Faneuil Hall Marketplace
Acquisition Accounting Cost
Buildings and Improvements	91,817
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(91,817)
Faneuil Hall Marketplace | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Faneuil Hall Marketplace | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Faneuil Hall Marketplace | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fashion Place
Acquisition Accounting Cost
Encumbrances	138,206
Land	24,068
Buildings and Improvements	232,456
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	22,215
Gross Amounts at Which Carried at Close of Period
Land	24,068
Buildings and Improvements	254,671
Total	278,739
Accumulated Depreciation	10,402
Fashion Place | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fashion Place | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fashion Place | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fashion Show
Acquisition Accounting Cost
Encumbrances	629,870
Land	564,310
Buildings and Improvements	627,327
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	29,169
Gross Amounts at Which Carried at Close of Period
Land	564,310
Buildings and Improvements	656,496
Total	1,220,806
Accumulated Depreciation	33,441
Fashion Show | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fashion Show | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fashion Show | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Foothills Mall
Acquisition Accounting Cost
Encumbrances	38,682
Land	16,137
Buildings and Improvements	22,259
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,342
Gross Amounts at Which Carried at Close of Period
Land	16,137
Buildings and Improvements	23,601
Total	39,738
Accumulated Depreciation	2,293
Foothills Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Foothills Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Foothills Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fort Union
Acquisition Accounting Cost
Encumbrances	2,386
Buildings and Improvements	2,104
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(375)
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	1,729
Total	1,729
Accumulated Depreciation	58
Fort Union | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fort Union | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fort Union | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Four Seasons Town Centre
Acquisition Accounting Cost
Encumbrances	93,570
Land	17,259
Buildings and Improvements	126,570
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	736
Gross Amounts at Which Carried at Close of Period
Land	17,259
Buildings and Improvements	127,306
Total	144,565
Accumulated Depreciation	5,908
Four Seasons Town Centre | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Four Seasons Town Centre | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Four Seasons Town Centre | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fox River Mall
Acquisition Accounting Cost
Encumbrances	185,835
Land	42,259
Buildings and Improvements	217,932
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,029
Gross Amounts at Which Carried at Close of Period
Land	42,259
Buildings and Improvements	218,961
Total	261,220
Accumulated Depreciation	8,857
Fox River Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fox River Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fox River Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Fremont Plaza
Acquisition Accounting Cost
Buildings and Improvements	1,723
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(17)
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	1,706
Total	1,706
Accumulated Depreciation	202
Fremont Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Fremont Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Fremont Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Gateway Crossing Shopping Center
Acquisition Accounting Cost
Land	9,701
Buildings and Improvements	13,957
Costs Capitalized Subsequent to Acquisition
Land	(9,701)
Buildings and Improvements	(13,957)
Gateway Crossing Shopping Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Gateway Crossing Shopping Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Gateway Crossing Shopping Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Gateway Mall
Acquisition Accounting Cost
Land	7,097
Buildings and Improvements	36,573
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,574
Gross Amounts at Which Carried at Close of Period
Land	7,097
Buildings and Improvements	39,147
Total	46,244
Accumulated Depreciation	2,457
Gateway Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Gateway Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Gateway Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Glenbrook Square
Acquisition Accounting Cost
Encumbrances	158,095
Land	30,965
Buildings and Improvements	147,002
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(447)
Gross Amounts at Which Carried at Close of Period
Land	30,965
Buildings and Improvements	146,555
Total	177,520
Accumulated Depreciation	6,880
Glenbrook Square | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Glenbrook Square | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Glenbrook Square | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Governor's Square
Acquisition Accounting Cost
Encumbrances	75,465
Land	18,289
Buildings and Improvements	123,088
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	733
Gross Amounts at Which Carried at Close of Period
Land	18,289
Buildings and Improvements	123,821
Total	142,110
Accumulated Depreciation	8,209
Governor's Square | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Governor's Square | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Governor's Square | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Grand Teton Mall
Acquisition Accounting Cost
Encumbrances	50,733
Land	7,836
Buildings and Improvements	52,616
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	394
Gross Amounts at Which Carried at Close of Period
Land	7,836
Buildings and Improvements	53,010
Total	60,846
Accumulated Depreciation	2,817
Grand Teton Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Grand Teton Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Grand Teton Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Grand Teton Plaza
Acquisition Accounting Cost
Land	5,230
Buildings and Improvements	7,042
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	577
Gross Amounts at Which Carried at Close of Period
Land	5,230
Buildings and Improvements	7,619
Total	12,849
Accumulated Depreciation	441
Grand Teton Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Grand Teton Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Grand Teton Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Greenwood Mall
Acquisition Accounting Cost
Land	12,459
Buildings and Improvements	85,370
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,912
Gross Amounts at Which Carried at Close of Period
Land	12,459
Buildings and Improvements	87,282
Total	99,741
Accumulated Depreciation	4,494
Greenwood Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Greenwood Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Greenwood Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Harborplace
Acquisition Accounting Cost
Encumbrances	50,198
Buildings and Improvements	82,834
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	835
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	83,669
Total	83,669
Accumulated Depreciation	3,627
Harborplace | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Harborplace | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Harborplace | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Hulen Mall
Acquisition Accounting Cost
Encumbrances	103,599
Land	8,665
Buildings and Improvements	112,252
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	9,409
Gross Amounts at Which Carried at Close of Period
Land	8,665
Buildings and Improvements	121,661
Total	130,326
Accumulated Depreciation	5,579
Hulen Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Hulen Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Hulen Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Jordan Creek Town Center
Acquisition Accounting Cost
Encumbrances	173,545
Land	54,663
Buildings and Improvements	262,608
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,643
Gross Amounts at Which Carried at Close of Period
Land	54,663
Buildings and Improvements	264,251
Total	318,914
Accumulated Depreciation	11,394
Jordan Creek Town Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Jordan Creek Town Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Jordan Creek Town Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Knollwood Mall
Acquisition Accounting Cost
Encumbrances	36,132
Land	6,127
Buildings and Improvements	32,905
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	119
Gross Amounts at Which Carried at Close of Period
Land	6,127
Buildings and Improvements	33,024
Total	39,151
Accumulated Depreciation	1,987
Knollwood Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Knollwood Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Knollwood Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Lakeland Square
Acquisition Accounting Cost
Encumbrances	51,357
Land	10,938
Buildings and Improvements	56,867
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	614
Gross Amounts at Which Carried at Close of Period
Land	10,938
Buildings and Improvements	57,481
Total	68,419
Accumulated Depreciation	3,226
Lakeland Square | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Lakeland Square | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Lakeland Square | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Lakeside Mall
Acquisition Accounting Cost
Encumbrances	155,040
Land	36,993
Buildings and Improvements	130,460
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,275
Gross Amounts at Which Carried at Close of Period
Land	36,993
Buildings and Improvements	131,735
Total	168,728
Accumulated Depreciation	6,039
Lakeside Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Lakeside Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Lakeside Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Lansing Mall
Acquisition Accounting Cost
Encumbrances	22,129
Land	9,615
Buildings and Improvements	49,220
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	279
Gross Amounts at Which Carried at Close of Period
Land	9,615
Buildings and Improvements	49,499
Total	59,114
Accumulated Depreciation	2,980
Lansing Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Lansing Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Lansing Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Lincolnshire Commons
Acquisition Accounting Cost
Encumbrances	27,423
Land	8,806
Buildings and Improvements	26,848
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(10)
Gross Amounts at Which Carried at Close of Period
Land	8,806
Buildings and Improvements	26,838
Total	35,644
Accumulated Depreciation	1,327
Lincolnshire Commons | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Lincolnshire Commons | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Lincolnshire Commons | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Lynnhaven Mall
Acquisition Accounting Cost
Encumbrances	218,241
Land	54,628
Buildings and Improvements	219,013
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(1,478)
Gross Amounts at Which Carried at Close of Period
Land	54,628
Buildings and Improvements	217,535
Total	272,163
Accumulated Depreciation	10,117
Lynnhaven Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Lynnhaven Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Lynnhaven Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mall At Sierra Vista
Acquisition Accounting Cost
Encumbrances	23,335
Land	7,078
Buildings and Improvements	36,441
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2
Gross Amounts at Which Carried at Close of Period
Land	7,078
Buildings and Improvements	36,443
Total	43,521
Accumulated Depreciation	1,764
Mall At Sierra Vista | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mall At Sierra Vista | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mall At Sierra Vista | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mall of Louisiana
Acquisition Accounting Cost
Encumbrances	234,883
Land	88,742
Buildings and Improvements	319,097
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	43
Gross Amounts at Which Carried at Close of Period
Land	88,742
Buildings and Improvements	319,140
Total	407,882
Accumulated Depreciation	11,941
Mall of Louisiana | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mall of Louisiana | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mall of Louisiana | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mall of The Bluffs
Acquisition Accounting Cost
Encumbrances	25,909
Land	3,839
Buildings and Improvements	12,007
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(205)
Gross Amounts at Which Carried at Close of Period
Land	3,839
Buildings and Improvements	11,802
Total	15,641
Accumulated Depreciation	972
Mall of The Bluffs | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mall of The Bluffs | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mall of The Bluffs | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mall St. Matthews
Acquisition Accounting Cost
Encumbrances	135,695
Land	42,014
Buildings and Improvements	155,809
Costs Capitalized Subsequent to Acquisition
Land	19
Buildings and Improvements	1,389
Gross Amounts at Which Carried at Close of Period
Land	42,033
Buildings and Improvements	157,198
Total	199,231
Accumulated Depreciation	6,829
Mall St. Matthews | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mall St. Matthews | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mall St. Matthews | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mall St. Vincent
Acquisition Accounting Cost
Land	4,604
Buildings and Improvements	21,927
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(340)
Gross Amounts at Which Carried at Close of Period
Land	4,604
Buildings and Improvements	21,587
Total	26,191
Accumulated Depreciation	1,396
Mall St. Vincent | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mall St. Vincent | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mall St. Vincent | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Market Place Shopping Center
Acquisition Accounting Cost
Encumbrances	105,240
Land	21,611
Buildings and Improvements	111,515
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,378
Gross Amounts at Which Carried at Close of Period
Land	21,611
Buildings and Improvements	112,893
Total	134,504
Accumulated Depreciation	6,137
Market Place Shopping Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Market Place Shopping Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Market Place Shopping Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mayfair Mall
Acquisition Accounting Cost
Encumbrances	297,066
Land	84,473
Buildings and Improvements	352,140
Costs Capitalized Subsequent to Acquisition
Land	(79)
Buildings and Improvements	685
Gross Amounts at Which Carried at Close of Period
Land	84,394
Buildings and Improvements	352,825
Total	437,219
Accumulated Depreciation	17,345
Mayfair Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mayfair Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mayfair Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Meadows Mall
Acquisition Accounting Cost
Encumbrances	97,462
Land	30,275
Buildings and Improvements	136,846
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	322
Gross Amounts at Which Carried at Close of Period
Land	30,275
Buildings and Improvements	137,168
Total	167,443
Accumulated Depreciation	6,241
Meadows Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Meadows Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Meadows Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Mondawmin Mall
Acquisition Accounting Cost
Encumbrances	72,556
Land	19,707
Buildings and Improvements	63,348
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	4,405
Gross Amounts at Which Carried at Close of Period
Land	19,707
Buildings and Improvements	67,753
Total	87,460
Accumulated Depreciation	4,102
Mondawmin Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Mondawmin Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Mondawmin Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Newgate Mall
Acquisition Accounting Cost
Encumbrances	38,204
Land	17,856
Buildings and Improvements	70,318
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,487
Gross Amounts at Which Carried at Close of Period
Land	17,856
Buildings and Improvements	72,805
Total	90,661
Accumulated Depreciation	4,688
Newgate Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Newgate Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Newgate Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Newpark Mall
Acquisition Accounting Cost
Encumbrances	67,056
Land	17,848
Buildings and Improvements	57,404
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	857
Gross Amounts at Which Carried at Close of Period
Land	17,848
Buildings and Improvements	58,261
Total	76,109
Accumulated Depreciation	3,797
Newpark Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Newpark Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Newpark Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
North Plains Mall
Acquisition Accounting Cost
Encumbrances	13,160
Land	2,218
Buildings and Improvements	11,768
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	379
Gross Amounts at Which Carried at Close of Period
Land	2,218
Buildings and Improvements	12,147
Total	14,365
Accumulated Depreciation	958
North Plains Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
North Plains Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
North Plains Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
North Point Mall
Acquisition Accounting Cost
Encumbrances	207,212
Land	57,900
Buildings and Improvements	228,517
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,930
Gross Amounts at Which Carried at Close of Period
Land	57,900
Buildings and Improvements	230,447
Total	288,347
Accumulated Depreciation	14,810
North Point Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
North Point Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
North Point Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
North Star Mall
Acquisition Accounting Cost
Encumbrances	217,665
Land	91,135
Buildings and Improvements	392,422
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	3,097
Gross Amounts at Which Carried at Close of Period
Land	91,135
Buildings and Improvements	395,519
Total	486,654
Accumulated Depreciation	15,252
North Star Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
North Star Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
North Star Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Northridge Fashion Center
Acquisition Accounting Cost
Encumbrances	248,738
Land	66,774
Buildings and Improvements	238,023
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	112
Gross Amounts at Which Carried at Close of Period
Land	66,774
Buildings and Improvements	238,135
Total	304,909
Accumulated Depreciation	11,093
Northridge Fashion Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Northridge Fashion Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Northridge Fashion Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
NorthTown Mall
Acquisition Accounting Cost
Encumbrances	89,565
Land	12,310
Buildings and Improvements	108,857
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	575
Gross Amounts at Which Carried at Close of Period
Land	12,310
Buildings and Improvements	109,432
Total	121,742
Accumulated Depreciation	6,389
NorthTown Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
NorthTown Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
NorthTown Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Oak View Mall
Acquisition Accounting Cost
Encumbrances	84,601
Land	20,390
Buildings and Improvements	107,216
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,673
Gross Amounts at Which Carried at Close of Period
Land	20,390
Buildings and Improvements	108,889
Total	129,279
Accumulated Depreciation	6,406
Oak View Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Oak View Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Oak View Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Oakwood Center
Acquisition Accounting Cost
Encumbrances	90,249
Land	21,105
Buildings and Improvements	74,228
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	149
Gross Amounts at Which Carried at Close of Period
Land	21,105
Buildings and Improvements	74,377
Total	95,482
Accumulated Depreciation	3,278
Oakwood Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Oakwood Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Oakwood Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Oakwood Mall
Acquisition Accounting Cost
Encumbrances	81,592
Land	13,786
Buildings and Improvements	92,114
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	532
Gross Amounts at Which Carried at Close of Period
Land	13,786
Buildings and Improvements	92,646
Total	106,432
Accumulated Depreciation	4,995
Oakwood Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Oakwood Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Oakwood Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Oglethorpe Mall
Acquisition Accounting Cost
Encumbrances	130,229
Land	27,075
Buildings and Improvements	157,100
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,700
Gross Amounts at Which Carried at Close of Period
Land	27,075
Buildings and Improvements	158,800
Total	185,875
Accumulated Depreciation	8,370
Oglethorpe Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Oglethorpe Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Oglethorpe Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Orem Plaza Center Street
Acquisition Accounting Cost
Encumbrances	2,133
Land	1,935
Buildings and Improvements	2,180
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	6
Gross Amounts at Which Carried at Close of Period
Land	1,935
Buildings and Improvements	2,186
Total	4,121
Accumulated Depreciation	71
Orem Plaza Center Street | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Orem Plaza Center Street | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Orem Plaza Center Street | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Orem Plaza State Street
Acquisition Accounting Cost
Encumbrances	1,320
Land	1,264
Buildings and Improvements	611
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	52
Gross Amounts at Which Carried at Close of Period
Land	1,264
Buildings and Improvements	663
Total	1,927
Accumulated Depreciation	29
Orem Plaza State Street | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Orem Plaza State Street | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Orem Plaza State Street | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Owings Mills Mall
Acquisition Accounting Cost
Land	24,921
Buildings and Improvements	31,746
Costs Capitalized Subsequent to Acquisition
Land	(22,519)
Buildings and Improvements	(6,202)
Gross Amounts at Which Carried at Close of Period
Land	2,402
Buildings and Improvements	25,544
Total	27,946
Accumulated Depreciation	1,414
Owings Mills Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Owings Mills Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Owings Mills Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Oxmoor Center
Acquisition Accounting Cost
Encumbrances	94,396
Buildings and Improvements	117,814
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	874
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	118,688
Total	118,688
Accumulated Depreciation	5,133
Oxmoor Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Oxmoor Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Oxmoor Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Paramus Park
Acquisition Accounting Cost
Encumbrances	96,729
Land	31,320
Buildings and Improvements	102,054
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,026
Gross Amounts at Which Carried at Close of Period
Land	31,320
Buildings and Improvements	104,080
Total	135,400
Accumulated Depreciation	5,956
Paramus Park | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Paramus Park | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Paramus Park | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Park City Center
Acquisition Accounting Cost
Encumbrances	195,740
Land	42,451
Buildings and Improvements	195,409
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	660
Gross Amounts at Which Carried at Close of Period
Land	42,451
Buildings and Improvements	196,069
Total	238,520
Accumulated Depreciation	5,094
Park City Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Park City Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Park City Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Park Place
Acquisition Accounting Cost
Encumbrances	198,468
Land	61,907
Buildings and Improvements	236,019
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	577
Gross Amounts at Which Carried at Close of Period
Land	61,907
Buildings and Improvements	236,596
Total	298,503
Accumulated Depreciation	9,352
Park Place | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Park Place | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Park Place | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Peachtree Mall
Acquisition Accounting Cost
Encumbrances	82,983
Land	13,855
Buildings and Improvements	92,143
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,187
Gross Amounts at Which Carried at Close of Period
Land	13,855
Buildings and Improvements	94,330
Total	108,185
Accumulated Depreciation	5,843
Peachtree Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Peachtree Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Peachtree Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Pecanland Mall
Acquisition Accounting Cost
Encumbrances	51,551
Land	12,943
Buildings and Improvements	73,231
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,672
Gross Amounts at Which Carried at Close of Period
Land	12,943
Buildings and Improvements	74,903
Total	87,846
Accumulated Depreciation	4,894
Pecanland Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Pecanland Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Pecanland Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Pembroke Lakes Mall
Acquisition Accounting Cost
Encumbrances	122,111
Land	64,883
Buildings and Improvements	254,910
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	322
Gross Amounts at Which Carried at Close of Period
Land	64,883
Buildings and Improvements	255,232
Total	320,115
Accumulated Depreciation	17,140
Pembroke Lakes Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Pembroke Lakes Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Pembroke Lakes Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Pierre Bossier Mall
Acquisition Accounting Cost
Encumbrances	41,440
Land	7,522
Buildings and Improvements	38,247
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(291)
Gross Amounts at Which Carried at Close of Period
Land	7,522
Buildings and Improvements	37,956
Total	45,478
Accumulated Depreciation	1,828
Pierre Bossier Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Pierre Bossier Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Pierre Bossier Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Pine Ridge Mall
Acquisition Accounting Cost
Encumbrances	23,133
Land	7,534
Buildings and Improvements	5,013
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	49
Gross Amounts at Which Carried at Close of Period
Land	7,534
Buildings and Improvements	5,062
Total	12,596
Accumulated Depreciation	726
Pine Ridge Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Pine Ridge Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Pine Ridge Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Pioneer Place
Acquisition Accounting Cost
Encumbrances	112,329
Buildings and Improvements	97,096
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	962
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	98,058
Total	98,058
Accumulated Depreciation	3,712
Pioneer Place | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Pioneer Place | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Pioneer Place | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Plaza 800
Acquisition Accounting Cost
Buildings and Improvements	61
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	336
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	397
Total	397
Accumulated Depreciation	14
Plaza 800 | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Plaza 800 | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Plaza 800 | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Prince Kuhio Plaza
Acquisition Accounting Cost
Encumbrances	33,814
Buildings and Improvements	52,373
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(100)
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	52,273
Total	52,273
Accumulated Depreciation	3,078
Prince Kuhio Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Prince Kuhio Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Prince Kuhio Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Providence Place
Acquisition Accounting Cost
Encumbrances	421,371
Buildings and Improvements	400,893
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,345
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	402,238
Total	402,238
Accumulated Depreciation	16,169
Providence Place | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Providence Place | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Providence Place | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Provo Towne Centre
Acquisition Accounting Cost
Encumbrances	55,422
Land	17,027
Buildings and Improvements	75,871
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(12,949)
Gross Amounts at Which Carried at Close of Period
Land	17,027
Buildings and Improvements	62,922
Total	79,949
Accumulated Depreciation	3,559
Provo Towne Centre | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Provo Towne Centre | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Provo Towne Centre | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Red Cliffs Mall
Acquisition Accounting Cost
Encumbrances	21,986
Land	4,739
Buildings and Improvements	33,357
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(135)
Gross Amounts at Which Carried at Close of Period
Land	4,739
Buildings and Improvements	33,222
Total	37,961
Accumulated Depreciation	1,798
Red Cliffs Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Red Cliffs Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Red Cliffs Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Red Cliffs Plaza
Acquisition Accounting Cost
Land	2,073
Buildings and Improvements	573
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	5
Gross Amounts at Which Carried at Close of Period
Land	2,073
Buildings and Improvements	578
Total	2,651
Accumulated Depreciation	104
Red Cliffs Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Red Cliffs Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Red Cliffs Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Regency Square Mall
Acquisition Accounting Cost
Encumbrances	74,467
Land	14,979
Buildings and Improvements	56,082
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(660)
Gross Amounts at Which Carried at Close of Period
Land	14,979
Buildings and Improvements	55,422
Total	70,401
Accumulated Depreciation	6,066
Regency Square Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Regency Square Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Regency Square Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Ridgedale Center
