GGP Ggp Inc. (delisted)

General Growth Properties, Inc. (NYSE: GGP) (the Company) announced today its results of operations for the fourth quarter of 2008. Core Funds From Operations (Core FFO) per fully diluted share for the fourth quarter of 2008 were $0.72, Funds From Operations (FFO) per fully diluted share were $0.70 and Earnings per share � diluted (EPS) were zero. For the full year 2008 Core FFO was $2.83, FFO was $2.72 and EPS was $0.10. Although FFO per fully diluted share for the fourth quarter of 2008 increased from the $0.64 of FFO per fully diluted share for the fourth quarter of 2007, both Core FFO and EPS declined in the fourth quarter of 2008, as compared to the fourth quarter of 2007. Both the quarterly and annual 2008 and 2007 comparable periods had significant items that affected FFO comparability, including provisions for impairment, tax restructuring benefit and strategic review costs. A supplemental schedule showing such items and their impact on 2008 and 2007 FFO is provided with this release.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

• Core FFO is defined as Funds From Operations excluding the Real Estate Property Net Operating Income (NOI) from the Master Planned Communities segment and the (provision for) benefit from income taxes. Core FFO for the fourth quarter of 2008 was $231.0 million, or $0.72 per fully diluted share, as compared to $271.2 million, or $0.92 per fully diluted share, for the fourth quarter of 2007. While the aggregate of minimum rents and tenant recoveries remained essentially flat for the quarter, overall declines in the general economy, and the retail market specifically , impacted our retail properties causing revenue reductions in overage rents and other income (for items including promotion, sponsorship, and parking income). Cost reductions in marketing, repairs and maintenance, supplies, contracted services, security, landscaping and personnel costs did not fully offset our revenue declines.
• FFO was $222.2 million in the fourth quarter of 2008 as compared to $190.4 million in the fourth quarter of 2007, an increase of approximately $31.8 million. FFO was significantly impacted by items as detailed in the attached supplemental schedule. Excluding such items, FFO declined in the fourth quarter of 2008 as compared to the fourth quarter of 2007 as a result of lower comparable NOI in the retail and other segment and higher interest expense.
• EPS were zero in the fourth quarter of 2008 compared to $0.24 in the fourth quarter of 2007, substantially all of which was due to the items listed in the attached supplemental schedule and the matters affecting Core FFO and FFO described above.

2009 Maturing Debt and Liquidity Concerns

We are primarily focused on our near and intermediate term loan maturities. The refinancing market remains at a standstill. We are considering all strategic alternatives and are continuing our discussions with our lenders. In addition, we have suspended our cash dividend, halted or slowed nearly all of our development and redevelopment projects, systematically engaged in certain cost reduction or efficiency programs, reduced our workforce by over 20% and sold certain non-mall assets. We currently have approximately $1.179 billion of past due debt and approximately $4.09 billion of debt that could be accelerated. However, our lenders have not yet exercised any of their remedy rights with respect to such debt. In addition, we have an additional $1.44 billion of consolidated mortgage debt and approximately $595 million of unsecured bonds scheduled to mature in the balance of 2009 that remains to be refinanced, repaid or extended. In the event that we are unable to extend or refinance our near and intermediate term loan maturities, we may be required to seek legal protection from our creditors.

Given the uncertainties concerning our ability to refinance maturing loans and the impact of potential strategic alternatives, we will not provide Core FFO guidance for 2009 at this time.