Acquisition Accounting Cost
Encumbrances	161,139
Land	39,495
Buildings and Improvements	151,090
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,460
Gross Amounts at Which Carried at Close of Period
Land	39,495
Buildings and Improvements	152,550
Total	192,045
Accumulated Depreciation	6,863
Ridgedale Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Ridgedale Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Ridgedale Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
River Falls Mall
Acquisition Accounting Cost
Land	4,464
Buildings and Improvements	12,824
Costs Capitalized Subsequent to Acquisition
Land	(4,464)
Buildings and Improvements	(12,824)
River Falls Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
River Falls Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
River Falls Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
River Hills Mall
Acquisition Accounting Cost
Encumbrances	76,961
Land	16,207
Buildings and Improvements	85,608
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,352
Gross Amounts at Which Carried at Close of Period
Land	16,207
Buildings and Improvements	86,960
Total	103,167
Accumulated Depreciation	4,577
River Hills Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
River Hills Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
River Hills Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
River Pointe Plaza
Acquisition Accounting Cost
Encumbrances	3,303
Land	3,128
Buildings and Improvements	3,509
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	6
Gross Amounts at Which Carried at Close of Period
Land	3,128
Buildings and Improvements	3,515
Total	6,643
Accumulated Depreciation	156
River Pointe Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
River Pointe Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
River Pointe Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Riverlands Shopping Center
Acquisition Accounting Cost
Land	2,017
Buildings and Improvements	4,676
Costs Capitalized Subsequent to Acquisition
Land	(2,017)
Buildings and Improvements	(4,676)
Riverlands Shopping Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Riverlands Shopping Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Riverlands Shopping Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Riverside Plaza
Acquisition Accounting Cost
Land	8,128
Buildings and Improvements	9,489
Costs Capitalized Subsequent to Acquisition
Land	(8,128)
Buildings and Improvements	(9,489)
Riverside Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Riverside Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Riverside Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Rivertown Crossings
Acquisition Accounting Cost
Encumbrances	167,829
Land	47,790
Buildings and Improvements	181,770
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,507
Gross Amounts at Which Carried at Close of Period
Land	47,790
Buildings and Improvements	183,277
Total	231,067
Accumulated Depreciation	7,992
Rivertown Crossings | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Rivertown Crossings | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Rivertown Crossings | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Rogue Valley Mall
Acquisition Accounting Cost
Encumbrances	26,575
Land	9,042
Buildings and Improvements	61,558
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,438
Gross Amounts at Which Carried at Close of Period
Land	9,042
Buildings and Improvements	62,996
Total	72,038
Accumulated Depreciation	3,248
Rogue Valley Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Rogue Valley Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Rogue Valley Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Saint Louis Galleria
Acquisition Accounting Cost
Land	21,425
Buildings and Improvements	263,596
Costs Capitalized Subsequent to Acquisition
Land	(21,425)
Buildings and Improvements	(263,596)
Saint Louis Galleria | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Saint Louis Galleria | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Saint Louis Galleria | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Salem Center
Acquisition Accounting Cost
Encumbrances	37,416
Land	5,925
Buildings and Improvements	33,620
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(84)
Gross Amounts at Which Carried at Close of Period
Land	5,925
Buildings and Improvements	33,536
Total	39,461
Accumulated Depreciation	1,742
Salem Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Salem Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Salem Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Sikes Senter
Acquisition Accounting Cost
Encumbrances	49,891
Land	5,915
Buildings and Improvements	34,075
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,467
Gross Amounts at Which Carried at Close of Period
Land	5,915
Buildings and Improvements	35,542
Total	41,457
Accumulated Depreciation	3,097
Sikes Senter | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Sikes Senter | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Sikes Senter | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Silver Lake Mall
Acquisition Accounting Cost
Encumbrances	13,078
Land	3,237
Buildings and Improvements	12,914
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	33
Gross Amounts at Which Carried at Close of Period
Land	3,237
Buildings and Improvements	12,947
Total	16,184
Accumulated Depreciation	730
Silver Lake Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Silver Lake Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Silver Lake Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Sooner Mall
Acquisition Accounting Cost
Encumbrances	57,721
Land	9,902
Buildings and Improvements	69,570
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,744
Gross Amounts at Which Carried at Close of Period
Land	9,902
Buildings and Improvements	72,314
Total	82,216
Accumulated Depreciation	3,599
Sooner Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Sooner Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Sooner Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Southlake Mall
Acquisition Accounting Cost
Encumbrances	91,708
Land	19,263
Buildings and Improvements	68,607
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	166
Gross Amounts at Which Carried at Close of Period
Land	19,263
Buildings and Improvements	68,773
Total	88,036
Accumulated Depreciation	5,439
Southlake Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Southlake Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Southlake Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Southland Center
Acquisition Accounting Cost
Land	13,698
Buildings and Improvements	51,861
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(666)
Gross Amounts at Which Carried at Close of Period
Land	13,698
Buildings and Improvements	51,195
Total	64,893
Accumulated Depreciation	2,234
Southland Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Southland Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Southland Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Southland Mall
Acquisition Accounting Cost
Encumbrances	72,908
Land	23,407
Buildings and Improvements	81,474
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	6,386
Gross Amounts at Which Carried at Close of Period
Land	23,407
Buildings and Improvements	87,860
Total	111,267
Accumulated Depreciation	4,889
Southland Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Southland Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Southland Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Southshore Mall
Acquisition Accounting Cost
Land	460
Buildings and Improvements	316
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	71
Gross Amounts at Which Carried at Close of Period
Land	460
Buildings and Improvements	387
Total	847
Accumulated Depreciation	147
Southshore Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Southshore Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Southshore Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Southwest Plaza
Acquisition Accounting Cost
Encumbrances	106,375
Land	19,024
Buildings and Improvements	76,453
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	95
Gross Amounts at Which Carried at Close of Period
Land	19,024
Buildings and Improvements	76,548
Total	95,572
Accumulated Depreciation	5,188
Southwest Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Southwest Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Southwest Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Spokane Valley Mall
Acquisition Accounting Cost
Encumbrances	52,431
Land	14,328
Buildings and Improvements	83,706
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(9,930)
Gross Amounts at Which Carried at Close of Period
Land	14,328
Buildings and Improvements	73,776
Total	88,104
Accumulated Depreciation	3,514
Spokane Valley Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Spokane Valley Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Spokane Valley Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Spokane Valley Plaza
Acquisition Accounting Cost
Land	2,488
Buildings and Improvements	16,503
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(2,122)
Gross Amounts at Which Carried at Close of Period
Land	2,488
Buildings and Improvements	14,381
Total	16,869
Accumulated Depreciation	697
Spokane Valley Plaza | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Spokane Valley Plaza | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Spokane Valley Plaza | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Spring Hill Mall
Acquisition Accounting Cost
Encumbrances	52,611
Land	8,219
Buildings and Improvements	23,679
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(53)
Gross Amounts at Which Carried at Close of Period
Land	8,219
Buildings and Improvements	23,626
Total	31,845
Accumulated Depreciation	1,803
Spring Hill Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Spring Hill Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Spring Hill Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Staten Island Mall
Acquisition Accounting Cost
Encumbrances	282,198
Land	102,227
Buildings and Improvements	375,612
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,496
Gross Amounts at Which Carried at Close of Period
Land	102,227
Buildings and Improvements	378,108
Total	480,335
Accumulated Depreciation	20,017
Staten Island Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Staten Island Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Staten Island Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Steeplegate Mall
Acquisition Accounting Cost
Encumbrances	66,434
Land	11,438
Buildings and Improvements	42,032
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	264
Gross Amounts at Which Carried at Close of Period
Land	11,438
Buildings and Improvements	42,296
Total	53,734
Accumulated Depreciation	2,481
Steeplegate Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Steeplegate Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Steeplegate Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Stonestown Galleria
Acquisition Accounting Cost
Encumbrances	216,093
Land	65,962
Buildings and Improvements	203,043
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(705)
Gross Amounts at Which Carried at Close of Period
Land	65,962
Buildings and Improvements	202,338
Total	268,300
Accumulated Depreciation	8,425
Stonestown Galleria | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Stonestown Galleria | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Stonestown Galleria | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Boulevard Mall
Acquisition Accounting Cost
Encumbrances	81,895
Land	34,523
Buildings and Improvements	46,428
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	851
Gross Amounts at Which Carried at Close of Period
Land	34,523
Buildings and Improvements	47,279
Total	81,802
Accumulated Depreciation	4,340
The Boulevard Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Boulevard Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Boulevard Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Crossroads
Acquisition Accounting Cost
Land	20,261
Buildings and Improvements	95,463
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(40)
Gross Amounts at Which Carried at Close of Period
Land	20,261
Buildings and Improvements	95,423
Total	115,684
Accumulated Depreciation	7,296
The Crossroads | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Crossroads | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Crossroads | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Gallery At Harborplace
Acquisition Accounting Cost
Encumbrances	77,778
Land	15,930
Buildings and Improvements	112,117
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,076
Gross Amounts at Which Carried at Close of Period
Land	15,930
Buildings and Improvements	113,193
Total	129,123
Accumulated Depreciation	5,328
The Gallery At Harborplace | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Gallery At Harborplace | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Gallery At Harborplace | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Grand Canal Shoppes
Acquisition Accounting Cost
Encumbrances	370,823
Land	49,785
Buildings and Improvements	716,625
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(715)
Gross Amounts at Which Carried at Close of Period
Land	49,785
Buildings and Improvements	715,910
Total	765,695
Accumulated Depreciation	25,307
The Grand Canal Shoppes | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Grand Canal Shoppes | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Grand Canal Shoppes | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Maine Mall
Acquisition Accounting Cost
Encumbrances	200,706
Land	36,205
Buildings and Improvements	238,067
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,464
Gross Amounts at Which Carried at Close of Period
Land	36,205
Buildings and Improvements	239,531
Total	275,736
Accumulated Depreciation	11,253
The Maine Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Maine Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Maine Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Mall In Columbia
Acquisition Accounting Cost
Encumbrances	402,438
Land	124,540
Buildings and Improvements	479,171
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	839
Gross Amounts at Which Carried at Close of Period
Land	124,540
Buildings and Improvements	480,010
Total	604,550
Accumulated Depreciation	18,353
The Mall In Columbia | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Mall In Columbia | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Mall In Columbia | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Parks at Arlington
Acquisition Accounting Cost
Encumbrances	183,116
Land	19,807
Buildings and Improvements	299,708
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	1,315
Gross Amounts at Which Carried at Close of Period
Land	19,807
Buildings and Improvements	301,023
Total	320,830
Accumulated Depreciation	12,018
The Parks at Arlington | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Parks at Arlington | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Parks at Arlington | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Pines
Acquisition Accounting Cost
Land	331
Buildings and Improvements	1,631
Costs Capitalized Subsequent to Acquisition
Land	(331)
Buildings and Improvements	(1,631)
The Pines | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Pines | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Pines | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Shoppes at Buckland
Acquisition Accounting Cost
Encumbrances	155,358
Land	35,180
Buildings and Improvements	146,474
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(218)
Gross Amounts at Which Carried at Close of Period
Land	35,180
Buildings and Improvements	146,256
Total	181,436
Accumulated Depreciation	8,241
The Shoppes at Buckland | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Shoppes at Buckland | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Shoppes at Buckland | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Shoppes at the Palazzo
Acquisition Accounting Cost
Encumbrances	241,282
Buildings and Improvements	290,826
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(1,028)
Gross Amounts at Which Carried at Close of Period
Buildings and Improvements	289,798
Total	289,798
Accumulated Depreciation	9,555
The Shoppes at the Palazzo | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Shoppes at the Palazzo | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Shoppes at the Palazzo | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Shops At Fallen Timbers
Acquisition Accounting Cost
Encumbrances	46,969
Land	3,785
Buildings and Improvements	31,771
Costs Capitalized Subsequent to Acquisition
Land	(23)
Buildings and Improvements	1,249
Gross Amounts at Which Carried at Close of Period
Land	3,762
Buildings and Improvements	33,020
Total	36,782
Accumulated Depreciation	1,806
The Shops At Fallen Timbers | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Shops At Fallen Timbers | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Shops At Fallen Timbers | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Shops At La Cantera
Acquisition Accounting Cost
Encumbrances	170,436
Land	80,016
Buildings and Improvements	350,737
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	16,699
Gross Amounts at Which Carried at Close of Period
Land	80,016
Buildings and Improvements	367,436
Total	447,452
Accumulated Depreciation	13,492
The Shops At La Cantera | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Shops At La Cantera | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Shops At La Cantera | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Streets At SouthPoint
Acquisition Accounting Cost
Encumbrances	228,970
Land	66,045
Buildings and Improvements	242,189
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	12,183
Gross Amounts at Which Carried at Close of Period
Land	66,045
Buildings and Improvements	254,372
Total	320,417
Accumulated Depreciation	22,869
The Streets At SouthPoint | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Streets At SouthPoint | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Streets At SouthPoint | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Village Of Cross Keys
Acquisition Accounting Cost
Land	8,425
Buildings and Improvements	26,651
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	922
Gross Amounts at Which Carried at Close of Period
Land	8,425
Buildings and Improvements	27,573
Total	35,998
Accumulated Depreciation	2,753
The Village Of Cross Keys | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Village Of Cross Keys | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Village Of Cross Keys | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
The Woodlands Mall
Acquisition Accounting Cost
Encumbrances	268,047
Land	84,889
Buildings and Improvements	349,315
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	479
Gross Amounts at Which Carried at Close of Period
Land	84,889
Buildings and Improvements	349,794
Total	434,683
Accumulated Depreciation	13,614
The Woodlands Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
The Woodlands Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
The Woodlands Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Three Rivers Mall
Acquisition Accounting Cost
Encumbrances	18,834
Land	2,080
Buildings and Improvements	11,142
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	593
Gross Amounts at Which Carried at Close of Period
Land	2,080
Buildings and Improvements	11,735
Total	13,815
Accumulated Depreciation	1,057
Three Rivers Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Three Rivers Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Three Rivers Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Town East Mall
Acquisition Accounting Cost
Encumbrances	94,703
Land	9,928
Buildings and Improvements	168,555
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	4,309
Gross Amounts at Which Carried at Close of Period
Land	9,928
Buildings and Improvements	172,864
Total	182,792
Accumulated Depreciation	7,257
Town East Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Town East Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Town East Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Tucson Mall
Acquisition Accounting Cost
Encumbrances	112,014
Land	2,071
Buildings and Improvements	193,815
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	91,381
Gross Amounts at Which Carried at Close of Period
Land	2,071
Buildings and Improvements	285,196
Total	287,267
Accumulated Depreciation	18,054
Tucson Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Tucson Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Tucson Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Twin Falls Crossing
Acquisition Accounting Cost
Land	1,680
Buildings and Improvements	2,770
Costs Capitalized Subsequent to Acquisition
Land	(1,680)
Buildings and Improvements	(2,770)
Twin Falls Crossing | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Twin Falls Crossing | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Twin Falls Crossing | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Tysons Galleria
Acquisition Accounting Cost
Encumbrances	260,459
Land	90,317
Buildings and Improvements	351,005
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	2,208
Gross Amounts at Which Carried at Close of Period
Land	90,317
Buildings and Improvements	353,213
Total	443,530
Accumulated Depreciation	12,502
Tysons Galleria | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Tysons Galleria | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Tysons Galleria | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
University Crossing
Acquisition Accounting Cost
Encumbrances	4,769
Land	8,170
Buildings and Improvements	16,886
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(84)
Gross Amounts at Which Carried at Close of Period
Land	8,170
Buildings and Improvements	16,802
Total	24,972
Accumulated Depreciation	862
University Crossing | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
University Crossing | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
University Crossing | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Valley Hills Mall
Acquisition Accounting Cost
Encumbrances	52,110
Land	10,047
Buildings and Improvements	61,817
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	422
Gross Amounts at Which Carried at Close of Period
Land	10,047
Buildings and Improvements	62,239
Total	72,286
Accumulated Depreciation	3,438
Valley Hills Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Valley Hills Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Valley Hills Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Valley Plaza Mall
Acquisition Accounting Cost
Encumbrances	84,899
Land	38,964
Buildings and Improvements	211,930
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(878)
Gross Amounts at Which Carried at Close of Period
Land	38,964
Buildings and Improvements	211,052
Total	250,016
Accumulated Depreciation	9,945
Valley Plaza Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Valley Plaza Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Valley Plaza Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Visalia Mall
Acquisition Accounting Cost
Encumbrances	36,402
Land	11,912
Buildings and Improvements	80,185
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(58)
Gross Amounts at Which Carried at Close of Period
Land	11,912
Buildings and Improvements	80,127
Total	92,039
Accumulated Depreciation	3,396
Visalia Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Visalia Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Visalia Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Vista Commons
Acquisition Accounting Cost
Land	6,348
Buildings and Improvements	13,110
Costs Capitalized Subsequent to Acquisition
Land	(6,348)
Buildings and Improvements	(13,110)
Vista Commons | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Vista Commons | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Vista Commons | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Vista Ridge Mall
Acquisition Accounting Cost
Encumbrances	74,066
Land	15,965
Buildings and Improvements	34,105
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	12,387
Gross Amounts at Which Carried at Close of Period
Land	15,965
Buildings and Improvements	46,492
Total	62,457
Accumulated Depreciation	3,253
Vista Ridge Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Vista Ridge Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Vista Ridge Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Washington Park Mall
Acquisition Accounting Cost
Encumbrances	10,451
Land	1,388
Buildings and Improvements	8,213
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	73
Gross Amounts at Which Carried at Close of Period
Land	1,388
Buildings and Improvements	8,286
Total	9,674
Accumulated Depreciation	730
Washington Park Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Washington Park Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Washington Park Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
West Oaks Mall
Acquisition Accounting Cost
Encumbrances	64,757
Land	20,278
Buildings and Improvements	55,607
Costs Capitalized Subsequent to Acquisition
Land	(12,692)
Buildings and Improvements	(36,175)
Gross Amounts at Which Carried at Close of Period
Land	7,586
Buildings and Improvements	19,432
Total	27,018
Accumulated Depreciation	1
West Oaks Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
West Oaks Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
West Oaks Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
West Valley Mall
Acquisition Accounting Cost
Encumbrances	48,437
Land	31,340
Buildings and Improvements	38,316
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	3,612
Gross Amounts at Which Carried at Close of Period
Land	31,340
Buildings and Improvements	41,928
Total	73,268
Accumulated Depreciation	3,080
West Valley Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
West Valley Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
West Valley Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Westlake Center
Acquisition Accounting Cost
Encumbrances	4,487
Land	19,055
Buildings and Improvements	129,295
Costs Capitalized Subsequent to Acquisition
Land	(14,819)
Buildings and Improvements	(98,703)
Gross Amounts at Which Carried at Close of Period
Land	4,236
Buildings and Improvements	30,592
Total	34,828
Accumulated Depreciation	1,418
Westlake Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Westlake Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Westlake Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Westwood Mall
Acquisition Accounting Cost
Encumbrances	27,019
Land	5,708
Buildings and Improvements	28,006
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	171
Gross Amounts at Which Carried at Close of Period
Land	5,708
Buildings and Improvements	28,177
Total	33,885
Accumulated Depreciation	1,675
Westwood Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Westwood Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Westwood Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
White Marsh Mall
Acquisition Accounting Cost
Encumbrances	178,935
Land	43,880
Buildings and Improvements	177,194
Costs Capitalized Subsequent to Acquisition
Land	4,125
Buildings and Improvements	3,989
Gross Amounts at Which Carried at Close of Period
Land	48,005
Buildings and Improvements	181,183
Total	229,188
Accumulated Depreciation	10,151
White Marsh Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
White Marsh Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
White Marsh Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
White Mountain Mall
Acquisition Accounting Cost
Encumbrances	10,596
Land	3,010
Buildings and Improvements	11,311
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	466
Gross Amounts at Which Carried at Close of Period
Land	3,010
Buildings and Improvements	11,777
Total	14,787
Accumulated Depreciation	1,274
White Mountain Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
White Mountain Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
White Mountain Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Willowbrook
Acquisition Accounting Cost
Encumbrances	162,852
Land	110,660
Buildings and Improvements	419,822
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	3,175
Gross Amounts at Which Carried at Close of Period
Land	110,660
Buildings and Improvements	422,997
Total	533,657
Accumulated Depreciation	20,093
Willowbrook | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Willowbrook | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Willowbrook | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Woodbridge Center
Acquisition Accounting Cost
Encumbrances	191,054
Land	67,825
Buildings and Improvements	242,744
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	8,830
Gross Amounts at Which Carried at Close of Period
Land	67,825
Buildings and Improvements	251,574
Total	319,399
Accumulated Depreciation	10,913
Woodbridge Center | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Woodbridge Center | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Woodbridge Center | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Woodlands Village
Acquisition Accounting Cost
Encumbrances	6,040
Land	3,624
Buildings and Improvements	12,960
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(55)
Gross Amounts at Which Carried at Close of Period
Land	3,624
Buildings and Improvements	12,905
Total	16,529
Accumulated Depreciation	869
Woodlands Village | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Woodlands Village | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Woodlands Village | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Yellowstone Square
Acquisition Accounting Cost
Land	2,625
Buildings and Improvements	1,163
Costs Capitalized Subsequent to Acquisition
Land	(2,625)
Buildings and Improvements	(1,163)
Yellowstone Square | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Yellowstone Square | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Yellowstone Square | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10
Office, other and development in progress
Acquisition Accounting Cost
Encumbrances	2,013,447
Land	165,478
Buildings and Improvements	542,790
Costs Capitalized Subsequent to Acquisition
Land	(46,364)
Buildings and Improvements	(71,688)
Gross Amounts at Which Carried at Close of Period
Land	119,114
Buildings and Improvements	471,102
Total	590,216
Accumulated Depreciation	30,617
Properties Held For Disposition
Acquisition Accounting Cost
Encumbrances	85,961
Land	25,191
Buildings and Improvements	83,568
Costs Capitalized Subsequent to Acquisition
Buildings and Improvements	(20)
Gross Amounts at Which Carried at Close of Period
Land	25,191
Buildings and Improvements	83,548
Total	108,739
Accumulated Depreciation	1,572
Grand Traverse Mall
Acquisition Accounting Cost
Encumbrances	72,453
Land	9,269
Buildings and Improvements	59,307
Gross Amounts at Which Carried at Close of Period
Land	9,269
Buildings and Improvements	59,307
Total	68,576
Accumulated Depreciation	414
Grand Traverse Mall | Buildings and improvements
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	45
Grand Traverse Mall | Equipment and fixtures | Minimum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	5
Grand Traverse Mall | Equipment and fixtures | Maximum
Gross Amounts at Which Carried at Close of Period
Life Upon Which Latest Income Statement is Computed	10

XML

Document and Entity Information	6 Months Ended
	Jun. 27, 2012
Document and Entity Information
Entity Registrant Name	General Growth Properties, Inc.
Entity Central Index Key	0001496048
Document Type	8-K
Document Period End Date	Jun. 27, 2012
Amendment Flag	false

XML

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2011

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

NOTE 11       EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Noncontrolling Interests

The minority interests related to our common and preferred Operating Partnership units are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets, presented at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date.  The redeemable noncontrolling interests have been presented at carrying value plus allocated income (loss) and other comprehensive income as of December 31, 2011 and at fair value as of December 31, 2010.  The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets.  Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to common stockholders.

Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax.  Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions.  As a result, the common stock dividends declared for 2011 and 2010 modified the conversion rate to 1.0397624.  The aggregate amount of cash that would have been paid to the holders of the outstanding Common Units as of December 31, 2011 if such holders had requested redemption of the Common Units as of December 31, 2011, and all such Common Units were redeemed or purchased pursuant to the rights associated with such Common Units for cash, would have been $103.0 million.

The Plan provided that holders of the Common Units could elect to redeem, reinstate or convert their units. Four holders of the Common Units elected to redeem 226,684 Common Units in the aggregate on the Effective Date. All remaining Common Units were reinstated in the Operating Partnership on the Effective Date.

The Operating Partnership issued Convertible Preferred Units, which are convertible, with certain restrictions, at any time by the holder into Common Units of the Operating Partnership at the rates below (subject to adjustment).  The Common Units are convertible into common stock at a one to one ratio at the current stock price.  The convertible preferred units are carried at the greater of contractual redemption value or fair value (based on current stock price).

	Number of Common Units for each Preferred Unit	Number of Contractual Convertible Preferred Units Outstanding as of December 31, 2011	Converted Basis to Common Units Outstanding as of December 31, 2011	Contractual Coversion Price		Redemption Value
Series B	3.000	1,279,715	3,839,146	$	16.6667	$	63,985,887
Series D	1.508	532,750	803,498	33.1519		26,637,477
Series E	1.298	502,658	652,633	38.5100		25,132,889
Series C	1.000	20,000	20,000	250.0000		5,000,000
						$	120,756,253

Pursuant to the Plan, holders of the Convertible Preferred Units received their previously accrued and unpaid dividends net of the applicable taxes and reinstatement of their preferred units in the Operating Partnership.  Holders of the preferred units will receive shares of the common stock of RPI as a result of the spin-off that occurred on January 12, 2012.

The following table reflects the activity of the redeemable noncontrolling interests for year ended December 31, 2011, the period November 10, 2010 through December 31, 2010, the period January 1, 2010 through November 9, 2010 and for the year ended December 31, 2009.

	(In thousands)
Predecessor
Balance at January 1, 2009 (Predecessor)	$	499,926
Net loss	(21,960		)
Distributions	(9,433		)
Conversion of operating partnership units into common shares	(324,489		)
Other comprehensive income	10,573
Adjustment for noncontrolling interests in operating partnership	(13,200		)
Adjust redeemable noncontrolling interests	65,416
Balance at December 31, 2009 (Predecessor)	206,833
Net loss	(26,604		)
Distributions	(15,608		)
Other comprehensive income	683
Adjust redeemable noncontrolling interests	55,539
Balance at November 9, 2010 (Predecessor)	220,843
Successor
Net loss	(1,868		)
Other comprehensive income	(8		)
Adjust redeemable noncontrolling interests	11,522
Adjustment for noncontrolling interests in operating partnership	1,875
Balance at December 31, 2010 (Successor)	232,364
Net loss	(2,212		)
Distributions	(5,879		)
Cash redemption of operating partnership units	(4,615		)
Other comprehensive loss	(337		)
Adjustment for noncontrolling interests in operating partnership	4,474
Balance at December 31, 2011 (Successor)	$	223,795

Common Stock Dividend and Purchase of Common Stock

The following table summarizes the cash common stock dividends declared in 2011:

Declaration Date	Amount per Share		Date Paid	Record Date
March 29, 2011	$	0.10	April 29, 2011	April 15, 2011
April 26, 2011	0.10		July 29, 2011	July 15, 2011
July 29, 2011	0.10		October 31, 2011	October 14, 2011
November 7, 2011	0.10		January 13, 2012	December 30, 2011

In addition to the November 7, 2011 cash dividend declared, the Board of Directors approved the distribution of RPI on December 20, 2011 in the form of a special dividend for which GGP shareholders were entitled to receive approximately 0.0375 shares of RPI common stock held as of December 30, 2011.  RPI’s net equity was recorded as of December 31, 2011 as a dividend payable as substantive conditions for the spin-off were met as of December 31, 2011 and it was probable that the spin-off would occur. Accordingly, as of December 31, 2011, we have recorded a distribution payable of $526.3 million and a related decrease in retained earnings (accumulated deficit), of which $426.7 million relates to the special dividend, on our Consolidated Balance Sheet.  On January 12, 2012, we distributed our shares in RPI to the shareholders of record as of the close of business on December 30, 2011. This special dividend satisfied part of our 2011 and the 2012 REIT distribution requirements.

On December 20, 2010, we declared a dividend of $0.38 per share, paid on January 27, 2011 in the amount of approximately $35.8 million in cash and issued approximately 22.3 million shares of common stock (with a valuation of $14.4725 calculated based on the volume weighted average trading prices of GGP’s common stock on January 19 and January 21, 2011).

On March 29, 2011, we announced the implementation of our Dividend Reinvestment Plan (“DRIP”). The DRIP provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock.  Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested. As a result of the DRIP elections for the dividends declared during 2011, 7,225,345 shares were issued during the year ended December 31, 2011.

In May 2011, we purchased shares of our common stock on the New York Stock Exchange through a private purchase.  In addition, on August 8, 2011, the Board of Directors authorized the Company to repurchase up to $250 million of our common stock on the open market.  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 summarizes the stock buy-back activity during the year:

Trade Date	Shares Purchased	Average Price		Total Consideration (In thousands)
August 18 - 26, 2011	2,046,940	$	13.1455	$	26,908
September 1 - 22, 2011	2,273,172	12.4592		28,322
October 3 - 5, 2011	927,468	11.3308		10,509

There were no stock repurchases during 2009 and 2010.

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STOCK-BASED COMPENSATION PLANS (Details 3) (USD $)	2 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Nov. 09, 2010	Dec. 31, 2011 Y
Stock Options Outstanding
Shares			11,503,869
Weighted Average Remaining Contractual Term (in years)			8.7
Weighted Average Exercise Price (in dollars per share)			$ 15.65
Intrinsic value			$ 9,839
Stock Options Exercisable
Shares			1,768,891
Weighted Average Remaining Contractual Term (in years)			5.2
Weighted Average Exercise Price (in dollars per share)			$ 22.40
Intrinsic value			2,874
Stock options
Stock Options Exercisable
Annual vesting percentage			20.00%
Vesting period from grant date (in years)			1
Closing stock price (in dollars per share)			$ 15.02
Intrinsic value for options exercised	$ 23,700,000		$ 200,000
Weighted-average fair value for stock options granted (in dollars per share)	$ 3.92	$ 4.99	$ 4.59
Range of Exercise Prices, $9.00 - $13.00
STOCK-BASED COMPENSATION PLANS
Exercise price, low end of range (in dollars per share)			$ 9.00
Exercise price, high end of range (in dollars per share)			$ 13.00
Stock Options Outstanding
Shares			2,102,363
Weighted Average Remaining Contractual Term (in years)			8.6
Weighted Average Exercise Price (in dollars per share)			$ 10.34
Stock Options Exercisable
Shares			602,363
Weighted Average Remaining Contractual Term (in years)			6.0
Weighted Average Exercise Price (in dollars per share)			$ 10.57
Range of Exercise Prices, $14.00 - $17.00
STOCK-BASED COMPENSATION PLANS
Exercise price, low end of range (in dollars per share)			$ 14.00
Exercise price, high end of range (in dollars per share)			$ 17.00
Stock Options Outstanding
Shares			8,902,418
Weighted Average Remaining Contractual Term (in years)			9.3
Weighted Average Exercise Price (in dollars per share)			$ 15.15
Stock Options Exercisable
Shares			667,440
Weighted Average Remaining Contractual Term (in years)			8.9
Weighted Average Exercise Price (in dollars per share)			$ 14.73
Range of Exercise Prices, $34.00 - $37.00
STOCK-BASED COMPENSATION PLANS
Exercise price, low end of range (in dollars per share)			$ 34.00
Exercise price, high end of range (in dollars per share)			$ 37.00
Range of Exercise Prices, $46.00 - $50.00
STOCK-BASED COMPENSATION PLANS
Exercise price, low end of range (in dollars per share)			$ 46.00
Exercise price, high end of range (in dollars per share)			$ 50.00
Stock Options Outstanding
Shares			499,088
Weighted Average Remaining Contractual Term (in years)			0.2
Weighted Average Exercise Price (in dollars per share)			$ 46.95
Stock Options Exercisable
Shares			499,088
Weighted Average Remaining Contractual Term (in years)			0.2
Weighted Average Exercise Price (in dollars per share)			$ 46.96

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PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) In Thousands, unless otherwise specified	2 Months Ended	3 Months Ended				10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Nov. 09, 2010	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2010 Pro Forma Adjustments	Dec. 31, 2009 Pro Forma Adjustments	Dec. 31, 2010 Pro Forma	Dec. 31, 2009 Pro Forma
Total revenues	$ 373,250	$ 657,985	$ 624,179	$ 603,020	$ 620,414	$ 2,362,955	$ 2,505,597	$ 2,829,964			$ 2,492,167	$ 2,521,574
Loss from continuing operations	(249,079)	(352,693)	260,250	(197,191)	9,846	(611,790)	(279,788)	(526,991)			(698,515)	(815,025)
Minimum rents	$ 232,592						$ 1,583,609		$ 27,400	$ 36,000

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Nov. 09, 2010 Predecessor	Dec. 31, 2009 Predecessor
Revenues:
Minimum rents	$ 232,592	$ 1,583,609	$ 1,373,945	$ 1,619,074
Tenant recoveries	99,376	723,257	625,197	742,791
Overage rents	17,903	61,803	31,757	43,580
Management fees and other corporate revenues	8,883	61,173	54,351	75,304
Other	14,496	75,755	56,193	70,423
Total revenues	373,250	2,505,597	2,141,443	2,551,172
Expenses:
Real estate taxes	32,694	230,876	196,779	226,753
Property maintenance costs	17,869	95,835	78,391	88,520
Marketing	10,814	34,021	21,651	28,550
Other property operating costs	58,821	395,770	337,125	400,951
Provision for doubtful accounts	50	5,621	13,294	22,901
Property management and other costs	29,801	188,022	137,108	170,093
General and administrative	22,247	30,866	24,392	94,493
Provisions for impairment		64,337	4,516	315,968
Depreciation and amortization	125,150	899,584	507,886	621,097
Total expenses	297,446	1,944,932	1,321,142	1,969,326
Operating income	75,804	560,665	820,301	581,846
Interest income	722	2,429	1,466	1,571
Interest expense	(128,841)	(892,099)	(1,182,999)	(1,210,937)
Warrant liability adjustment	(205,252)	55,042
Loss before income taxes, equity in income (loss) of Unconsolidated Real Estate Affiliates, reorganization items, discontinued operations and noncontrolling interests	(257,567)	(273,963)	(361,232)	(627,520)
(Provision for) benefit from income taxes	8,992	(8,723)	60,962	(5,693)
Equity in income (loss) of Unconsolidated Real Estate Affiliates	(504)	2,898	21,857	32,843
Reorganization items			(356,928)	76,929
Loss from continuing operations	(249,079)	(279,788)	(635,341)	(523,441)
Discontinued operations	(7,005)	(27,093)	(577,067)	(781,275)
Net loss	(256,084)	(306,881)	(1,212,408)	(1,304,716)
Allocation to noncontrolling interests	1,868	(6,291)	26,650	20,027
Net loss attributable to common stockholders	(254,216)	(313,172)	(1,185,758)	(1,284,689)
Basic Loss Per Share:
Continuing operations (in dollars per share)	$ (0.26)	$ (0.30)	$ (1.96)	$ (1.61)
Discontinued operations (in dollars per share)	$ (0.01)	$ (0.03)	$ (1.78)	$ (2.50)
Total basic loss per share (in dollars per share)	$ (0.27)	$ (0.33)	$ (3.74)	$ (4.11)
Diluted Loss Per Share:
Continuing operations (in dollars per share)	$ (0.26)	$ (0.34)	$ (1.96)	$ (1.61)
Discontinued operations (in dollars per share)	$ (0.01)	$ (0.03)	$ (1.78)	$ (2.50)
Total diluted loss per share (in dollars per share)	$ (0.27)	$ (0.37)	$ (3.74)	$ (4.11)
Dividends declared per share (in dollars per share)	$ 0.38	$ 0.83		$ 0.19
Comprehensive Loss, Net:
Net loss	(256,084)	(306,881)	(1,212,408)	(1,304,716)
Other comprehensive (loss) income:
Net unrealized gains on financial instruments	129		15,024	18,148
Accrued pension adjustment			1,745	763
Foreign currency translation	75	(48,545)	(16,552)	47,008
Unrealized gains (losses) on available-for-sale securities	(32)	263	38	533
Other comprehensive (loss) income	172	(48,282)	255	66,452
Comprehensive loss	(255,912)	(355,163)	(1,212,153)	(1,238,264)
Comprehensive loss allocated to noncontrolling interests	1,869	(5,954)	26,604	(10,573)
Comprehensive loss, net, attributable to common stockholders	$ (254,043)	$ (361,117)	$ (1,185,549)	$ (1,248,837)

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DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

12 Months Ended

Dec. 31, 2011

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES.

DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

NOTE 5DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF INTERESTS IN OPERATING PROPERTIES

On March 2, 2012, we sold our interest in Village of Cross Keys for $25.0 million.  We received $8.0 million in cash and entered into a secured note receivable with the buyer for $17.0 million.

On February 21, 2012, we sold Grand Traverse Mall to RPI.  Prior to the sale, the lender forgave $18.9 million of the secured indebtedness.  This amount is recorded as a gain on extinguishment of debt and included in discontinued operations in our Consolidated Statements of Operations and Comprehensive income (Loss). RPI assumed the remaining $62.0 million of debt on the property as consideration for the sale.

On January 12, 2012, we completed the spin-off of RPI, a 30-mall portfolio 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 a 1% interest in RPI.

All of our 2011, 2010 and 2009 dispositions are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below.  We have one property classified as held for disposition as of December 31, 2011.  This property has been approved for sale and is expected to be sold or disposed of within 12 months.

As noted above, during the three months ended March 31, 2012, we sold two operating properties and completed the spin-off of RPI.  The operating results of these properties, each of which qualifies for discontinued operations, has been reclassified and reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

In the first quarter of 2012, we revised our intent with respect to four properties previously classified as held for sale.  As we no longer met the criteria for held for sale treatment, we reclassified these four properties as held for use in our Consolidated Balance Sheet and as continuing operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.  These properties have been measured at the lower of the carrying amount before the asset was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the asset been continuously classified as held and used, and fair value at the date of decision not to sell.

In March 2011, we revised our intent with respect to two properties previously classified as held for sale (Mall St. Vincent and Southland Center).  As we no longer met the criteria for held for sale treatment, we reclassified these two properties as held for use in our Consolidated Balance Sheet as of March 31, 2011 and as continuing operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

	Discontinued Operations
	Successor			Successor			Predecessor			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
	(In thousands)
Retail and other revenue	$	304,225		$	56,263		$	441,101		$	540,129
Land and condominium sales	—			—			96,976			45,997
Total revenues	304,225			56,263			538,077			586,126
Retail and other operating expenses	248,614			41,862			275,093			391,916
Land and condominium sales operations	—			—			99,449			50,770
Impairment loss	4,096			—			30,784			906,883
Total expenses	252,710			41,862			405,326			1,349,569
Operating income (loss)	51,515			14,401			132,751			(763,443		)
Interest expense, net	(82,222		)	(16,322		)	(97,286		)	(106,881		)
Other expenses	—			(8		)	26,639			69,259
Net (loss) income from operations	(30,707		)	(1,929		)	62,104			(801,065		)
(Provision for) benefit from income taxes	(632		)	(100		)	472,170			20,303
Noncontrolling interest	(86		)	—			(64		)	453
Gains (losses) on disposition of properties	4,332			(4,976		)	(1,111,277		)	(966		)
Net loss from discontinued operations	$	(27,093	)	$	(7,005	)	$	(577,067	)	$	(781,275	)

Distribution of HHC

As described in Note 2, certain net assets of the Predecessor were distributed to its stockholders to form HHC, a newly formed publicly held real estate company. The Predecessor recorded a loss on distribution for the difference between the carrying amount and the fair value of the disposal group when the spin-off transaction was consummated. This loss on distribution of approximately $1.11 billion was recorded by the Predecessor as discontinued operations on the Effective Date based on the fair value of the disposal group calculated based on the difference between the Predecessor’s carrying value of the carve-out group of net assets distributed to HHC and the fair value based on $36.50 per share (the NYSE closing price of HHC common stock which was traded on a “when issued” basis on the Effective Date).

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

12 Months Ended

Dec. 31, 2011

ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

NOTE 4ACQUISITIONS, DISPOSITIONS AND INTANGIBLES

Acquisitions and Dispositions

During 2011, we acquired 11 anchor pads for approximately $78.7 million.  In addition, we sold our interest in 14 consolidated properties for aggregate sales proceeds of $507.3 million, which resulted in a $114.8 million reduction in mortgage payable.

On November 10, 2011, GGP and Kimco Realty (“Kimco”) executed a joint venture partnership agreement whereby both companies would own 50% interest of Owings Mills Mall, LLC (“Owings Mills Joint Venture”), a property that was previously included in consolidated properties.  As part of Owings Mills Joint Venture, GGP and Kimco will redevelop the one million square foot regional mall in Owings Mills, Maryland.  Kimco purchased the 50% interest for $16.4 million which was paid directly to GGP and not contributed into the Owings Mills Joint Venture.  GGP recognized a $2.1 million gain as a result of the partial sale. GGP will account for Owings Mills using the equity method of accounting as we share control over major decisions and Kimco has substantive participating rights.