SEGMENT RESULTS

Retail and Other Segment

• NOI declined 2.4% from the $718.9 million reported for the fourth quarter of 2007 to $701.8 million for the fourth quarter of 2008. This reduction in NOI is primarily due to decreased revenue primarily due to declines in overage rents and other income.
• Comparable NOI from consolidated properties decreased 4.1% in the fourth quarter of 2008 versus the fourth quarter of 2007.
• Comparable NOI from unconsolidated properties at the Company�s ownership share for the fourth quarter of 2008 declined by approximately 10.0% compared to the fourth quarter of 2007. Declines in termination income in 2008 (due to certain individually large terminations in 2007) and foreign currency translation rate differences between periods caused the comparable NOI decline for unconsolidated properties to be significantly larger than that of the comparable consolidated properties.
• Revenues from consolidated properties declined approximately 3.2% for the fourth quarter of 2008, or approximately $27.5 million, to $840.5 million as compared to $868.0 million for the same period in 2007 primarily due to declines in overage rent and other income.
• Revenues from unconsolidated properties at the Company�s ownership share declined slightly for the fourth quarter 2008 as compared to the fourth quarter of 2007, to $162.2 million from $163.2 million, as increased minimum rents from certain expansions and renovations opened since late 2007 and certain ownership increases in properties owned through our international joint ventures were more than offset by overage and other income declines across the segment.
• Comparable tenant sales, on a trailing twelve month basis, decreased 3.8% compared to the same period last year.
• Sales per square foot, on a trailing twelve month basis, decreased 4.2% compared to the same period last year.

• Retail Center occupancy decreased to 92.5% at December 31, 2008 from 93.8% at December 31, 2007.

Master Planned Communities Segment

• Land sale revenues for the fourth quarter of 2008 were $35.5 million for consolidated properties and $18.1 million for unconsolidated properties, compared to $31.5 million and $15.5 million, respectively, for the fourth quarter of 2007. Increases in land sale revenues reflect bulk sales of lots in 2008 as overall demand for individual lots remained weak, a condition that is expected to continue into 2009.
• NOI, before the provision for impairment, from the Master Planned Communities segment for the fourth quarter of 2008 was $5.7 million for consolidated properties and $7.9 million for unconsolidated properties, as compared to $7.7 million and $2.2 million, respectively, in the fourth quarter of 2007. Excluding the aggregate $127.6 million provisions for impairment recognized in the fourth quarter of 2007 at our Columbia and Fairwood communities as detailed in the attached supplemental schedule, sales margins in 2008 were below 2007 levels as completed land sales in 2008 were primarily bulk lot sales.

GGP INFORMATION/WEBSITE

The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company�s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol GGP. For more information, please visit the Company website at http://www.ggp.com.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS

FUNDS FROM OPERATIONS AND CORE FFO

The Company, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure of operating performance for a Real Estate Investment Trust (REIT). The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and including adjustments for unconsolidated partnerships and joint ventures.

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. However, we believe that FFO is a less meaningful supplemental measure for the Master Planned Communities segment of our business. FFO does not facilitate an understanding of the operating performance of the Master Planned Communities segment of our business as our primary strategy in this segment is to develop and sell land in a manner that increases the value of the remaining land. In addition, the Master Planned Communities segment of our business is operated within taxable REIT subsidiaries and therefore our (provision for) benefit from income tax expense is largely attributable to this segment of the business. To isolate these parts of the Company from the Retail and Other segment, for which FFO is a relevant measure of operating performance, the Company also uses Core FFO as an operating measure. Core FFO is defined as FFO excluding the NOI from the Master Planned Communities segment and the (provision for) benefit from income taxes.

In order to provide a better understanding of the relationship between Core FFO, FFO and GAAP net income, a reconciliation of Core FFO and FFO to GAAP net income has been provided. Neither Core FFO nor FFO represent cash flow from operating activities in accordance with GAAP, neither should be considered as an alternative to GAAP net income and neither is necessarily indicative of cash available to fund cash needs. In addition, the Company has presented FFO 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.

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND COMPARABLE NOI

The Company believes that NOI is a useful supplemental measure of the Company�s operating performance. The Company defines NOI as operating revenues (rental income, land sales, tenant recoveries and other income) less property and related expenses (real estate taxes, land sales operating costs, repairs and maintenance, marketing and other property expenses). As with FFO described above, NOI has been reflected on a consolidated and unconsolidated 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 other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, minority interest in consolidated joint ventures, 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, land values (with respect to the Master Planned Communities) and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income. 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 that 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. For reference, and as an aid in understanding management�s computation of NOI, a reconciliation of NOI to consolidated operating income as computed in accordance with GAAP has been presented.