On September 19, 2011, we contributed St. Louis Galleria, a wholly-owned regional mall located in St. Louis, Missouri, into a newly formed joint venture, GGP-CPP Venture, LP (“GGP-CPP”) which was formed with the Canada Pension Plan Investment Board (“CPP”).  CPPIB contributed approximately $83 million of cash into GGP-CPP.  GGP-CPP used the cash to purchase Plaza Frontenac, a regional mall located in Frontenac, Missouri, a suburb of St. Louis.  In exchange for our contribution of St. Louis Galleria, we received a 55% economic interest in Plaza Frontenac and a 74% economic interest in St. Louis Galleria.  GGP is the general partner in GGP-CPP; however, because we share control over major decisions with CPP and CPP has substantive participating rights, we will account for GGP-CPP under the equity method of accounting.  No gain or loss was recorded upon the contribution of St. Louis Galleria to GGP-CPP as no cash was received in exchange for the contribution.

In June 2011, we closed on a transaction with a third party in which we sold our ownership share of Superstition Springs Center and Arrowhead Towne Center, both located in Phoenix, Arizona for $120.0 million, which consisted of a sales price of $168.0 million less $48.0 million of debt assumed by the third party.  In exchange we received six big-box anchor locations in Arizona, California, Illinois and Utah previously owned by the third party and $75.0 million in cash. The transaction was treated as a non-monetary exchange that resulted in a minimal gain.

In addition, we transferred eight consolidated properties to the lender in lieu of debt, which resulted in a $406.5 million reduction in mortgage notes payable.

Acquisition Method of Accounting Adjustments on the Effective Date

The structure of the Plan Sponsors’ investments triggered the acquisition method of accounting, as the Plan and consummation of the Investment Agreements and the Texas Teachers Investment Agreement constituted a business combination. New GGP, Inc. was the acquirer that obtained control as it obtained all of the common stock of the Predecessor (a business for purposes of applying the acquisition method of accounting) in exchange for issuing its stock to the Predecessor common stockholders on a one-for-one basis (excluding fractional shares). The acquisition method of accounting was applied at the Effective Date and, therefore, the Successor’s balance sheet as of December 31, 2010 and statements of operations, cash flows and equity for the period November 10, 2010 through December 31, 2010 reflects the revaluation of the Predecessor’s assets and liabilities to fair value as of the Effective Date.  The acquisition method of accounting has been applied to the assets and liabilities of the Successor to reflect the acquisition of the Predecessor by the Successor as part of the Plan. The acquisition method of accounting adjustments recorded on the Effective Date reflect the allocation of the estimated purchase price as presented in the table below. Such adjustments reflect the amounts required to adjust the carrying values of our assets and liabilities, after giving effect to the transactions pursuant to the Plan and the distribution of HHC, to the fair values of such remaining assets and liabilities and redeemable noncontrolling interests, with the offset to common equity, as provided by the acquisition method of accounting.  Accordingly, the accompanying financial statements have been prepared in conformity with ASC 852-10, Reorganizations, and ASC 805-10, Business Combinations, for the Successor as a new entity including assets, liabilities and a capital structure with carrying values not comparable with prior periods.

Purchase Price Allocation

(in thousands)

		November 9, 2010
Sources of funds		$	6,761,250
Plus: Existing GGP common equity *		4,446,691
Plus: Assumed liabilities
Fair value of mortgages, notes and loans payable		18,834,033
Deferred tax liabilities		39,113
Accounts payable and accrued expenses:
Below-market tenant leases	988,018
HHC tax indemnity	303,750
Accounts payable to affiliates	221,986
Accrued payroll and bonus	225,811
Accounts payable	304,794
Real estate tax payable	107,621
Uncertain tax position liability	20,247
Above-market ground leases	9,839
Other accounts payable and accrued expenses	478,293
Total accounts payable and accrued expenses		2,660,359
Total assumed liabilities		21,533,505
Plus: Total redeemable noncontrolling interests		220,842
Plus: Noncontrolling interests in consolidated real estate affiliates		102,171
Total purchase price		$	33,064,459
Land		$	4,858,396
Buildings and equipment:
Buildings and equipment	18,717,983
In-place leases	603,697
Lease commissions and costs	1,403,924
Total buildings and equipment		20,725,604
Developments in progress		137,055
Investment in and loans to/from Unconsolidated Real Estate Affiliates		3,184,739
Cash and cash equivalents		1,537,599
Accounts and notes receivable, net		129,439
Deferred expenses:
Lease commissions	154,550
Capitalized legal/marketing costs	26,757
Total deferred expenses		181,307
Prepaid expenses and other assets:
Above-market tenant leases	1,634,332
Below-market ground leases	259,356
Security and escrow deposits	153,294
Prepaid expenses	49,018
Real estate tax stabilization agreement	111,506
Deferred tax assets	10,576
Other	92,238
Total prepaid expenses and other assets		2,310,320
Total fair value of assets		$	33,064,459

* outstanding Old GGP common stock on the Effective Date at a value of $14 per share.

The purchase price for purposes of the application of the acquisition method of accounting was calculated using the equity contributions of the Plan Sponsors, Blackstone and Texas Teachers and a $14.00 per share value of the common stock of New GGP, Inc. issued to the equity holders of the Predecessor plus the assumed liabilities of GGP, Inc. (at fair value).  The $14.00 per share value of the common stock of GGP, Inc. reflects the “when issued” closing price of New GGP, Inc. common stock on the Effective Date. Such calculation yields a purchase price of approximately $33.1 billion. The aggregate fair value of the assets and liabilities of New GGP, Inc., after the distribution of HHC pursuant to the Plan, were computed using estimates of future cash flows and other valuation techniques, including estimated discount and capitalization rates, and such estimates and techniques were also used to allocate the purchase price of acquired property between land, buildings, equipment, tenant improvements and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases.   Elements of the Predecessor’s working capital have been reflected at current carrying amounts as such short-term items are assumed to be settled in cash within 12 months at such values.

The fair values of tangible assets are determined on an ‘‘if vacant’’ basis. The ‘‘if vacant’’ fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the ‘‘if vacant’’ value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value. We believe that the most influential assumption in the estimation of value based on the income approach is the assumed discount rate and an average one half of one percent change in the aggregate discount rates applied to our estimates of future cash flows would result in an approximate 3.5 percent change in the aggregate estimated value of our real estate investments.  With respect to developments in progress, the fair value of such projects approximated the carrying value.

The estimated fair value of in-place tenant leases includes lease origination costs (the costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to the current occupancy level. Such estimate includes the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant.

Intangible assets and liabilities were calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. Above-market and below-market tenant and ground lease values were valued (using an interest rate which reflects the risks associated with the leases acquired) based on the difference between the contractual amounts to be received or paid pursuant to the leases and our estimate of fair market lease rates for the corresponding leases, measured over a period equal to the remaining non-cancelable term of the leases, including below market renewal options. The variance between contract rent versus prevailing market rent is projected to expiration for each particular tenant and discounted back to the date of acquisition. Significant assumptions used in determining the fair value of leasehold assets and liabilities include: (1) the market rental rate, (2) market reimbursements, (3) the market rent growth rate and (4) discount rates. Above and below-market lease values are amortized over the remaining non-cancelable terms of the respective leases (approximately five years for tenant leases and approximately 50 years for ground leases). The remaining term of leases with lease renewal options with terms significantly below (25% or more discount to the assumed market rate of the tenant’s space at the time the renewal option is to apply) market reflect the assumed exercise of such renewal options and assume the amortization period would coincide with the extended lease term. Due to existing contacts and relationships with tenants at our currently owned properties and that there was no significant perceived difference in the renewal probability of a tenant based on such relationship, no significant value has been ascribed to the tenant relationships at the properties.

Less than 1% of our leases contain renewal options exercisable by our tenants. In estimating the fair value of the related below market lease liability, we assumed that tenants with renewal options would exercise this option if the renewal rate was at least 25% below the estimated market rate at the time of renewal. We have utilized this assumption, which we believe to be reasonable, because we believe that such a discount would be compelling and that tenants would elect to renew their leases under such favorable terms. We believe that at a discount of less than 25%, the tenant also considers qualitative factors in deciding whether to renew a below-market lease and, accordingly, renewal can not be assumed. In cases where we have assumed renewal of the below-market lease, we have used the terms of the leases, as renewed, including any below market renewal options, to amortize the calculated below-market lease intangible. If we had used a discount to estimated market rates of 10% rather than 25%, there would not have been a material change in the below-market lease intangible or the amortization of such intangible.

With respect to our investments in the Unconsolidated Real Estate Affiliates, our fair value reflects the fair value of the property held by such affiliate, as computed in a similar fashion to our majority owned properties. Such fair values have been adjusted for the consideration of our ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. We estimated the fair value of debt based on quoted market prices for publicly-traded debt, recent financing transactions (which may not be comparable), estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, the current LIBOR and U.S. treasury obligation interest rates, and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate such amounts. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities:

	Gross Asset (Liability)			Accumulated (Amortization)/ Accretion			Net Carrying Amount
				(In thousands)
As of December 31, 2011
Tenant leases:
In-place value	$	1,252,484		$	(391,605	)	$	860,879
Above-market	1,478,798			(315,044		)	1,163,754
Below-market	(819,056		)	184,254			(634,802		)
Ground leases:
Above-market	(9,839		)	439			(9,400		)
Below-market	204,432			(6,202		)	198,230
Real estate tax stabilization agreement	111,506			(7,211		)	104,295
As of December 31, 2010
Tenant leases:
In-place value	$	1,342,036		$	(56,568	)	$	1,285,468
Above-market	1,561,925			(43,032		)	1,518,893
Below-market	(959,115		)	26,804			(932,311		)
Building leases:
Below-market	15,268			(242		)	15,026
Ground leases:
Above-market	(9,839		)	55			(9,784		)
Below-market	256,758			(904		)	255,854
Real estate tax stabilization agreement	111,506			(899		)	110,607

The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets.  The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets; the below-market tenant leases and above-market ground leases are included in accounts payable and accrued expenses (Note 15) in our Consolidated Balance Sheets.

Amortization/accretion of these intangibles had the following effects on our loss from continuing operations:

	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
	(In thousands)
Amortization/accretion effect on continuing operations	$	(489,873	)	$	(65,579	)	$	(34,678	)	$	(43,525	)

Future amortization is estimated to decrease net income by approximately $420.6 million in 2012, $336.8 million in 2013, $285.7 million in 2014, $243.2 million in 2015 and $202.6 million in 2016.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2011

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 16 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        Components of accumulated other comprehensive income (loss) as of December 31, 2011 and 2010 are as follows:

	December 31, 2011			December 31, 2010
	(in thousands)
Net unrealized (losses) gains on financial instruments	$	—		$	129
Foreign currency translation		(48,545	)		75
Unrealized gains (losses) on available-for-sale securities		263			(32	)
	$	(48,282	)	$	172

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EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2011

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 12       EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding.  Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares.  The dilutive effect of the Warrants are computed using the “if-converted” method and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), is computed using the “treasury” method.

All options were anti-dilutive for all periods presented because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.  In addition, potentially dilutive shares of 40,781,905 related to the Warrants for the year ended December 31, 2010, have been excluded from the denominator in the computation of diluted EPS because they are also anti-dilutive.  Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of GGPLP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS.

Information related to our EPS calculations is summarized as follows:

	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
	Basic and Diluted			Basic and Diluted			Basic and Diluted			Basic and Diluted
	(In thousands)
Numerators - Basic:
Loss from continuing operations	$	(279,788	)	$	(249,079	)	$	(635,341	)	$	(523,441	)
Allocation to noncontrolling interests	(6,331		)	1,843			13,572			19,911
Loss from continuing operations - net of noncontrolling interests	(286,119		)	(247,236		)	(621,769		)	(503,530		)
Discontinued operations	(27,093		)	(7,005		)	(577,067		)	(781,275		)
Allocation to noncontrolling interests	40			25			13,078			116
Discontinued operations - net of noncontrolling interests	(27,053		)	(6,980		)	(563,989		)	(781,159		)
Net (loss) income	(306,881		)	(256,084		)	(1,212,408		)	(1,304,716		)
Allocation to noncontrolling interests	(6,291		)	1,868			26,650			20,027
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Numerators - Diluted:
Loss from continuing operations - net of noncontrolling interests	$	(286,119	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted loss from continuing operations	$	(341,161	)	$	(247,236	)	$	(621,769	)	$	(503,530	)
Net loss attributable to common stockholders	$	(313,172	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Exclusion of warrant adjustment	(55,042		)	—			—			—
Diluted net loss attributable to common stockholders	$	(368,214	)	$	(254,216	)	$	(1,185,758	)	$	(1,284,689	)
Denominators:
Weighted average number of common shares outstanding - basic	943,669			945,248			316,918			311,993
Effect of dilutive securities	37,467			—			—			—
Weighted average number of common shares outstanding - diluted	981,136			945,248			316,918			311,993

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OTHER LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Accounts payable and accrued expenses
Accrued interest	$ 196,536	$ 143,856
Accounts payable and accrued expenses	164,139	264,578
Accrued real estate taxes	77,722	75,137
Accrued payroll and other employee liabilities	77,231	176,810
Construction payable	69,291	85,724
Deferred gains/income	65,174	60,808
Tenant and other deposits	19,336	19,109
Insurance reserve liability	17,796	17,381
Conditional asset retirement obligation liability	16,596	16,637
Capital lease obligations	12,774	12,998
Uncertain tax position liability	6,847	8,356
Other	73,923	79,866
Total accounts payable and accrued expenses	1,445,738	1,893,571
Below-market tenant leases net
OTHER LIABILITIES
Net carrying amount	634,802	932,311
Above-market office lessee leases net
OTHER LIABILITIES
Net carrying amount	$ 13,571

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INCOME TAXES

12 Months Ended

Dec. 31, 2011

INCOME TAXES

INCOME TAXES

NOTE 8INCOME TAXES

We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code.  We intend to maintain REIT status.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute 100% of capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests.

As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income.  Generally, we are currently open to audit by the Internal Revenue Service for the years ending December 31, 2007 through 2011 and are open to audit by state taxing authorities for years ending December 31, 2006 through 2011.  Two of the Predecessor’s taxable REIT subsidiaries distributed as part of HHC were subject to IRS audit for the years ended December 31, 2007 and 2008.  On February 9, 2011, the two taxable REIT subsidiaries received statutory notices of deficiency (“90-day letters”) seeking $144.1 million in additional tax.  The two taxable REIT subsidiaries filed petitions in the U.S. Tax Court on May 6, 2011 and the government filed answers on July 6, 2011.  It is the Predecessor’s position that the tax law in question has been properly applied and reflected in the 2007 and 2008 returns for these two taxable REIT subsidiaries.  However, as the result of the IRS’ position, the Predecessor previously provided appropriate levels for the additional taxes sought by the IRS, through its uncertain tax position liability or deferred tax liabilities.  Although the Predecessor believes the tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns.

In the opinion of management, the Predecessor has made adequate tax provisions for the years subject to examination.

Based on our assessment of the expected outcome of examinations that are in process or may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, we do not expect that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2011 during the next twelve months.

As a result of the emergence transactions, the Predecessor and its subsidiaries did experience an ownership change as defined under section 382 of the Internal Revenue Code which will limit its use of certain tax attributes.    As such, there are valuation allowances placed on deferred tax assets where appropriate.   Most of the attributes of the Predecessor were either used in effecting the reorganization or transferred to HHC.  Remaining attributes subject to limitation under Section 382 are not material.

The provision for (benefit from) income taxes for the year ended December 31, 2011, the period from November 10 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009 were as follows:

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Current	$	11,548		$	141		$	(6,449	)	$	(7,108	)
Deferred	(2,825		)	(9,133		)	(54,513		)	12,801
Total from Continuing Operations	8,723			(8,992		)	(60,692		)	5,693
Current	634			(2,676		)	(28,791		)	(8,335		)
Deferred	—			2,777			(443,379		)	(11,968		)
Total from Discontinued Operations	634			101			(472,170		)	(20,303		)
Total	$	9,357		$	(8,891	)	$	(533,132	)	$	(14,610	)

The distribution of assets from the Predecessor in the formation of HHC significantly changed the Successor’s exposure to income taxes.  The majority of taxable activities within the Predecessor were distributed in the formation of HHC with relatively insignificant taxable activities remaining with the Successor.  The vast majority of the Successor’s activities are conducted within the REIT structure.  REIT earnings are generally not subject to federal income taxes.  As such, the Successor’s provision for (benefit from) income taxes is not a material item in its financial statements.

Total provision for (benefit from) income taxes computed for continuing and discontinued operations by applying the Federal corporate tax rate for the year ended December 31, 2011, the period from November 10 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009 were as follows:

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Tax at statutory rate on earnings from continuing operations before income taxes	$	(109,050	)	$	(90,011	)	$	(225,959	)	$	(175,138	)
Increase (decrease) in valuation allowances, net	(497		)	1,491			(24,608		)	22,479
State income taxes, net of Federal income tax benefit	5,488			576			2,956			3,045
Tax at statutory rate on REIT earnings not subject to Federal income taxes	111,748			90,832			228,399			155,450
Tax expense (benefit) from change in tax rates, prior period adjustments and other permanent differences	3,076			95			1,792			954
Tax expense (benefit) from discontinued operations	101			18			(472,676		)	(21,180		)
Uncertain tax position expense, excluding interest	(1,185		)	(8,856		)	(34,560		)	866
Uncertain tax position interest, net of federal income tax benefit and other	(324		)	(3,036		)	(8,476		)	(1,086		)
Provision for (benefit from) income taxes	$	9,357		(8,891		)	(533,132		)	(14,610		)

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods.  Our TRS net operating loss carryforwards are currently scheduled to expire in subsequent years through 2031.   All of the REIT net operating loss carryforward amounts are subject to annual limitations under Section 382 of the Code, although it is not expected that there will be a significant impact as they are expected to be utilized against pre-tax income.

The amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes for our TRS’s are as follows:

	Amount		Expiration Dates
	(In thousands)
Net operating loss carryforwards - State	$	25,944	2012-2031
Capital loss carryforwards	6,638		2015

Each TRS and certain REIT entities subject to state income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities.  As of December 31, 2011, we had gross deferred tax assets totaling $21.6 million, of which a valuation allowance of $17.0 million has been established against certain deferred tax assets, and gross deferred tax liabilities of $29.2 million.  Net deferred tax assets (liabilities) are summarized as follows:

	2011			2010
	(In thousands)
Total deferred tax assets	$	21,574		$	27,998
Valuation allowance	(16,996		)	(17,493		)
Net deferred tax assets	4,578			10,505
Total deferred tax liabilities	(29,220		)	(36,463		)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

Due to the uncertainty of the realization of certain tax carryforwards, we have established valuation allowances on those deferred tax assets that we do not reasonably expect to realize. Deferred tax assets that we believe have only a remote possibility of realization have not been recorded.

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities as of December 31, 2011 and December 31, 2010 are summarized as follows:

	2011			2010
	(In thousands)
Operating loss and tax credit carryforwards	$	5,489		$	16,074
REIT deferred state tax liability	—			(9,653		)
Other TRS Property, primarily differences in basis of assets and liabilities	(13,135		)	(14,886		)
Valuation allowance	(16,996		)	(17,493		)
Net deferred tax liabilities	$	(24,642	)	$	(25,958	)

We had unrecognized tax benefits recorded pursuant to uncertain tax positions of $6.1 million as of December 31, 2011, excluding interest, all of which would impact our effective tax rate.  Accrued interest related to these unrecognized tax benefits amounted to $0.7 million as of December 31, 2011.   The Successor had unrecognized tax benefits recorded pursuant to uncertain tax positions of $7.2 million as of December 31, 2010, excluding interest, all of which would impact our effective tax rate.  Accrued interest related to these unrecognized tax benefits amounted to $1.1 million as of December 31, 2010.

During the period ended November 9, 2010 and the year ended December 31, 2009 the Predecessor recognized previously unrecognized tax benefits, excluding accrued interest, of $72.9 million and $(6.2) million, respectively. The recognition of the previously unrecognized tax benefits resulted in the reduction of interest expense accrued related to these amounts.

	Successor						Predecessor
	Year Ended December 31, 2011			Period from November 10 through December 31, 2010			Period from January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
	(In thousands)
Unrecognized tax benefits, opening balance	$	7,235		$	16,090		$	103,975		$	112,915
Gross increases - tax positions in prior period	—			—			3,671			41
Gross increases - tax positions in current period	1,907			—			69,216			6,969
Gross decreases - tax positions in prior period	—			—			—			(15,950		)
Lapse of statute of limitations	(944		)	(8,855		)	(35,117		)	—
Gross decreases - other (1)	(2,145		)	—			(125,291		)	—
Gross decreases - tax positions in current period	—			—			(364		)	—
Unrecognized tax benefits, ending balance	$	6,053		$	7,235		$	16,090		$	103,975

(1)  An uncertain tax position related to the difference between the income tax method of accounting that was used and the financial statement method of accounting for prior sales of land related to the Predecessor’s Master Planned Communities business.

Based on the Successor’s assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at December 31, 2011, although such change would not be material to the 2012 financial statements.

Earnings and profits, which determine the taxability of dividends to stockholders, differ from net income reported for financial reporting purposes due to differences for Federal income tax reporting purposes in, among other things, estimated useful lives, depreciable basis of properties and permanent and temporary differences on the inclusion or deductibility of elements of income and deductibility of expense for such purposes.

Distributions paid on our common stock and their tax status, as sent to our shareholders, is presented in the following table.  The tax status of GGP distributions in 2011, 2010 and 2009 may not be indicative of future periods.

	Successor				Predecessor
	Year Ended December 31, 2011		Period from November 10 through December 31, 2010		Year Ended December 31, 2009
	(In thousands)
Oridinary income	$	0.303	$	—	$	0.103
Return of capital	—		—		—
Qualified dividends	—		0.244		—
Capital gain distributions	0.296		0.136		0.087
Distributions per share	$	0.599	$	0.380	$	0.190

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES (Details 3) (Predecessor, USD $) In Thousands, except Per Share data, unless otherwise specified	0 Months Ended
	Nov. 09, 2010 M Y
Purchase Price Allocation
Sources of funds	$ 6,761,250
Plus: Existing GGP common equity	4,446,691
Plus: Assumed liabilities
Fair value of mortgages, notes and loans payable	18,834,033
Deferred tax liabilities	39,113
Accounts payable and accrued expenses:
Below-market tenant leases	988,018
THHC tax indemnity	303,750
Accounts payable to affiliates	221,986
Accrued payroll and bonus	225,811
Accounts payable	304,794
Real estate tax payable	107,621
Uncertain tax position liability	20,247
Above-market ground leases	9,839
Other accounts payable and accrued expenses	478,293
Total accounts payable and accrued expenses	2,660,359
Total assumed liabilities	21,533,505
Plus: Total redeemable noncontrolling interests	220,842
Plus: Noncontrolling interests in consolidated real estate affiliates	102,171
Total purchase price	33,064,459
Land	4,858,396
Buildings and equipment:
Buildings and equipment	18,717,983
In-place leases	603,697
Lease commissions and costs	1,403,924
Total buildings and equipment	20,725,604
Developments in progress	137,055
Investment in and loans to/from Unconsolidated Real Estate Affiliates	3,184,739
Cash and cash equivalents	1,537,599
Accounts and notes receivable, net	129,439
Deferred expenses, net:
Lease commissions	154,550
Capitalized legal / marketing costs	26,757
Total deferred expenses, net	181,307
Prepaid expenses and other assets:
Above-market tenant leases	1,634,332
Below-market ground leases	259,356
Security and escrow deposits	153,294
Prepaid expenses	49,018
Real estate tax stabilization agreement	111,506
Deferred tax assets	10,576
Other	92,238
Total prepaid expenses and other assets	2,310,320
Total fair value of assets	$ 33,064,459
Closing stock price (in dollars per share)	$ 14
Common stock value per share	$ 14
Settlement period for short-term items in cash (in months)	12
Change in discount rate used in estimates of future cash flows (as a percent)	0.50%
Change in estimated value of real estate investments (as a percent)	3.50%
Non-cancelable remaining terms of tenant leases	5
Non-cancelable remaining terms of ground leases	50
Discount to estimated market rates at which no material change in below-market lease intangible (as a percent)	10.00%
Reference rate	LIBOR
Maximum
Prepaid expenses and other assets:
Time period for evaluating in-place tenant leases occupancy level	1 year
Leases containing renewal option (as a percent)	1.00%
Discount rate below which renewal is not assumed (as a percent)	25.00%
Minimum
Prepaid expenses and other assets:
Discount rate applied to assumed market rate at the time of renewal option (as a percent)	25.00%
Percentage of renewal rate below estimated market rate at which tenants would exercise lease renewal options	25.00%

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UNCONSOLIDATED REAL ESTATE AFFILIATES

12 Months Ended

Dec. 31, 2011

UNCONSOLIDATED REAL ESTATE AFFILIATES.

UNCONSOLIDATED REAL ESTATE AFFILIATES

NOTE 6 UNCONSOLIDATED REAL ESTATE AFFILIATES

        The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method.

        In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. Such Retained Debt totaled $130.6 million as of December 31, 2011 and $155.6 million as of December 31, 2010, and has been reflected as a reduction in our investment in Unconsolidated Real Estate Affiliates. We are obligated to contribute funds to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of December 31, 2011, we do not anticipate an inability to perform on our obligations with respect to such Retained Debt.

        Indebtedness secured by our Unconsolidated Properties was $5.80 billion as of December 31, 2011 and $6.02 billion as of December 31, 2010. Our proportionate share of such debt was $2.78 billion as of December 31, 2011 and $2.67 billion as of December 31, 2010, including Retained Debt. There can be no assurance that the Unconsolidated Properties 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.

        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"). Although we did not sell any of our Aliansce shares in 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. We continue to apply the equity method of accounting to our ownership interest in Aliansce. As an equity method investor, we accounted for the shares issued by Aliansce as if we had sold a proportionate share of our investment at the issuance price per share of the Aliansce IPO. Accordingly, the Predecessor recognized a gain of $9.7 million for the period from January 1, 2010 through November 9, 2010, which is reflected in equity in income (loss) of Unconsolidated Real Estate Affiliates.

Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates

        Following is summarized financial information for our Unconsolidated Real Estate Affiliates. Certain 2010 and 2009 amounts have been reclassified to conform to the 2011 presentation as a result of discontinued operations.

	December 31, 2011			December 31, 2010
	(In thousands)
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates
Assets:
Land	$	953,603		$	893,769
Buildings and equipment		7,906,346			7,810,685
Less accumulated depreciation		(1,950,860	)		(1,808,819	)
Developments in progress		99,352			56,714
Net property and equipment		7,008,441			6,952,349
Investment in unconsolidated joint ventures		758,372			630,212
Net investment in real estate		7,766,813			7,582,561
Cash and cash equivalents		387,549			421,206
Accounts and notes receivable, net		162,822			148,059
Deferred expenses, net		250,865			196,809
Prepaid expenses and other assets		143,021			116,926
Assets held for disposition		—			94,336
Total assets	$	8,711,070		$	8,559,897
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	$	5,790,509		$	5,891,224
Accounts payable, accrued expenses and other liabilities		446,462			361,721
Liabilities on assets held for disposition		—			143,517
Owners' equity		2,474,099			2,163,435
Total liabilities and owners' equity	$	8,711,070		$	8,559,897
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	2,474,099		$	2,163,435
Less joint venture partners' equity		(1,417,682	)		(2,006,460	)
Capital or basis differences and loans		1,996,556			2,996,723
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,052,973		$	3,153,698

	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
	(In thousands)
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	723,121		$	101,266		$	585,791			666,577
Tenant recoveries		297,530			41,610			245,102			300,844
Overage rents		26,736			6,502			9,103			13,172
Management and other fees		16,346			1,217			15,592			9,802
Other		52,721			8,491			21,414			28,631
Total revenues		1,116,454			159,086			877,002			1,019,026
Expenses:
Real estate taxes		98,738			11,971			73,830			91,537
Property maintenance costs		40,293			7,309			31,882			36,364
Marketing		17,791			5,215			10,894			14,543
Other property operating costs		162,572			23,052			130,621			160,777
Provision for doubtful accounts		6,826			(471	)		5,287			10,781
Property management and other costs		46,935			7,576			40,409			51,369
General and administrative		29,062			2,491			36,034			11,637
Provisions for impairment		—			—			881			18,046
Depreciation and amortization		267,369			36,225			211,725			240,044
Total expenses		669,586			93,368			541,563			635,098
Operating income		446,868			65,718			335,439			383,928
Interest income		18,355			2,309			17,932			5,488
Interest expense		(350,716	)		(47,725	)		(271,476	)		(293,852	)
(Provision for) benefit from for income taxes		(794	)		(179	)		66			(1,673	)
Equity in income of unconsolidated joint ventures		54,207			9,526			43,479			61,730
Income from continuing operations		167,920			29,649			125,440			155,621
Discontinued operations		165,323			219			50,757			(61,503	)
Allocation to noncontrolling interests		(3,741	)		111			964			(3,453	)
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Equity In (Loss) Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Joint venture partners' share of income		(181,213	)		(17,878	)		(67,845	)		(26,320	)
Amortization of capital or basis differences		(145,391	)		(12,605	)		(61,302	)		(59,710	)
Gain on Aliansce IPO		—			—			9,718			—
Loss on Highland Mall conveyance		—			—			(29,668	)		—
Discontinued operations		—			—			(6,207	)		28,208
Equity in income (loss) of Unconsolidated Real Estate Affiliates	$	2,898		$	(504	)	$	21,857		$	32,843

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MORTGAGES, NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2011

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 7MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows (see Note 18 for the maturities of our long term commitments, and note that the table below 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.):

	December 31,		December 31,
	2011		2010
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	13,091,080	$	13,687,452
Corporate and other unsecured term loans	1,704,290		1,728,625
Total fixed-rate debt	14,795,370		15,416,077
Variable-rate debt:
Collateralized mortgages, notes and loans payable	2,347,644		2,425,680
Total Mortgages, notes and loans payable	$	17,143,014	$	17,841,757
Variable-rate debt:
Junior Subordinated Notes	$	206,200	$	206,200

The weighted-average interest rate excluding the effects of deferred finance costs, on our collateralized mortgages, notes and loans payable was 5.13% at December 31, 2011 and 5.24% at December 31, 2010.  The weighted average interest rate, on the remaining corporate unsecured fixed and variable rate debt and the revolving credit facility was 6.18% at December 31, 2011.

We are not aware of any instance of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of December 31, 2011.

During the year ended December 31, 2011, we or our Unconsolidated Real Estate Affiliates refinanced the mortgage notes on 20 Consolidated and Unconsolidated regional malls representing $3.24 billion of new mortgage notes at our proportionate share.  These 20 new fixed-rate mortgage notes have a weighted average term of 10.16 years and generated cash proceeds in excess of in-place financing of approximately $619 million to GGP.  We have also been able to lower the weighted average interest rate of these 20 mortgage notes from 5.83% to 5.06%, while lengthening the term by approximately seven years over the remaining term previously in place.

Collateralized Mortgages, Notes and Loans Payable

As of December 31, 2011, $22.67 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Certain of these secured loans, representing $2.92 billion of debt, are cross-collateralized with other properties.  Although a majority of the $15.44 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $2.49 billion of such mortgages, notes and loans payable are recourse due to guarantees or other security provisions for the benefit of the note holder.  In addition, certain mortgage loans contain other credit enhancement provisions (primarily master leases for all or a portion of the property) which have been provided by GGP.  Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

Corporate and Other Unsecured Loans

We have certain unsecured debt obligations, the terms of which are described below.  As the result of a consensual agreement reached in the third quarter of 2010 with lenders of certain of our corporate debt, we recognized $83.7 million of additional interest expense for the period January1, 2010 through November 9, 2010.  The results of the Plan treatment for each of these obligations is also described below.

GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006.  The Trust also issued $6.2 million of Common Securities to GGPLP.  The Trust used the proceeds from the sale of the TRUPS and Common Securities to purchase $206.2 million of floating rate Junior Subordinated Notes of GGPLP due 2041.  Distributions on the TRUPS are equal to LIBOR plus 1.45%.  Distributions are cumulative and accrue from the date of original issuance.  The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of the Junior Subordinated Notes.  The Junior Subordinated Notes bear interest at LIBOR plus 1.45%. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes.  As a result, we have recorded the Junior Subordinated Notes as Mortgages, Notes and Loans Payable and our common equity interest in the Trust as Prepaid Expenses and Other Assets in our Consolidated Balance Sheets at December 31, 2011 and 2010.  The Plan provided for reinstatement of the TRUPS.

We have publicly-traded unsecured bonds of $1.65 billion outstanding as of December 31, 2011 and December 31, 2010.  Such bonds have maturity dates from September 2012 through November 2015 and interest rates ranging from 5.38% to 7.20%.  The bonds have covenants, including ratios of secured debt to gross assets and total debt to total gross assets. We expect to repay the $349.5 million of bonds that are due in September 2012.

In connection with the consummation of the Plan, we entered into a revolving credit facility (the “Facility”) providing for revolving loans of up to $300 million, none of which was used to consummate the Plan.  On February 25, 2011, we amended the Facility to provide for loans up to approximately $720 million and, under certain circumstances, up to $1 billion. On April 11, 2011, we further amended the Facility to provide for loans up to $750 million retaining the right, in certain circumstances, to borrow up to $1 billion.  The Facility is scheduled to mature three years from the Effective Date and the Facility is guaranteed by certain of our subsidiaries and secured by (i) first lien mortgages on certain properties, (ii) first-lien pledges of equity interests in certain of our subsidiaries and (iii) various additional collateral.

No amounts have been drawn on the Facility.  Borrowings under the Facility bear interest at a rate equal to LIBOR plus 4.5%.  The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required to maintain a maximum net debt to value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio and we are not aware of any non-compliance with such covenants as of December 31, 2011.

Letters of Credit and Surety Bonds

We had outstanding letters of credit and surety bonds of $19.1 million as of December 31, 2011 and $41.8 million as of December 31, 2010.  These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

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WARRANT LIABILITY

12 Months Ended

Dec. 31, 2011

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 9 WARRANT LIABILITY

        Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued, on the Effective Date, 120 million warrants (the "Warrants") to purchase common stock of GGP. Below is a summary of the Warrants received by the Plan Sponsors and Blackstone.

Warrant Holder	Number of Warrants		Exercise Price
Brookfield Investor		57,500,000	$	10.75
Blackstone—B		2,500,000		10.75
Fairholme		41,070,000		10.50
Pershing Square		16,430,000		10.50
Blackstone—A		2,500,000		10.50
		120,000,000

        The Warrants were fully vested upon issuance and the exercise prices are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. As a result of these investment provisions, as of the record date of our common stock dividends, the number of shares issuable upon exercise of the outstanding Warrants was increased as follows:

			Exercise Price
Record Date	Issuable Shares		Brookfield Investor and Blackstone		Fairholme, Pershing Square and Blackstone
December 30, 2010		123,144,000	$	10.48	$	10.23
April 15, 2011		123,960,000		10.41		10.16
July 15, 2011		124,704,000		10.34		10.10
December 30, 2011		131,748,000		9.79		9.56

        As a result of the RPI distribution, the exercise price of the Warrants were adjusted by $0.3943 for the Brookfield Investor and Blackstone and by $0.3852 for the Fairholme, Pershing Square and Blackstone, on the record date of December 30, 2011, and the total number of issuable shares was 131,748,000.

        Each GGP Warrant has a term of seven years and expires on November 9, 2017. The Brookfield Investor Warrants and the Blackstone (A and B) Investor Warrants are immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants will be exercisable (for the initial 6.5 years from the Effective Date) only upon 90 days prior notice. No Warrants were exercised during the year ended December 31, 2011.

        The estimated fair value of the Warrants was $986.0 million on December 31, 2011 and $1.04 billion on December 31, 2010 and is recorded as a liability as the holders of the Warrants could require GGP to settle such warrants in cash in the circumstance of a subsequent change of control. Subsequent to the Effective Date, changes in the fair value of the Warrants have been and will continue to be recognized in earnings. The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price and Level 3 inputs (Note 3). The following table summarizes the estimated fair value of the Warrants and significant assumptions used in the valuation as of December 31, 2011 and December 31, 2010:

	December 31, 2011			December 31, 2010
	(Dollars in thousands, except for share amounts)
Warrant liability	$	985,962		$	1,041,004
GGP stock price per share	$	15.02		$	15.48
Implied volatility		37	%		38	%
Warrant term		5.86			6.86

        The following table summarizes the change in fair value of the Warrant liability which is measured on a recurring basis:

	(In thousands)
Balance at November 10, 2010	$	835,752
Warrant liability adjustment		205,252
Balance at December 31, 2010		1,041,004
Warrant liability adjustment		(55,042	)
Balance at December 31, 2011	$	985,962

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Nov. 10, 2010	Nov. 09, 2010	Dec. 31, 2009	Dec. 31, 2008
Assets:
Land	$ 4,623,944	$ 4,722,674
Buildings and equipment	19,837,750	20,300,355
Less accumulated depreciation	(974,185)	(129,794)
Developments in progress	135,807	117,137
Net property and equipment	23,623,316	25,010,372
Net investment in real estate	26,676,289	28,164,070
Cash and cash equivalents	572,872	1,021,311	1,537,599	1,537,599	654,396	168,993
Accounts and notes receivable, net	218,749	114,099
Deferred expenses, net	170,012	175,669
Prepaid expenses and other assets	1,805,535	2,300,452
Assets held for disposition	74,694	591,778
Total assets	29,518,151	32,367,379
Liabilities and Owner's Equity:
Mortgages, notes and loans payable	17,143,014	17,841,757
Liabilities held for disposition	74,795	592,122
Owner's equity	8,579,345	10,181,749	10,137,088
Total liabilities and equity	29,518,151	32,367,379
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owner's equity	8,579,345	10,181,749	10,137,088
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net	3,052,973	3,153,698
Unconsolidated
Assets:
Land	953,603	893,769
Buildings and equipment	7,906,346	7,810,685
Less accumulated depreciation	(1,950,860)	(1,808,819)
Developments in progress	99,352	56,714
Net property and equipment	7,008,441	6,952,349
Investment in unconsolidated joint ventures	758,372	630,212
Net investment in real estate	7,766,813	7,582,561
Cash and cash equivalents	387,549	421,206
Accounts and notes receivable, net	162,822	148,059
Deferred expenses, net	250,865	196,809
Prepaid expenses and other assets	143,021	116,926
Assets held for disposition		94,336
Total assets	8,711,070	8,559,897
Liabilities and Owner's Equity:
Mortgages, notes and loans payable	5,790,509	5,891,224
Accounts payable, accrued expenses and other liabilities	446,462	361,721
Liabilities held for disposition		143,517
Owner's equity	2,474,099	2,163,435
Total liabilities and equity	8,711,070	8,559,897
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owner's equity	2,474,099	2,163,435
Less joint venture partners' equity	(1,417,682)	(2,006,460)
Capital or basis differences and loans	$ 1,996,556	$ 2,996,723

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Net unrealized (losses) gains on financial instruments		$ 129
Foreign currency translation	(48,545)	75
Unrealized gains (losses) on available-for-sale securities	263	(32)
Accumulated other comprehensive income (loss)	$ (47,773)	$ 172

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MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $)			12 Months Ended			10 Months Ended			12 Months Ended		12 Months Ended				12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 GGP Capital Trust I	Dec. 31, 2011 Collateralized mortgages, notes and loans payable note Y	Dec. 31, 2010 Collateralized mortgages, notes and loans payable	Nov. 09, 2010 Corporate and other unsecured term loans	Dec. 31, 2011 Corporate and other unsecured term loans	Dec. 31, 2010 Corporate and other unsecured term loans	Dec. 31, 2011 Junior Subordinated Notes due 2041	Dec. 31, 2010 Junior Subordinated Notes due 2041	Dec. 31, 2011 Bonds payable	Dec. 31, 2010 Bonds payable	Dec. 31, 2011 Bonds payable Minimum	Dec. 31, 2011 Bonds payable Maximum	Dec. 31, 2011 Revolving credit facility, (the "Facility") Y	Apr. 11, 2011 Revolving credit facility, (the "Facility")	Feb. 25, 2011 Revolving credit facility, (the "Facility")	Nov. 09, 2010 Revolving credit facility, (the "Facility")
Mortgages, notes and loans payable
Maximum amount of borrowing capacity under a line of credit that is available under certain circumstances																$ 1,000,000,000	$ 1,000,000,000
Fixed-rate debt	14,795,370,000	15,416,077,000		13,091,080,000	13,687,452,000		1,704,290,000	1,728,625,000
Revolving credit facility term (in years)															3
Variable-rate debt	2,347,644,000	2,425,680,000		2,347,644,000	2,425,680,000				206,200,000	206,200,000
Outstanding letter of credit and surety bonds	19,100,000	41,800,000
Total mortgages, notes and loans payable	17,143,014,000	17,841,757,000
Junior Subordinated Notes	206,200,000	206,200,000
Weighted-average interest rate (as a percent)				5.13%	5.24%		6.18%
Interest Expense						83,700,000
Number of mortgage notes refinanced				20
New mortgage notes refinanced				3,240,000,000
Weighted average term of refinanced notes (in years)				10.16
Cash proceeds in excess of in-place financing				619,000,000
Number of mortgage notes used in calculating weighted average interest rate				20
Weighted average interest rate prior to refinancing (as a percent)				5.83%
Weighted average interest rate after refinancing (as a percent)				5.06%
Increase in term of notes following refinancing (in years)				7
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral				22,670,000,000
Secured debt, cross-collateralized with other properties				2,920,000,000
Long-term debt				15,440,000,000							1,650,000,000	1,650,000,000
Amount of recourse fixed and variable rate debt				2,490,000,000
Interest rate (as a percent)													5.38%	7.20%
Aggregate principal amount											349,500,000
Maximum borrowing capacity																750,000,000	720,000,000	300,000,000
Variable rate basis			LIBOR						LIBOR						LIBOR
Basis spread on variable rate (as percent)									1.45%						4.50%
Trust Preferred Securities, basis spread on variable rate			1.45%
Issuance of trust preferred securities			200,000,000
Common securities issued to GGLP			6,200,000
Purchase of Junior Subordinated Notes			$ 206,200,000

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Unconsolidated
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates	$ 130,600,000	$ 155,600,000
Indebtedness secured by Unconsolidated Properties	5,800,000,000	6,020,000,000
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt	$ 2,780,000,000	$ 2,670,000,000
Brazil joint ventures
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
Entity's diluted partnership interest in Aliansce (as a percent)	0.31
Entity's partnership interest in Aliansce (as a percent)	49.00%

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Detials 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Reconciliation of Real Estate
Balance at beginning of period	$ 25,140,166	$ 28,350,102	$ 29,863,649
Purchase accounting adjustments and HHC distribution		(3,104,518)
Change in Master Planned Communities land			(70,156)
Additions	383,001	12,518	263,418
Impairments	(63,910)		(1,079,473)
Dispositions and write-offs	861,756	117,936	627,336
Balance at end of period	24,597,501	25,140,166	28,350,102
Reconciliation of Accumulated Depreciation
Balance at beginning of period	129,794	4,494,297	4,240,222
Depreciation expense	942,661	135,003	707,183
Dispositions and write-offs	98,270	4,499,506	453,108
Balance at end of period	$ 974,185	$ 129,794	$ 4,494,297

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UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables)

12 Months Ended

Dec. 31, 2011

UNCONSOLIDATED REAL ESTATE AFFILIATES.