Comparable NOI excludes from both years the NOI of properties with significant physical or merchandising changes and those properties acquired or opened during the relevant comparative accounting periods.

PROPERTY INFORMATION

The Company has presented information on its consolidated and unconsolidated properties separately in the accompanying financial schedules. As a significant portion of the Company�s total operations are structured as joint venture arrangements which are unconsolidated, management of the Company believes that operating data with respect to all properties owned provides important insights into the income produced by such investments for the Company as a whole. In addition, the individual items of revenue and expense for the unconsolidated properties have been presented at the Company�s ownership share of such unconsolidated ventures. As substantially all of the management operating philosophies and strategies are the same regardless of ownership structure, an aggregate presentation of NOI and other operating statistics yields a more accurate representation of the relative size and significance of such elements of the Company�s overall operations.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, a potential bankruptcy filing, our ability to refinance our near and intermediate term debt, tenant occupancy and tenant bankruptcies, our level of indebtedness and interest rates, retail and credit market conditions, impairments, land sales in the Master Planned Communities segment, the cost and success of development and re-development projects and our ability to successfully manage our strategic and financial review and our liquidity demands. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

� GENERAL GROWTH PROPERTIES, INC. OVERVIEW (In thousands, except per share amounts) � Three Months Ended Twelve Months Ended December 31, December 31, 2008 2007 2008 2007 Funds From Operations ("FFO") � Company stockholders $ 186,759 $ 157,034 $ 717,731 $ 907,010 Operating Partnership unitholders � 35,446 � 33,388 � 141,132 � 193,798 Operating Partnership $ 222,205 $ 190,422 $ 858,863 $ 1,100,808 � Increase (decrease) in FFO over comparable prior year period � 16.7 % � (36.8) % � (22.0) % � 22.0 % � FFO per share: Company stockholders - basic $ 0.70 $ 0.64 $ 2.74 $ 3.72 Operating Partnership - basic 0.70 0.64 2.74 3.72 Operating Partnership - diluted 0.70 0.64 2.72 3.71 Increase (decrease) in diluted FFO per share over comparable prior year period 9.4 % (37.3) % (26.7) % 21.2 % � Core Funds From Operations ("Core FFO") Core FFO $ 231,024 $ 271,232 $ 891,801 $ 880,933 (Decrease) increase in Core FFO over comparable prior year period (14.8) % (7.1) % 1.2 % 1.0 % � Core FFO per share - diluted 0.72 0.92 2.83 2.97 (Decrease) increase in diluted Core FFO per share over comparable prior year period (21.7) % (7.1) % (4.7) % 0.3 % � Dividends Dividends paid per share $ - $ 0.50 $ 1.50 $ 1.85 Payout ratio (% of diluted FFO paid out) - % 78.1 % 55.1 % 49.9 % � Real Estate Property Net Operating Income ("NOI") Retail and Other: Consolidated $ 594,149 $ 613,809 $ 2,190,725 $ 2,056,996 Unconsolidated � 107,607 � 105,122 � 397,133 � 419,427 Total Retail and Other � 701,756 � 718,931 � 2,587,858 � 2,476,423 Master Planned Communities: Consolidated 5,682 (119,924) (37,230) (98,659) Unconsolidated � 7,930 � 2,163 � 25,878 � 27,204 Total Master Planned Communities � 13,612 � (117,761) � (11,352) � (71,455) Total Real estate property net operating income $ 715,368 $ 601,170 $ 2,576,506 $ 2,404,968 � December 31, December 31, Selected Balance Sheet Information 2008 2007 Cash and cash equivalents $ 168,993 $ 99,534 � Investment in real estate: Net land, buildings and equipment $ 22,723,390 $ 22,359,249 Developments in progress 1,076,675 987,936 Net investment in and loans to/from Unconsolidated Real Estate Affiliates 1,837,635 1,803,366 Investment property and property held for development and sale � 1,823,362 � 1,639,372 Net investment in real estate $ 27,461,062 $ 26,789,923 � Total assets $ 29,557,330 $ 28,814,319 � Mortgage, notes and loans payable $ 24,853,313 $ 24,282,139 Minority interest - Preferred 121,232 121,482 Minority interest - Common 387,616 351,362 Stockholders' equity � 1,754,748 � 1,456,696 Total capitalization (at cost) $ 27,116,909 $ 26,211,679 � Consolidated Properties Unconsolidated Properties (a) Average Average Outstanding Interest Outstanding Interest Summarized Debt Information Balance Rate (d) Balance Rate (d) Fixed rate (c) $ 20,221,745 5.63 % $ 2,848,954 5.69 % Variable rate (c) � 4,441,137 � 6.49 � 314,790 � 6.91 Totals $ 24,662,882 (b) � 5.79 % $ 3,163,744 � 5.81 % � (a) Reflects the Company's share of debt relating to the properties owned by the Unconsolidated Real Estate Affiliates. (b)

Excludes liabilities to special improvement districts of $69.9 million, minority interest adjustment of $71.0 million and purchase accounting mark-to-market adjustments of $49.5 million.

(c) Includes the effects of interest rate swaps. (d) Rates include the effects of deferred finance costs and the effect of a 360 day rate applied over a 365 day period. � GENERAL GROWTH PROPERTIES, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) � � � � � � Three Months Ended Twelve Months Ended December 31, December 31, 2008 2007 2008 2007 Revenues: Minimum rents $ 539,531 $ 544,440 $ 2,085,758 $ 1,933,674 Tenant recoveries 232,605 233,548 927,332 859,801 Overage rents 33,910 46,438 72,882 89,016 Land sales 35,478 31,538 66,557 145,649 Management and other fees 22,055 26,180 85,773 106,584 Other � 37,304 � � 46,524 � � 123,223 � � 127,077 � Total revenues � 900,883 � � 928,668 � � 3,361,525 � � 3,261,801 � Expenses: Real estate taxes 68,536 66,480 274,317 246,484 Repairs and maintenance 58,165 65,022 234,987 216,536 Marketing 11,949 19,134 43,426 54,664 Other property operating costs 104,757 108,233 436,804 418,295 Land sales operations 29,796 23,862 63,441 116,708 Provision for (benefit from) doubtful accounts 2,939 (4,640 ) 17,873 5,426 Property management and other costs 38,983 43,770 184,738 198,610 General and administrative 40,198 16,076 57,972 37,005 Provisions for impairment 60,487 127,903 116,611 130,533 Litigation (benefit) provision (57,145 ) 89,225 (57,145 ) 89,225 Depreciation and amortization � 194,043 � � 142,610 � � 759,930 � � 670,454 � Total expenses � 552,708 � � 697,675 � � 2,132,954 � � 2,183,940 � Operating income 348,175 230,993 1,228,571 1,077,861 � Interest income 241 1,637 3,197 8,641 Interest expense � (342,964 ) � (319,333 ) � (1,299,496 ) � (1,174,097 ) Income (loss) before income taxes, minority interest and equity in income of Unconsolidated Real Estate Affiliates 5,452 (86,703 ) (67,728 ) (87,595 ) (Provision for) benefit from income taxes (22,045 ) 37,709 (23,461 ) 294,160 Minority interest (3,113 ) (16,241 ) (9,145 ) (77,012 ) Equity in income of Unconsolidated Real Estate Affiliates � 18,682 � � 123,961 � � 80,594 � � 158,401 � (Loss) income from continuing operations (1,024 ) 58,726 (19,740 ) 287,954 Discontinued operations, net of minority interest - gains on dispositions � 59 � � - � � 46,000 � � - � Net (loss) income $ (965 ) $ 58,726 � $ 26,260 � $ 287,954 � � Basic and Diluted Earnings (Loss) Per Share: Continuing operations $ 0.00 $ 0.24 $ (0.08 ) $ 1.18 Discontinued operations � 0.00 � � - � � 0.18 � � - � Total basic and diluted earnings per share $ 0.00 � $ 0.24 � $ 0.10 � $ 1.18 � � Diluted Earnings (Loss) Per Share: Continuing operations $ 0.00 $ 0.24 $ (0.07 ) $ 1.18 Discontinued operations � 0.00 � � - � � 0.17 � � - � Total diluted earnings per share $ 0.00 � $ 0.24 � $ 0.10 � $ 1.18 � � GENERAL GROWTH PROPERTIES, INC. PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS ("FFO") (In thousands) � � � � � Three Months Ended December 31, 2008 Consolidated Unconsolidated Segment Retail and Other Properties Properties Basis Property revenues: Minimum rents $ 539,531 $ 99,617 $ 639,148 Tenant recoveries 232,605 40,517 273,122 Overage rents 33,910 4,424 38,334 Other, including minority