Schedule of Condensed Combined Balance Sheets and Income Statements - Unconsolidated Real Estate Affiliates

	December 31, 2011			December 31, 2010
	(In thousands)
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates
Assets:
Land	$	953,603		$	893,769
Buildings and equipment		7,906,346			7,810,685
Less accumulated depreciation		(1,950,860	)		(1,808,819	)
Developments in progress		99,352			56,714
Net property and equipment		7,008,441			6,952,349
Investment in unconsolidated joint ventures		758,372			630,212
Net investment in real estate		7,766,813			7,582,561
Cash and cash equivalents		387,549			421,206
Accounts and notes receivable, net		162,822			148,059
Deferred expenses, net		250,865			196,809
Prepaid expenses and other assets		143,021			116,926
Assets held for disposition		—			94,336
Total assets	$	8,711,070		$	8,559,897
Liabilities and Owners' Equity:
Mortgages, notes and loans payable	$	5,790,509		$	5,891,224
Accounts payable, accrued expenses and other liabilities		446,462			361,721
Liabilities on assets held for disposition		—			143,517
Owners' equity		2,474,099			2,163,435
Total liabilities and owners' equity	$	8,711,070		$	8,559,897
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
Owners' equity	$	2,474,099		$	2,163,435
Less joint venture partners' equity		(1,417,682	)		(2,006,460	)
Capital or basis differences and loans		1,996,556			2,996,723
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net	$	3,052,973		$	3,153,698

	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
	(In thousands)
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates
Revenues:
Minimum rents	$	723,121		$	101,266		$	585,791			666,577
Tenant recoveries		297,530			41,610			245,102			300,844
Overage rents		26,736			6,502			9,103			13,172
Management and other fees		16,346			1,217			15,592			9,802
Other		52,721			8,491			21,414			28,631
Total revenues		1,116,454			159,086			877,002			1,019,026
Expenses:
Real estate taxes		98,738			11,971			73,830			91,537
Property maintenance costs		40,293			7,309			31,882			36,364
Marketing		17,791			5,215			10,894			14,543
Other property operating costs		162,572			23,052			130,621			160,777
Provision for doubtful accounts		6,826			(471	)		5,287			10,781
Property management and other costs		46,935			7,576			40,409			51,369
General and administrative		29,062			2,491			36,034			11,637
Provisions for impairment		—			—			881			18,046
Depreciation and amortization		267,369			36,225			211,725			240,044
Total expenses		669,586			93,368			541,563			635,098
Operating income		446,868			65,718			335,439			383,928
Interest income		18,355			2,309			17,932			5,488
Interest expense		(350,716	)		(47,725	)		(271,476	)		(293,852	)
(Provision for) benefit from for income taxes		(794	)		(179	)		66			(1,673	)
Equity in income of unconsolidated joint ventures		54,207			9,526			43,479			61,730
Income from continuing operations		167,920			29,649			125,440			155,621
Discontinued operations		165,323			219			50,757			(61,503	)
Allocation to noncontrolling interests		(3,741	)		111			964			(3,453	)
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Equity In (Loss) Income of Unconsolidated Real Estate Affiliates:
Net income attributable to joint venture partners	$	329,502		$	29,979		$	177,161		$	90,665
Joint venture partners' share of income		(181,213	)		(17,878	)		(67,845	)		(26,320	)
Amortization of capital or basis differences		(145,391	)		(12,605	)		(61,302	)		(59,710	)
Gain on Aliansce IPO		—			—			9,718			—
Loss on Highland Mall conveyance		—			—			(29,668	)		—
Discontinued operations		—			—			(6,207	)		28,208
Equity in income (loss) of Unconsolidated Real Estate Affiliates	$	2,898		$	(504	)	$	21,857		$	32,843

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Dec. 31, 2011 Y
Buildings, improvements and carrying costs
Properties
Estimated useful lives (in years)	45
Equipment and fixtures
Properties
Estimated useful lives, minimum (in years)	5
Estimated useful lives, maximum (in years)	10

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OTHER ASSETS

12 Months Ended

Dec. 31, 2011

OTHER ASSETS.

OTHER ASSETS

NOTE 14       OTHER ASSETS

The following table summarizes the significant components of prepaid expenses and other assets.

	December 31,		December 31,
	2011		2010
	(In thousands)
Above-market tenant leases, net (Note 4)	$	1,163,754	$	1,518,893
Security and escrow deposits	247,718		259,440
Below-market ground leases, net (Note 4)	198,230		255,854
Real estate tax stabilization agreement, net (Note 4)	104,295		110,607
Prepaid expenses	51,928		64,230
Other non-tenant receivables	21,198		50,920
Deferred tax, net of valuation allowances	4,578		10,505
Prepaid finance costs	1,477		56
Below-market office lessee leases net	—		15,026
Other	12,357		14,921
Total prepaid expenses and other assets	$	1,805,535	$	2,300,452

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 19       SUBSEQUENT EVENTS

On January 12, 2012, we completed the spin-off of RPI, which now owns a 30-mall portfolio, 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 a 1% interest in RPI.  The consolidated financial information presented herein includes RPI in discontinued operations for all periods presented.

On February 21, 2012, we sold Grand Traverse Mall to RPI.  RPI assumed the debt on the property as consideration for the purchase.

On February 23, 2012, our board approved the purchase of 11 anchor boxes from an anchor tenant for $270 million.  These anchor boxes will provide us further opportunities to expand, redevelop and enhance certain assets within our portfolio.  The acquisition is expected to close in the second quarter of 2012.

On February 27, 2012, our board approved the declaration of a quarterly common stock dividend of $0.10 per share.  The dividend is payable on April 30, 2012, to stockholders of record on April 16, 2012.

On March 2, 2012, we sold our interest in Village of Cross Keys for $25.0 million.  We received $8.0 million in cash and entered into a secured note receivable with the buyer for $17.0 million.

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CHAPTER 11 AND THE PLAN (Details) (USD $)	0 Months Ended	1 Months Ended	2 Months Ended	12 Months Ended							1 Months Ended		1 Months Ended	12 Months Ended										1 Months Ended	12 Months Ended								1 Months Ended		10 Months Ended	12 Months Ended		1 Months Ended
	Nov. 10, 2010	Nov. 30, 2010	Dec. 31, 2010	Dec. 31, 2011 entity warrant	Dec. 30, 2011 warrant	Jul. 15, 2011 warrant	Apr. 15, 2011 warrant	Dec. 30, 2010 warrant	Nov. 09, 2010	Nov. 09, 2010 Plan Sponsors, Blackstone and Texas Teachers	Nov. 30, 2010 Plan Sponsors and Blackstone	Nov. 09, 2010 Plan Sponsors and Blackstone	Nov. 30, 2010 Texas Teachers	Dec. 31, 2011 Texas Teachers	Nov. 09, 2010 Texas Teachers	Dec. 31, 2011 Texas Teachers Maximum	Dec. 31, 2011 The Brookfield Investor and Blackstone	Dec. 30, 2011 The Brookfield Investor and Blackstone	Jul. 15, 2011 The Brookfield Investor and Blackstone	Apr. 15, 2011 The Brookfield Investor and Blackstone	Dec. 30, 2010 The Brookfield Investor and Blackstone	Dec. 31, 2011 The Brookfield Investor	Dec. 31, 2011 Blackstone.	Nov. 30, 2010 Fairholme and Pershing Square D	Dec. 31, 2011 Fairholme and Pershing Square	Dec. 31, 2011 Fairholme and Pershing Square Maximum	Dec. 31, 2011 Fairholme, Pershing Square and Blackstone	Dec. 30, 2011 Fairholme, Pershing Square and Blackstone	Jul. 15, 2011 Fairholme, Pershing Square and Blackstone	Apr. 15, 2011 Fairholme, Pershing Square and Blackstone	Dec. 30, 2010 Fairholme, Pershing Square and Blackstone	Dec. 31, 2011 Fairholme	Dec. 31, 2011 Pershing Square M	Dec. 31, 2011 Pershing Square Maximum	Nov. 09, 2010 Old GGP	Dec. 31, 2009 Old GGP	Nov. 09, 2010 Howard Hughes Corporation ("HHC") warrant	Nov. 30, 2010 Howard Hughes Corporation ("HHC") Plan Sponsors and Blackstone	Nov. 09, 2010 Howard Hughes Corporation ("HHC") Plan Sponsors and Blackstone
Reorganization under Chapter 11 and the Plan
Number of firms post reorganization (in entities)				2
Common stock issue price (in dollars per share)		$ 14.75									$ 10.00		$ 10.25																									$ 47.61904
Value of shares purchased by investor												$ 6,300,000,000			$ 500,000,000																								$ 250,000,000
Number of shares designated as "put shares"																																	35,000,000
Value of shares designated as "put shares"																																	350,000,000
Number of shares under the rights agreement																																		35,000,000
Put right period (in months)																																	6
Repurchase of common stock from investor			$ 1,798,857,000																					$ 38,750,000
Number of warrants issued to plan sponsors to purchase common stock of HHC																																					8,000,000
Exercise price to purchase common stock for Plan Sponsors (in dollars per share)			$ 15.48	$ 15.02													$ 10.75	$ 9.79	$ 10.34	$ 10.41	$ 10.48	$ 10.75	$ 10.75				$ 10.23	$ 9.56	$ 10.10	$ 10.16	$ 10.23	$ 10.50	$ 10.50				$ 50.00
Shares issuable upon exercise of outstanding GGP Warrants				120,000,000	131,748,000	124,704,000	123,960,000	123,144,000
Number of shares issued against a share in old company given to stockholders of old company									1																												0.098344
Common stock, shares outstanding			941,880,014	935,307,487						644,000,000																									317,000,000
Period from effective date within which entity repurchase shares from investors																								45
Number of shares that may be repurchased from investor per investment agreement																24,400,000										155,000,000
Per share price of shares entity repurchase from investors (in dollars per share)														$ 10.25											$ 10.00
Number of shares of GGP common stock issued to the public	643,780,488	154,900,000	154,886,000	22,256,121																															4,923,287	69,309
Number of shares repurchased from Texas Teachers													24,400,000

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STOCK-BASED COMPENSATION PLANS (Tables)

12 Months Ended

Dec. 31, 2011

STOCK-BASED COMPENSATION PLANS

Summary of outstanding options

	Successor										Predecessor
	2011					2010					2010					2009
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Stock options outstanding at January 1		5,427,011		$	20.21		5,413,917		$	16.26		4,241,500		$	31.63		4,730,000		$	33.01
(November 10 for Successor in 2010), Granted		8,662,716			15.26		1,891,857			14.73		2,100,000			10.56		—			—
Stock dividend adjustment		—			—		—			—		58,127			30.32		—			—
Exercised		(51,988	)		11.05		(1,828,369	)		2.72		—			—		—			—
Forfeited		(1,606,792	)		14.96		(25,000	)		14.73		(55,870	)		64.79		(290,000	)		54.66
Expired		(927,078	)		39.31		(25,394	)		34.05		(929,840	)		44.28		(198,500	)		30.78
Stock options outstanding at December 31		11,503,869		$	15.65		5,427,011		$	20.21		5,413,917		$	20.61		4,241,500		$	31.63

Summary of stock options by range of exercise prices

	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price		Shares		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price
$9.00 - $13.00		2,102,363		8.6	$	10.34		602,363		6.0	$	10.57
$14.00 - $17.00		8,902,418		9.3		15.15		667,440		8.9		14.73
$34.00 - $37.00		—		—		—		—		—		—
$46.00 - $50.00		499,088		0.2		46.95		499,088		0.2		46.96
Total		11,503,869		8.7	$	15.65		1,768,891		5.2	$	22.40
Intrinsic value (in thousands)	$	9,839					$	2,874

Summary or restricted stock activity

	Successor										Predecessor
	2011					2010					2010					2009
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding as of beginning of period		2,807,682		$	14.24		—		$	—		275,433		$	33.04		410,767		$	41.29
Granted		84,659			14.98		3,053,092			14.21		90,000			15.14		70,000			2.10
Canceled		(329,292	)		14.73		(12,500	)		14.73		(8,097	)		35.57		(69,628	)		46.04
Vested		(846,117	)		14.23		(232,910	)		13.87		(357,336	)		28.48		(135,706	)		35.38
Nonvested restricted stock grants outstanding as of end of period		1,716,932		$	14.19		2,807,682		$	14.24		—		$	—		275,433		$	33.04

The weighted average remaining contractual term (in years) of nonvested awards as of December 31, 2011 was 2.7 years.

Schedule of information for the options as replacement for TSOs

Predecessor:
TSOs Outstanding, January 1, 2009		2,220,932
Forfeited/Canceled		(252,407	)
Exercised		—
TSOs Outstanding, December 31, 2009		1,968,525
Stock Dividend Adjustment		30,917
Forfeited/Canceled		(305,027	)
Exercised		(5,156	)
TSOs Outstanding, November 9, 2010		1,689,259
Successor:
Forfeited/Expired(*)		(1,578,749	)
Surrendered for cash		(1,085	)
Options as replacements for TSOs outstanding, December 31, 2010		109,425
Stock Dividend Adjustment		2,370
Forfeited/Expired(*)		(8,789	)
Exercised		(69,451	)
Options as replacements for TSOs outstanding, December 31, 2011		33,555
Weighted Average Exercise Price Outstanding	$	11.27
Weighted Average Remaining Term Outstanding		0.59
Fair Value of Outstanding Options on Effective Date (in thousands)	$	465

(*)

All outstanding TSOs vested pursuant to the Plan on the Effective Date. The majority of the TSOs outstanding on the Effective Date had terms which stated that, once vested, such options would expire within 30 days if not exercised.

Schedule of assumptions used for weighted average estimated values of stock options granted

	Successor						Predecessor
	Year Ended December 31, 2011			November 10, 2010 through December 31, 2010			January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
Risk-free interest rate(*)		1.25	%		1.26	%		1.39	%	No options granted
Dividend yield(*)		2.50	%		2.72	%		2.86	%	No options granted
Expected volatility		41.16	%		38.00	%		38.00	%	No options granted
Expected life (in years)		6.5			5.0			5.0		No options granted

(*)

Weighted average

Summary of compensation expense related to stock-based compensation plans

	Successor				Predecessor
	For the year ended December 31, 2011		For the period from November 10, 2010 through December 31, 2010		For the period from January 1, 2010 through November 9, 2010		For the year ended December 31, 2009
			(in thousands)
Stock options	$	8,245	$	953	$	3,914	$	1,943
Restricted stock		11,292		5,010		9,385		2,710
TSOs		—		—		2,892		3,986
Total	$	19,537	$	5,963	$	16,191	$	8,639