interest � 34,449 � � 17,688 � � 52,137 � Total property revenues � 840,495 � � 162,246 � � 1,002,741 � Property operating expenses: Real estate taxes 68,536 11,005 79,541 Repairs and maintenance 58,165 9,791 67,956 Marketing 11,949 2,783 14,732 Other property operating costs 104,757 29,630 134,387 Provision for doubtful accounts � 2,939 � � 1,430 � � 4,369 � Total property operating expenses � 246,346 � � 54,639 � � 300,985 � Retail and other net operating income � 594,149 � � 107,607 � � 701,756 � � Master Planned Communities Land sales 35,478 18,126 53,604 Land sales operations � (29,796 ) � (10,196 ) � (39,992 ) Master Planned Communities net operating income 5,682 7,930 13,612 � � � Real estate property net operating income 599,831 115,537 $ 715,368 � � Management and other fees 22,055 1,018 Property management and other costs (38,983 ) (9,490 ) General and administrative (40,198 ) (13,498 ) Provisions for impairment (60,487 ) (328 ) Litigation benefit 57,145 - Depreciation on non-income producing assets, including headquarters building (2,445 ) (1 ) Interest income 241 1,249 Interest expense (342,964 ) (42,830 ) Provision for income taxes (22,045 ) (386 ) Preferred unit distributions (2,427 ) - Other FFO from minority interest � 1,181 � � 30 � FFO 170,904 51,301 Equity in FFO of Unconsolidated Properties � 51,301 � � (51,301 ) Operating Partnership FFO $ 222,205 � $ - � � � Three Months Ended December 31, 2007 Consolidated Unconsolidated Segment Retail and Other Properties Properties Basis Property revenues: Minimum rents $ 544,440 $ 96,337 $ 640,777 Tenant recoveries 233,548 39,098 272,646 Overage rents 46,438 6,360 52,798 Other, including minority interest � 43,613 � � 21,440 � � 65,053 � Total property revenues � 868,039 � � 163,235 � � 1,031,274 � Property operating expenses: Real estate taxes 66,480 9,863 76,343 Repairs and maintenance 65,022 10,443 75,465 Marketing 19,134 3,609 22,743 Other property operating costs 108,234 34,162 142,396 (Recovery of) provision for doubtful accounts � (4,640 ) � 36 � � (4,604 ) Total property operating expenses � 254,230 � � 58,113 � � 312,343 � Retail and other net operating income � 613,809 � � 105,122 � � 718,931 � � Master Planned Communities Land sales 31,538 15,459 46,997 Land sales operations (23,862 ) (13,296 ) (37,158 ) Master Planned Communities net operating income before � � � provision for impairment 7,676 2,163 9,839 � Provision for impairment � (127,600 ) � - � � (127,600 ) Master Planned Communities net operating (loss) income (119,924 ) 2,163 (117,761 ) � � � Real estate property net operating income 493,885 107,285 $ 601,170 � � Management and other fees 26,180 7,046 Property management and other costs (43,770 ) (11,532 ) General and administrative (16,076 ) 199 Provisions for impairment (302 ) (14 ) Litigation (provision) benefit (89,225 ) 37,112 Depreciation on non-income producing assets, including headquarters building (2,800 ) - Interest income 1,637 2,616 Interest expense (319,333 ) (37,972 ) Benefit from (provision for) income taxes 37,709 (758 ) Preferred unit distributions (2,947 ) - Other FFO from minority interest � 1,451 � � 31 � FFO 86,409 104,013 Equity in FFO of Unconsolidated Properties � 104,013 � � (104,013 ) Operating Partnership FFO $ 