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Predecessor	Common Stock	Common Stock Predecessor	Additional Paid-In Capital	Additional Paid-In Capital Predecessor	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Predecessor	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Predecessor	Treasury Stock Predecessor	Noncontrolling Interests in Consolidated Real Estate Affiliates	Noncontrolling Interests in Consolidated Real Estate Affiliates Predecessor
Balance at Dec. 31, 2008		$ 1,860,407		$ 2,704		$ 3,454,903		$ (1,488,586)		$ (56,128)	$ (76,752)		$ 24,266
Increase (Decrease) in Shareholders' Equity
Net (loss) income		(1,282,867)						(1,284,689)					1,822
Distributions declared ($0.19 per share)		(59,352)						(59,352)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates		(1,712)											(1,712)
Conversion of operating partnership units to common stock (43,408,053 common shares)		324,489		434		324,055
Issuance of common stock (22,256,121, 154,886,000, 4,923,287 and 69,309 common shares, net of stock issuance costs during 2011 (Successor), 2010 (Successor), 2010 (Predecessor) and 2009 (Predecessor), respectively)		43		1		42
Restricted stock grants, net of forfeitures and compensation expense (341,895, 1,315,593, 1,725,000, 87,059 and 372 common shares for 2011 (Successor), 2010 (Successor), 2010 (effects of acquisition accounting), 2010 (Predecessor) and 2009 (Predecessor), respectively)		2,668		(1)		2,669
Other comprehensive (loss) income		55,879								55,879
Adjustment for noncontrolling interest in operating partnership		13,200				13,200
Adjust noncontrolling interest in operating partnership units		(65,416)				(65,416)
Balance at Dec. 31, 2009		847,339		3,138		3,729,453		(2,832,627)		(249)	(76,752)		24,376
Increase (Decrease) in Shareholders' Equity
Net (loss) income		(1,171,483)						(1,173,028)					1,545
Distributions to noncontrolling interests in consolidated Real Estate Affiliates		(1,927)											(1,927)
Issuance of common stock (22,256,121, 154,886,000, 4,923,287 and 69,309 common shares, net of stock issuance costs during 2011 (Successor), 2010 (Successor), 2010 (Predecessor) and 2009 (Predecessor), respectively)		53,395		49		53,346
Restricted stock grants, net of forfeitures and compensation expense (341,895, 1,315,593, 1,725,000, 87,059 and 372 common shares for 2011 (Successor), 2010 (Successor), 2010 (effects of acquisition accounting), 2010 (Predecessor) and 2009 (Predecessor), respectively)		8,310		1		8,309
Other comprehensive (loss) income		47,684								47,684
Adjust noncontrolling interest in operating partnership units		(38,854)				(38,854)
Distribution of HHC		(1,487,469)						(1,487,929)		1,268			(808)
Balance at Nov. 09, 2010		(1,743,005)		3,188		3,752,254		(5,493,584)		48,703	(76,752)		23,186
Balance at Nov. 07, 2010
Increase (Decrease) in Shareholders' Equity
Restricted stock grants, net of forfeitures and compensation expense (341,895, 1,315,593, 1,725,000, 87,059 and 372 common shares for 2011 (Successor), 2010 (Successor), 2010 (effects of acquisition accounting), 2010 (Predecessor) and 2009 (Predecessor), respectively)			17		(17)
Effects of acquisition accounting:
Elimination of Predecessor common stock	(3,701,876)			(3,188)		(3,752,254)					76,752		(23,186)
Elimination of Predecessor accumulated deficit and accumulated other comprehensive income	5,457,611							5,506,314		(48,703)
Issuance of common stock pursuant to the Plan (643,780,488 common shares, net of 120,000,000 stock warrants issued and stock issuance costs)	5,575,498		6,438		5,569,060
Issuance of common stock to existing common shareholders pursuant to the Plan	4,446,691		3,176		4,443,515
Change in basis for noncontrolling interests in consolidated real estate affiliates	102,169											102,169
Balance at Nov. 10, 2010	10,137,088		9,631		10,012,558		12,730					102,169
Increase (Decrease) in Shareholders' Equity
Net (loss) income	(253,682)						(254,216)					534
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(416)											(416)
Issuance of common stock (22,256,121, 154,886,000, 4,923,287 and 69,309 common shares, net of stock issuance costs during 2011 (Successor), 2010 (Successor), 2010 (Predecessor) and 2009 (Predecessor), respectively)	2,147,037		1,549		2,145,488
Clawback of common stock pursuant to the Plan (179,276,244 common shares)	(1,798,857)		(1,792)		(1,797,065)
Restricted stock grants, net of forfeitures and compensation expense (341,895, 1,315,593, 1,725,000, 87,059 and 372 common shares for 2011 (Successor), 2010 (Successor), 2010 (effects of acquisition accounting), 2010 (Predecessor) and 2009 (Predecessor), respectively)	5,039		13		5,026
Stock options exercised (121,439 and 1,828,369 common shares for 2011 (Successor) and 2010 (Successor), respectively)	4,996		18		4,978
Other comprehensive (loss) income	172								172
Issuance of subsidiary preferred shares (360 preferred shares)	360											360
Cash distributions declared ($0.40 and $0.038 per share during 2011 and 2010, respectively)	(35,736)						(35,736)
Adjustment for noncontrolling interest in operating partnership	(11,522)				(11,522)
Stock distributions declared ($0.342 per share)					322,123		(322,123)
Balance at Dec. 31, 2010	10,181,749		9,419		10,681,586		(612,075)		172			102,647
Increase (Decrease) in Shareholders' Equity
Net (loss) income	(314,247)						(313,172)					(1,075)
Distributions to noncontrolling interests in consolidated Real Estate Affiliates	(5,556)											(5,556)
Issuance of common stock (22,256,121, 154,886,000, 4,923,287 and 69,309 common shares, net of stock issuance costs during 2011 (Successor), 2010 (Successor), 2010 (Predecessor) and 2009 (Predecessor), respectively)			223		(244)		21
Restricted stock grants, net of forfeitures and compensation expense (341,895, 1,315,593, 1,725,000, 87,059 and 372 common shares for 2011 (Successor), 2010 (Successor), 2010 (effects of acquisition accounting), 2010 (Predecessor) and 2009 (Predecessor), respectively)	11,268		(3)		11,578		(307)
Stock options exercised (121,439 and 1,828,369 common shares for 2011 (Successor) and 2010 (Successor), respectively)	835		1		834
Purchase and cancellation of common shares (35,833,357) common shares)	(553,510)		(358)		(398,590)		(154,562)
Cash dividends reinvested (DRIP) in stock (7,225,345 common shares)	115,363		71		115,292
Other comprehensive (loss) income	(47,945)								(47,945)
Cash distributions declared ($0.40 and $0.038 per share during 2011 and 2010, respectively)	(376,840)				(16)		(376,824)
Cash redemptions for common units in excess of carrying value	(648)				(648)
Adjustment for noncontrolling interest in operating partnership	(4,474)				(4,474)
Dividend for RPI Spin-off (Note 11)	(426,650)						(426,650)
Balance at Dec. 31, 2011	$ 8,579,345		$ 9,353		$ 10,405,318		$ (1,883,569)		$ (47,773)			$ 96,016

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SUBSEQUENT EVENTS (Details) (USD $)	2 Months Ended	12 Months Ended	0 Months Ended		1 Months Ended
	Dec. 31, 2010	Dec. 31, 2011	Mar. 02, 2012 The Village Of Cross Keys	Jan. 12, 2012 Special dividend RPI mall sqft	Feb. 29, 2012 Acquisition Anchor tenant box	Feb. 27, 2012 Quarterly common stock dividend
SUBSEQUENT EVENTS
Number of mall portfolios spun-off in the form of a special dividend				30
Area of mall portfolio spun-off in the form of a special dividend (in square feet)				21,000,000
Entity's ownership in properties (as a percent)				1.00%
Number of anchor boxes					11
Purchase price of anchor boxes acquired					$ 270,000,000
Dividend						$ 0.10
Sale Price			25,000,000
Cash received on sale	108,914,000	627,872,000	8,000,000
Note receivable entered into with the buyer			$ 17,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in Consolidated Real Estate Affiliates as permanent equity of the Company. All significant intercompany balances and transactions have been eliminated.

We operate in a single reportable segment referred to as our retail and other segment, which includes the operation, development and management of retail and other rental properties, primarily regional malls.  Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes.  Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available.  We do not distinguish or group our consolidated operations based on geography, size or type.  Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.  As a result, the Company’s operating properties are aggregated into a single reportable segment.

Through the Effective Date in 2010, we had two reportable segments (Retail and Other and Master Planned Communities) which offered different products and services. Our segments were managed separately because each required different operating strategies or management expertise.  On the Effective Date, the assets included in the Master Planned Communities segment were distributed to HHC pursuant to the Plan (Note 2) and are therefore no longer reported as a reportable segment.

Reclassifications

Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation as a result of discontinued operations.  Amounts included on the statements of operations for properties sold or to be disposed of have been reclassified to discontinued operations for all periods presented.  In addition, four properties previously classified as held for sale were reclassified as held for use in the first quarter of 2012 and two properties previously classified as held for sale were reclassified as held for use in the first quarter of 2011.  These properties have been included in continuing operations for all periods presented in the accompanying consolidated financial statements (Note 5).  Lastly, certain prior period statement of operations disclosures in the accompanying footnotes have been restated to exclude amounts which have been reclassified to discontinued operations.

Properties

Real estate assets are stated at cost less any provisions for impairments.  As discussed in Note 4, the real estate assets were recorded at fair value pursuant to the application of acquisition accounting on the Effective Date.  Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying amount of the property does not exceed the estimated fair value of the completed property.  Real estate taxes and interest costs incurred during construction periods are capitalized.  Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period.  Capitalized real estate taxes and interest costs are amortized over lives which are consistent with the constructed assets.

Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed.  In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed (see also our impairment policies in this Note 3 below).

Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or the applicable lease term.  Expenditures for significant betterments and improvements are capitalized.  Maintenance and repairs are charged to expense when incurred.

We periodically review the estimated useful lives of our properties.  Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:

	Years
Buildings and improvements	45
Equipment and fixtures	5-10
Tenant improvements	Shorter of useful life or applicable lease term

Accumulated depreciation was reset to zero on the Effective Date as described in Note 4 in conjunction with the application of the acquisition method of accounting due to the Plan and the Investment Agreements.

Impairment

General

Carrying values of our properties were reset to fair value on the Effective Date as provided by the acquisition method of accounting.  Impairment charges could be taken in the future if economic conditions change or if the plans regarding such assets change.  Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, investments in Unconsolidated Real Estate Affiliates and developments in progress, will not occur in future periods.  Accordingly, we will continue to monitor circumstances and events in future periods to determine whether impairments are warranted.

Operating properties

Accounting for the impairment of long-lived assets requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value.  We review our consolidated assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant occupancy percentage changes, debt maturities, management’s intent with respect to the assets and prevailing market conditions.

Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects.

If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows.  The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets.  Although the carrying amount may exceed the estimated fair value of certain assets, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows.  To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations.  In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group.  The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

During the respective periods, we determined there were events and circumstances indicating that certain properties were not recoverable and therefore required impairments.  As such, we recorded impairment charges related to three operating properties and one non-income producing asset of $68.3 million for the year ended December 31, 2011.  In 2011, these provisions reduced the carrying value of certain assets to approximately $37.5 million below the approximately $83.9 million of nonrecourse notes payable related to those assets.  The Predecessor recorded impairment charges related to operating properties and properties under development of $35.3 million for the period from January 1, 2010 through November 9, 2010 and $1.08 billion for the year ended December 31, 2009.  These impairment charges are included in provisions for impairment in our Consolidated Statements of Operations and Comprehensive Income (Loss), except for $4.0 million for the year ended December 31, 2011, $30.8 million for the period from January 1, 2010 through November 9, 2010 and $908.2 million for the year ended December 31, 2009, which are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Investment in Unconsolidated Real Estate Affiliates

According to the guidance related to the equity method of accounting for investments, a series of operating losses of an investee or other factors may indicate that an other-than-temporary decrease in value of our investment in the Unconsolidated Real Estate Affiliates has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated periodically and as deemed necessary for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary impairments with respect to the carrying values of our unconsolidated real estate affiliates.

In the period January 1, 2010 through November 9, 2010, the Predecessor recorded an impairment provision of approximately $21.1 million related to the sale of its interest in Turkey, recorded in equity in income (loss) of Unconsolidated Real Estate Affiliates.  We did not record any provisions for impairment related to our investments in Unconsolidated Real Estate Affiliates for the year ended December 31, 2011, for the period November 10, 2010 through December 31, 2010 and for the year ended December 31, 2009.

Goodwill

The application of acquisition accounting on the Effective Date did not yield any goodwill for the Successor and all prior goodwill amounts of the Predecessor were eliminated (Note 4).  With respect to the Predecessor, the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed was recorded as goodwill.  Recorded goodwill was tested for impairment annually or more frequently if events or changes in circumstances indicated that the asset might be impaired.   The Predecessor assessed fair value based on estimated future cash flow projections that utilized discount and capitalization rates which are generally unobservable in the market place (Level 3 inputs) under these principles, but approximate the inputs we believe would be utilized by market participants in assessing fair value.  Estimates of future cash flows were based on a number of factors including the historical operating results, known trends, and market/economic conditions.  If the carrying amount of a property, including its goodwill, exceeded its estimated fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. In this second step, if the implied fair value of goodwill was less than the carrying amount of goodwill, an impairment charge was recorded.

As a result of the procedures performed, the Predecessor recorded provisions for impairment of goodwill of $140.6 million for the year ended December 31, 2009.  During 2010, until the Effective Date, there were no events or circumstances that indicated that the then current carrying amount of goodwill might be impaired.

Acquisitions of Operating Properties

Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties were included in the results of operations from the respective dates of acquisition.  Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, debt liabilities assumed and identifiable intangible assets and liabilities such as amounts related to in-place at-market tenant leases, acquired above and below-market tenant and ground leases and tenant relationships. No significant value had been ascribed to the tenant relationships at the acquired properties in previous years by the Predecessor or by the Successor in 2010 (Note 4).

Investments in Unconsolidated Real Estate Affiliates

We account for investments in joint ventures where we own a non-controlling joint interest using the equity method.  Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and reduced by distributions received.  Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages.  Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages.  Except for Retained Debt (as described in Note 6), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of such Unconsolidated Real Estate Affiliates (for example, arising from the application of the acquisition method of accounting as described in Note 4) are amortized over lives ranging from five to 45 years.  When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements.  The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations.

Cash and Cash Equivalents

Highly-liquid investments with maturities at dates of purchase of three months or less are classified as cash equivalents.

Leases

We account for the majority of our leases as operating leases.  Leases which transfer substantially all the risks and benefits of ownership to tenants are considered finance leases and the present values of the minimum lease payments and the estimated residual values of the leased properties, if any, are accounted for as receivables.  Leases which transfer substantially all the risks and benefits of ownership to us are considered capital leases and the present values of the minimum lease payments are accounted for as assets and liabilities.

Deferred Expenses

Deferred expenses primarily consist of leasing commissions and related costs and are amortized using the straight-line method over the life of the leases.  Deferred expenses also include financing fees we incurred in order to obtain long-term financing and are amortized as interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method.  The acquisition method of accounting eliminated such balances of deferred financing fees and the Successor only has recorded amounts incurred subsequent to the Effective Date.

Revenue Recognition and Related Matters

Minimum rent revenues are recognized on a straight-line basis over the terms of the related operating leases.  Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates and accretion related to above and below-market tenant leases on properties that were fair valued at emergence and acquired properties.  The following is a summary of amortization of straight-line rent, net amortization /accretion related to above and below-market tenant leases and termination income:

	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
Amortization of straight-line rent	$	80,111		$	2,804		$	28,397	$	25,249
Net amortization/accretion of above and below-market tenant leases	(107,714		)	(12,283		)	5,109		9,128
Lease termination income	16,535			2,227			18,434		20,952

The following is a summary of straight-line rent receivables, which are included in Accounts and notes receivable, net in our Consolidated Balance Sheets and are reduced for allowances and amounts doubtful of collection:

	December 31, 2011		December 31, 2010
	(In thousands)
Straight-line rent receivables, net	$	97,565	$	14,125

We provide an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible.  Such allowances are reviewed periodically based upon our recovery experience.   The following table summarizes the changes in allowance for doubtful accounts:

	Successor						Predecessor
	2011			2010			2010			2009
	(In thousands)
Balance as of January 1, (November 9, 2010 for Successor)	$	40,746		$	53,670		$	69,235		$	59,784
Provisions for doubtful accounts	5,621			50			13,294			22,901
Provisions for doubtful accounts in discontinued operations	683			430			2,576			7,430
Write-offs	(14,191		)	(13,404		)	(31,435		)	(20,880		)
Balance as of December 31, (November 9, 2010 for Predecessor)	$	32,859		$	40,746		$	53,670		$	69,235

Overage rent is paid by a tenant when its sales exceed an agreed upon minimum amount,  is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.  Recoveries from tenants are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred.

In leasing tenant space, we may provide funding to the lessee through a tenant allowance.  In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership, for accounting purposes, of such improvements.  If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the related lease term.  If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Income Taxes (Note 8)

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.  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.

Deferred income taxes are accounted for using the asset and liability method.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns and are recorded primarily by certain of our taxable REIT subsidiaries.  Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards.  A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized.  An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax provision.  The Successor experienced a change in control, as a result of the transactions undertaken to emerge from bankruptcy, pursuant to Section 382 of the Internal Revenue Code that could limit the benefit of deferred tax assets.  In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

Transactions with Affiliates

Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates and for properties owned by third parties up to the sale of our management services business in June 2010. The following are fees earned from the Unconsolidated Real Estate Affiliates and third party managed properties which are included in management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss):

	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
	(In thousands)
Management fees from affiliates	$	60,752	$	8,673	$	51,257	$	66,567

In connection with the RPI Spin-Off (Note 19), we have entered into a Transition Services Agreement (“TSA”) with RPI.  Per the terms of the TSA, we have agreed to provide certain leasing, asset management, legal and other services to RPI for established fees, which are not expected to be material.

Fair Value Measurements

The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:

·Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;

·Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

·Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table summarizes our assets and liabilities that are measured at fair value on a nonrecurring basis during the year ended December 31, 2011 and for the period January 1, 2010 through November 9, 2010.  No assets or liabilities were measured at fair value during the period November 10, 2010 through December 31, 2010.

			Quoted Prices in
			Active Markets		Significant Other		Significant
	Total Fair Value		for Identical Assets		Observable Inputs		Unobservable Inputs
	Measurement		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
Year Ended December 31, 2011 (Successor)
Investments in real estate (1)	$	46,478	$	—	$	—	$	46,478
For the Period January 1, 2010 through November 9, 2010 (Predecessor)
Investments in real estate (1)	$	1,104,934	$	—	$	141,579	$	963,355
Liabilities (2)	15,794,687		—		—		15,794,687

(1) Refer to Note 3 for more information regarding impairment.

(2) The fair value of debt relates to the properties that emerged from bankruptcy during the period January 1, 2010 through November 9, 2010.

We estimated fair value relating to these impairment assessments based upon discounted cash flow and direct capitalization models that included all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models were based upon observable rates that we believed to be within a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on estimated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy.

In addition, the fair value of liabilities related to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010 was $15.79 billion as of November 9, 2010 and were fair valued using Level 3 inputs.  Fair value was determined based on the net present value of debt using current market rates.

The following table summarizes gains and losses recorded within earnings as a result of changes in fair value:

	Total Loss
	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
	(In thousands)
Investments in real estate (1)	$	(68,382	)	$	—	$	(35,290	)	$	(1,031,810	)
Liabilities (2)	—			—		(200,921		)	(287,991		)

(1) Refer to Note 3 for more information regarding impairment.

(2) The fair value of liabilities relates to debt on the properties that filed for bankruptcy and emerged during the period from April 9, 2009 through November 9, 2010.

Prior to emergence, we elected the fair value option for debt related to certain properties that were held for sale.  The unpaid debt balance, fair value estimates, fair value measurements, gain (in reorganization items) and interest expense as of November 9, 2010 and for the period from January 1, 2010 through November 9, 2010 and the year ended December 31, 2009, with respect to these properties are as follows:

	November 9, 2010										Interest Expense
	Unpaid Debt Balance of Properties Held for Sale		Fair Value Estimate of Properties Held for Sale		Significant Unobservable Inputs (Level 3)		Total Gain Period from January 1, 2010 through November 9, 2010		Total Gain for the Year Ended December 31, 2009		for the Period from January 1, 2010 through November 9, 2010		Interest Expense for the Year Ended December 31, 2009
	(In thousands)
Mortgages, notes and loans payable	$	644,277	$	556,415	$	556,415	$	36,243	$	54,224	$	29,694	$	36,737

An entity may choose to de-elect the fair value option when a defined qualifying event occurs. As the emergence from bankruptcy and subsequent acquisition method accounting met the definition of a qualifying event to de-elect, the Successor chose as of November 9, 2010 to de-elect from the fair value option for all previously elected mortgages.

Fair Value of Financial Instruments

The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt.  Management’s estimates of fair value are presented below for our debt as of December 31, 2011 and December 31, 2010.

	2011				2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Fixed-rate debt	$	14,795,370	$	14,978,908	$	15,416,077	$	15,217,325
Variable-rate debt	2,347,644		2,326,533		2,425,680		2,427,845
	$17,143,014		$	17,305,441	$	17,841,757	$	17,645,170

The fair value of our Junior Subordinated Notes approximates their carrying amount as of December 31, 2011 and December 31, 2010.  We estimated the fair value of this debt based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed, or, in the case of the Successor, recorded due to the acquisition method of accounting (Note 4).  Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any of such debt could be realized by immediate settlement of the obligation.

Foreign Currency Translation

The functional currencies for our international joint ventures are their local currencies.  Assets and liabilities of these investments are translated at the rate of exchange in effect on the balance sheet date and operations are translated at the weighted average exchange rate for the period.  Translation adjustments resulting from the translation of assets and liabilities are accumulated in stockholders’ equity as a component of accumulated other comprehensive income (loss).  Translation of operations is reflected in equity in other comprehensive income.

Reorganization Items

Reorganization items are expense or income items that were incurred or realized by the Debtors as a result of the Chapter 11 Cases and are presented separately in the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Predecessor.  Reorganization items include legal fees, professional fees and similar types of expenses resulting from activities of the reorganization process, gains on liabilities subject to compromise directly related to the Chapter 11 Cases, and interest earned on cash accumulated by the Debtors as a result of the Chapter 11 Cases.  We recognized a net expense on reorganization items of $356.9 million for the period January 1, 2010 through November 9, 2010 and a net credit of $76.9 million for the year ended December 31, 2009. These amounts exclude reorganization items that are currently included within discontinued operations.  We did not recognize any reorganization items in 2011 or in the Successor period of 2010.

The terms of engagement and the timing of payment for professional services rendered during our Chapter 11 proceedings were subject to approval by the Bankruptcy Court.  In addition, certain of these retained professionals had agreements that provided for success or completion fees that became payable upon the Effective Date.  As of December 31, 2010 we accrued $7.1 million of success or completion fees in accounts payable and accrued expenses on the Consolidated Balance Sheet.  All success fees were fully paid as of December 31, 2011.

In addition, we adopted a key employee incentive program (the “KEIP”) which provided for payment to certain key employees upon successful emergence from bankruptcy.  The amount payable under the KEIP was calculated based upon a formula related to the recovery to creditors and equity holders measured on the Effective Date and on February 7, 2011, 90 days after the Effective Date.  Approximately $181.5 million was paid in two installments, November 12, 2010 and February 25, 2011, under the KEIP.  Our liability under the Plan was recognized from the date the KEIP was approved by the Bankruptcy Court to the Effective Date.  We accrued a liability for the KEIP in Accounts payable and accrued expenses on the Consolidated Balance Sheets of approximately $115.5 million and $27.5 million as of December 31, 2010 and 2009, respectively.  The related expense was recognized in Reorganization items.  All KEIP amounts were fully paid as of December 31, 2011.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets and goodwill, fair value of debt and cost ratios and completion percentages used for land sales (prior to the spin-off of HHC).  Actual results could differ from these and other estimates.

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ACQUISITIONS, DISPOSITIONS AND INTANGIBLES (Details) (USD $)	2 Months Ended	12 Months Ended	1 Months Ended			10 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011 anchorpad	Sep. 30, 2011 Plaza Frontenac	Sep. 30, 2011 St Louis Galleria	Sep. 30, 2011 CPPIB	Nov. 09, 2010 Predecessor	Dec. 31, 2011 Predecessor numerator denominator	Dec. 31, 2009 Predecessor	Dec. 31, 2011 Owings Mills Mall sqft	Dec. 31, 2011 Owings Mills Mall Kimco	Dec. 31, 2011 Consolidated Properties property
Acquisitions and Dispositions
Number of anchor pads acquired		11
Purchase price of anchor pads acquired		$ 78,700,000
Number of properties sold											14
Aggregate sales proceeds	108,914,000	627,872,000				39,450,000		6,416,000			507,300,000
Reduction in mortgage payable											114,800,000
Number of properties transferred to lender in lieu of debt											8
Reduction in mortgage notes payable due to transfer of properties to lender in lieu of debt											406,500,000
Gross leasable area (in square feet)									1,000,000
Percentage of interest in real estate property contributed to joint venture									50.00%	50.00%
Cash contributed into joint venture					$ 83,000,000				$ 2,100,000	$ 16,400,000
Percentage of interest in real estate property received in exchange for contribution to joint venture			55.00%	74.00%
Common stock conversion ratio, numerator							1
Common stock conversion ratio, denominator							1

XML

STOCK-BASED COMPENSATION PLANS (Details 5) (USD $)	2 Months Ended	12 Months Ended	10 Months Ended	12 Months Ended	2 Months Ended	12 Months Ended		10 Months Ended	12 Months Ended			12 Months Ended	2 Months Ended	12 Months Ended	1 Months Ended	12 Months Ended		10 Months Ended	12 Months Ended
	Dec. 31, 2010 Y	Dec. 31, 2011 Y	Nov. 09, 2010 Predecessor Y	Dec. 31, 2009 Predecessor	Dec. 31, 2010 Stock options	Dec. 31, 2011 Stock options	Nov. 09, 2010 Stock options	Nov. 09, 2010 Stock options Predecessor	Dec. 31, 2009 Stock options Predecessor	Nov. 30, 2010 Stock options Predecessor	Dec. 31, 2008 Stock options Predecessor	Dec. 31, 2011 Stock options Maximum	Dec. 31, 2010 Restricted Stock	Dec. 31, 2011 Restricted Stock	Nov. 30, 2010 Restricted Stock Predecessor	Dec. 31, 2009 Restricted Stock Predecessor	Dec. 31, 2011 TSOs D Y	Nov. 09, 2010 TSOs Predecessor	Dec. 31, 2010 TSOs Predecessor	Dec. 31, 2009 TSOs Predecessor	Dec. 31, 2011 TSOs Maximum D
STOCK-BASED COMPENSATION PLANS
Number of days for which common stock price is required to achieve and sustain the applicable threshold price																	20
Compounding period of product used to determine the threshold price																	5
Estimated Annual Growth Rate (as a percent)																	7.00%
Exercise period (in days)																	30
Term of awards (in years)												P10Y					P10Y
Awards granted (in shares)					1,891,857	8,662,716		2,100,000									8,163,995
Shares
Outstanding at the beginning of the year (in shares)						5,427,011	5,413,917	4,241,500	4,730,000	5,413,917							109,425	1,968,525	1,968,525	2,220,932
Stock dividend adjustment (in shares)								58,127									2,370	30,917
Forfeited/Canceled (in shares)		(404,192)			(25,000)	(1,606,792)		(55,870)	(290,000)									(305,027)		(252,407)
Exercised (in shares)	(1,828,369)	(121,439)			(1,828,369)	(51,988)											(69,451)	(5,156)
Forfeited/Expired (in shares)																	(8,789)		(1,578,749)
Outstanding at the end of the year (in shares)					5,427,011	11,503,869	5,413,917		4,241,500	5,413,917							33,555	1,689,259		1,968,525
Surrendered for cash (in shares)																			(1,085)
Additional disclosure
Weighted Average Exercise Price Outstanding (in dollars per share)					$ 20.21	$ 15.65	$ 16.26		$ 31.63	$ 20.61	$ 33.01						$ 11.27
Weighted Average Remaining Term Outstanding (in years)																	0.59
Fair Value of Outstanding on Effective Date																	$ 465,000
Number of days available with holders of in-the-money options to elect to surrender options for cash payment																					60
Other Required Disclosures
Risk-free interest rate (as a percent)	1.26%	1.25%	1.39%
Dividend yield (as a percent)	2.72%	2.50%	2.86%
Expected volatility (as a percent)	38.00%	41.16%	38.00%
Expected life (in years)	5.0	6.5	5.0
Compensation expense	5,963,000	19,537,000	16,191,000	8,639,000	953,000	8,245,000		3,914,000	1,943,000				5,010,000	11,292,000	9,385,000	2,710,000		2,892,000		3,986,000
Total compensation expense not yet been recognized		61,600,000
Compensation expense expected to be recognized in 2012		19,500,000
Compensation expense expected to be recognized in 2013		18,400,000
Compensation expense expected to be recognized in 2014		12,000,000
Compensation expense expected to be recognized in 2015		8,300,000
Compensation expense expected to be recognized in 2016		$ 3,400,000

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INCOME TAXES (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Operating loss and tax credit forwards
Capital loss carryforwards	$ 6,638
Net deferred tax assets (liabilities)
Total deferred tax assets	21,574	27,998
Valuation allowance	(16,996)	(17,493)
Net deferred tax assets	4,578	10,505
Total deferred tax liabilities	(29,220)	(36,463)
Net deferred tax liabilities	(24,642)	(25,958)
Tax effects of temporary differences and carryforwards included in net deferred tax liabilities
Operating loss and tax credit forwards	5,489	16,074
REIT deferred state tax liability		(9,653)
Other TRS Property, primarily differences in basis of assets and liabilities	(13,135)	(14,886)
Valuation allowance	(16,996)	(17,493)
Net deferred tax liabilities	(24,642)	(25,958)
State
Operating loss and tax credit forwards
Net operating loss carryforwards	$ 25,944

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2011

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

NOTE 20       QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	2011
	Successor
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
Total revenues	$	620,414		$	603,020		$	624,179		$	657,985
Operating income	158,314			143,821			135,698			122,832
Income (loss) from continuing operations	9,846			(197,191		)	260,250			(352,693		)
Income (loss) from discontinued operations	(2,910		)	(4,922		)	(3,689		)	(15,572		)
Net income (loss) attributable to common shareholders	5,664			(203,047		)	252,049			(367,838		)
Basic earnings (loss) per share from:(1)
Continuing operations	0.01			(0.21		)	0.27			(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Diluted earnings (loss) per share from:(1)
Continuing operations	—			(0.21		)	(0.08		)	(0.37		)
Discontinued operations	—			(0.01		)	—			(0.02		)
Dividends declared per share(2)	0.10			0.10			0.10			0.53
Weighted-average shares outstanding:
Basic	957,435			946,769			936,260			943,669
Diluted	996,936			946,769			970,691			943,669

	2010
	Predecessor												Successor
	First Quarter			Second Quarter			Third Quarter			Period from October 1 through November 9			Period from November 10 through December 31
	(In thousands, except per share amounts)
Total revenues	$	625,672		$	616,642		$	622,830		$	276,299		$	373,250
Operating income	242,641			236,348			233,818			107,492			75,804
Income (loss) from continuing operations	(19,560		)	(126,080		)	(226,657		)	(263,044		)	(249,079		)
Income (loss) from discontinued operations	75,334			8,508			(7,122		)	(653,787		)	(7,005		)
Net income (loss) attributable to common shareholders	51,656			(117,527		)	(231,185		)	(888,702		)	(254,216		)
Basic earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Diluted earnings (loss) per share from:(1)
Continuing operations	(0.08		)	(0.40		)	(0.71		)	(0.78		)	(0.26		)
Discontinued operations	0.24			0.03			(0.02		)	(2.02		)	(0.01		)
Dividends declared per share	—			—			—			—			0.38
Weighted-average shares outstanding:
Basic	315,773			317,363			317,393			317,393			945,248
Diluted	317,070			317,363			317,393			317,393			945,248

(1)Earnings (loss) per share for the quarters do not add up to annual earnings per share due to the issuance of additional common stock during the year.

(2)Includes $0.43 non-cash distribution of Rouse Properties, Inc. (Note 11).

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RENTALS UNDER OPERATING LEASES (Details) (Consolidated, USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Consolidated
Minimum future rentals
2012	$ 1,337,195
2013	1,267,646
2014	1,143,619
2015	1,003,459
2016	860,472
Subsequent	2,675,265
Total	$ 8,287,656

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RENTALS UNDER OPERATING LEASES (Tables)

12 Months Ended

Dec. 31, 2011

RENTALS UNDER OPERATING LEASES

Schedule of minimum future rentals under operating leases

Year	Amount
	(In thousands)
2012	$	1,337,195
2013		1,267,646
2014		1,143,619
2015		1,003,459
2016		860,472
Subsequent		2,675,265
	$	8,287,656

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STOCK-BASED COMPENSATION PLANS

12 Months Ended

Dec. 31, 2011

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS

NOTE 13 STOCK-BASED COMPENSATION PLANS

Incentive Stock Plans

        On October 27, 2010, New GGP, Inc. adopted the General Growth Properties, Inc. 2010 Equity Plan (the "Equity Plan") which remains in effect after the Effective Date. The number of shares of New GGP, Inc. common stock reserved for issuance under the Equity Plan is equal to 4% of New GGP, Inc.'s outstanding shares on a fully diluted basis as of the Effective Date. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, "the Awards"). Directors, officers and other employees of GGP's and its subsidiaries and affiliates are eligible for Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of GGP's common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed ten years.

        Pursuant to the Plan, on the Effective Date, unvested options issued by the Predecessor became fully vested. Each option to acquire a share of the Predecessor common stock was replaced by two options: an option to acquire one share of New GGP, Inc. common stock and a separate option to acquire 0.098344 of a share of HHC common stock.

        The exercise price under the Predecessor outstanding options was allocated to the New GGP, Inc. options and the HHC options based on the relative fair values of the two underlying stocks. For purposes of such allocation, the volume-weighted price of shares of New GGP, Inc. and HHC during the last ten-day trading period (the "Trading Period") ending on or before the 60th day after the Effective Date was used. As the date of emergence was November 9, 2010, the Trading Period was December 27, 2010 through January 7, 2011. The volume-weighted price of one New GGP, Inc. common share was $15.29 and one HHC common share was $54.13, during the Trading Period and, therefore, the exercise prices for the Predecessor options replaced were allocated in a ratio of approximately 74.15% to GGP and 25.85% to HHC. In addition, we agreed with HHC that all exercises of replacement options, except for those of two former senior executives that they exercised in 2010 immediately upon their termination of employment, would be settled by the employer of the Predecessor employee at the time of exercise.

Stock Options

        The following tables summarize stock option activity for the Equity Plan for the Successor and for the 2003 Incentive Stock Plan for the Predecessor for the periods ended December 31, 2011, November 9 through December 31, 2010, January 1, 2010 through November 9, 2010 and for 2009.

	Successor										Predecessor
	2011					2010					2010					2009
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Stock options outstanding at January 1		5,427,011		$	20.21		5,413,917		$	16.26		4,241,500		$	31.63		4,730,000		$	33.01
(November 10 for Successor in 2010), Granted		8,662,716			15.26		1,891,857			14.73		2,100,000			10.56		—			—
Stock dividend adjustment		—			—		—			—		58,127			30.32		—			—
Exercised		(51,988	)		11.05		(1,828,369	)		2.72		—			—		—			—
Forfeited		(1,606,792	)		14.96		(25,000	)		14.73		(55,870	)		64.79		(290,000	)		54.66
Expired		(927,078	)		39.31		(25,394	)		34.05		(929,840	)		44.28		(198,500	)		30.78
Stock options outstanding at December 31		11,503,869		$	15.65		5,427,011		$	20.21		5,413,917		$	20.61		4,241,500		$	31.63

	Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price		Shares		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price
$9.00 - $13.00		2,102,363		8.6	$	10.34		602,363		6.0	$	10.57
$14.00 - $17.00		8,902,418		9.3		15.15		667,440		8.9		14.73
$34.00 - $37.00		—		—		—		—		—		—
$46.00 - $50.00		499,088		0.2		46.95		499,088		0.2		46.96
Total		11,503,869		8.7	$	15.65		1,768,891		5.2	$	22.40
Intrinsic value (in thousands)	$	9,839					$	2,874

        Stock options under the Equity Plan generally vest in 20% increments annually from one year from the grant date. Options under the 2003 Plan were replaced under the Plan with options, fully vested, in New GGP Inc. common stock. The intrinsic value of outstanding and exercisable stock options as of December 31, 2011 represents the excess of our closing stock price on that date, $15.02, over the exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options, and is not presented in the table above if the result is a negative value. The intrinsic value of exercised stock options represents the excess of our stock price at the time the option was exercised over the exercise price and was $0.2 million for options exercised during the year ended December 31, 2011 and $23.7 million for options exercised during the period from November 10, 2010 through December 31, 2010, No stock options were exercised during the period of January 1, 2010 through November 9, 2010, or during the year ended December 31, 2009.

        The weighted-average fair value of stock options as of the grant date was $4.59 for stock options granted during the year ended December 31, 2011, $3.92 for stock options granted during the period from November 10, 2010 through December 31, 2010 and $4.99 for stock options granted during the period from January 1, 2010 through November 9, 2010. No stock options were granted during the year ended December 31, 2009.

Restricted Stock

        Pursuant to the Equity Plan and the 2003 Stock Incentive Plan, GGP and the Predecessor, respectively, made restricted stock grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant. The vesting terms varied in that a portion of the shares vested either immediately or on the first anniversary and the remainder vested in equal annual amounts over the next two to five years. Participating employees were required to remain employed for vesting to occur (subject to certain exceptions in the case of retirement). Shares that did not vest were forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not ultimately vest. All the Predecessor grants of restricted stock became vested at the Effective Date. Each share of the Predecessor's previously restricted common stock was replaced on the Effective Date by one share of New GGP, Inc. common stock and 0.098344 of a share of HHC common stock (rounded down to the nearest whole share because no fractional HHC shares were issued in accordance with the Plan).

        The following table summarizes restricted stock activity for the respective grant year ended December 31, 2011, the periods from November 10, 2010 through December 31, 2010, the period from January 1, 2010 through November 9, 2010 and for the year ended December 31, 2009:

	Successor										Predecessor
	2011					2010					2010					2009
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested restricted stock grants outstanding as of beginning of period		2,807,682		$	14.24		—		$	—		275,433		$	33.04		410,767		$	41.29
Granted		84,659			14.98		3,053,092			14.21		90,000			15.14		70,000			2.10
Canceled		(329,292	)		14.73		(12,500	)		14.73		(8,097	)		35.57		(69,628	)		46.04
Vested		(846,117	)		14.23		(232,910	)		13.87		(357,336	)		28.48		(135,706	)		35.38
Nonvested restricted stock grants outstanding as of end of period		1,716,932		$	14.19		2,807,682		$	14.24		—		$	—		275,433		$	33.04

The weighted average remaining contractual term (in years) of nonvested awards as of December 31, 2011 was 2.7 years.

        The total fair value of restricted stock grants which vested was $12.1 million during the year ended December 31, 2011, $3.7 million during the period from November 10, 2010 through December 31, 2010, $5.6 million during the period from January 1, 2010 through November 9, 2010 and $0.1 million during the year ended December 31, 2009.

Threshold-Vesting Stock Options

        Under the 1998 Incentive Stock Plan (the "1998 Incentive Plan"), stock incentive awards to employees in the form of threshold-vesting stock options ("TSOs") have been granted. The exercise price of the TSO was the current market price ("CMP") as defined in the 1998 Incentive Plan of the Predecessor common stock on the date the TSO was granted. In order for the TSOs to vest, common stock must achieve and sustain the applicable threshold price for at least 20 consecutive trading days at any time during the five years following the date of grant. Participating employees must remain employed until vesting occurs in order to exercise the options. The threshold price was determined by multiplying the CMP on the date of grant by an Estimated Annual Growth Rate (7%) and compounding the product over a five-year period. TSOs granted in 2004 and thereafter were required to be exercised within 30 days of the vesting date or be forfeited. TSOs granted prior to 2004, all of which have vested, have a term of up to 10 years. Under the 1998 Incentive Plan, 8,163,995 options had been granted and there were no grants in 2008. The 1998 Incentive Plan terminated December 31, 2008. All unvested TSOs vested on the Effective Date and were replaced by vested GGP options and HHC options with equivalent terms as the former TSOs. As most TSOs were granted subsequent to 2004, the majority of the options as replacements for TSOs were forfeited on December 10, 2010. The following is information for the options as replacements for TSOs as of December 31, 2010 and for the year then ended:

Predecessor:
TSOs Outstanding, January 1, 2009		2,220,932
Forfeited/Canceled		(252,407	)
Exercised		—
TSOs Outstanding, December 31, 2009		1,968,525
Stock Dividend Adjustment		30,917
Forfeited/Canceled		(305,027	)
Exercised		(5,156	)
TSOs Outstanding, November 9, 2010		1,689,259
Successor:
Forfeited/Expired(*)		(1,578,749	)
Surrendered for cash		(1,085	)
Options as replacements for TSOs outstanding, December 31, 2010		109,425
Stock Dividend Adjustment		2,370
Forfeited/Expired(*)		(8,789	)
Exercised		(69,451	)
Options as replacements for TSOs outstanding, December 31, 2011		33,555
Weighted Average Exercise Price Outstanding	$	11.27
Weighted Average Remaining Term Outstanding		0.59
Fair Value of Outstanding Options on Effective Date (in thousands)	$	465

(*)

All outstanding TSOs vested pursuant to the Plan on the Effective Date. The majority of the TSOs outstanding on the Effective Date had terms which stated that, once vested, such options would expire within 30 days if not exercised.

        Holders of in-the-money options under the 1998 Incentive Stock Plan had the right to elect, within sixty days after the Effective Date, to surrender such options for a cash payment equal to the amount by which the highest reported sales price for a share of the Predecessor common stock during the sixty-day period prior to and including the Effective Date exceeded the exercise price per share under such option, multiplied by the number of shares of common stock subject to such option.

Other Required Disclosures

        Historical data, such as the past performance of our common stock and the length of service by employees, is used to estimate expected life of the stock options, TSOs and our restricted stock and represents the period of time the options or grants are expected to be outstanding. The weighted average estimated values of options granted were based on the following assumptions:

	Successor						Predecessor
	Year Ended December 31, 2011			November 10, 2010 through December 31, 2010			January 1, 2010 through November 9, 2010			Year Ended December 31, 2009
Risk-free interest rate(*)		1.25	%		1.26	%		1.39	%	No options granted
Dividend yield(*)		2.50	%		2.72	%		2.86	%	No options granted
Expected volatility		41.16	%		38.00	%		38.00	%	No options granted
Expected life (in years)		6.5			5.0			5.0		No options granted

(*)

Weighted average

        Compensation expense related to stock-based compensation plans is summarized in the following table:

	Successor				Predecessor
	For the year ended December 31, 2011		For the period from November 10, 2010 through December 31, 2010		For the period from January 1, 2010 through November 9, 2010		For the year ended December 31, 2009
			(in thousands)
Stock options	$	8,245	$	953	$	3,914	$	1,943
Restricted stock		11,292		5,010		9,385		2,710
TSOs		—		—		2,892		3,986
Total	$	19,537	$	5,963	$	16,191	$	8,639

        The Successor consolidated statements of operations do not include any expense related to the conversion of the Predecessor options to acquire the Predecessor common stock into options to acquire New GGP, Inc. and HHC common stock as such options were fully vested at the Effective Date and no service period expense or compensation expense is therefore recognizable.

        As of December 31, 2011, total compensation expense which had not yet been recognized related to nonvested options and restricted stock grants was $61.6 million. Of this total, $19.5 million is expected to be recognized in 2012, $18.4 million in 2013, $12.0 million in 2014, $8.3 million in 2015 and $3.4 million in 2016. These amounts may be impacted by future grants, changes in forfeiture estimates or vesting terms, actual forfeiture rates which differ from estimated forfeitures and/or timing of TSO vesting.