190,422 � $ - � � GENERAL GROWTH PROPERTIES, INC. PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS ("FFO") (In thousands) � � � � � Twelve Months Ended December 31, 2008 Consolidated Unconsolidated Segment Retail and Other Properties Properties Basis Property revenues: Minimum rents $ 2,085,758 $ 383,003 $ 2,468,761 Tenant recoveries 927,332 159,499 1,086,831 Overage rents 72,882 9,461 82,343 Other, including minority interest � 112,160 � � 62,081 � � 174,241 � Total property revenues � 3,198,132 � � 614,044 � � 3,812,176 � Property operating expenses: Real estate taxes 274,317 44,934 319,251 Repairs and maintenance 234,987 36,800 271,787 Marketing 43,426 8,501 51,927 Other property operating costs 436,804 123,234 560,038 Provision for doubtful accounts � 17,873 � � 3,442 � � 21,315 � Total property operating expenses � 1,007,407 � � 216,911 � � 1,224,318 � Retail and other net operating income � 2,190,725 � � 397,133 � � 2,587,858 � � Master Planned Communities Land sales 66,557 72,189 138,746 Land sales operations (63,441 ) (46,311 ) (109,752 ) Master Planned Communities net operating income before � � � provision for impairment 3,116 25,878 28,994 � Provision for impairment � (40,346 ) � - � � (40,346 ) Master Planned Communities net operating (loss) income (37,230 ) 25,878 (11,352 ) � � � Real estate property net operating income 2,153,495 423,011 $ 2,576,506 � � Management and other fees 85,773 16,969 Property management and other costs (184,738 ) (41,549 ) General and administrative (57,972 ) (21,215 ) Provisions for impairment (76,265 ) (389 ) Litigation benefit 57,145 - Depreciation on non-income producing assets, including headquarters building (10,361 ) - Interest income 3,197 5,973 Interest expense (1,299,496 ) (168,025 ) (Provision for) benefit from income taxes (23,461 ) 1,875 Preferred unit distributions (10,572 ) - Other FFO from minority interest � 5,348 � � 120 � FFO 642,093 216,770 Equity in FFO of Unconsolidated Properties � 216,770 � � (216,770 ) Operating Partnership FFO $ 858,863 � $ - � � � Twelve Months Ended December 31, 2007 Consolidated Unconsolidated Segment Retail and Other Properties Properties Basis Property revenues: Minimum rents $ 1,933,674 $ 406,241 $ 2,339,915 Tenant recoveries 859,801 173,486 1,033,287 Overage rents 89,016 12,213 101,229 Other, including minority interest � 115,910 � � 82,884 � � 198,794 � Total property revenues � 2,998,401 � � 674,824 � � 3,673,225 � Property operating expenses: Real estate taxes 246,484 50,478 296,962 Repairs and maintenance 216,536 40,559 257,095 Marketing 54,664 12,233 66,897 Other property operating costs 418,295 150,149 568,444 Provision for doubtful accounts � 5,426 � � 1,978 � � 7,404 � Total property operating expenses � 941,405 � � 255,397 � � 1,196,802 � Retail and other net operating income � 2,056,996 � � 419,427 � � 2,476,423 � � Master Planned Communities Land sales 145,649 85,017 230,666 Land sales operations (116,708 ) (57,813 ) (174,521 ) Master Planned Communities net operating income before � � � provision for impairment 28,941 27,204 56,145 � Provision for impairment � (127,600 ) � - � � (127,600 ) Master Planned Communities net operating (loss) income (98,659 ) 27,204 (71,455 ) � � � Real estate property net operating income 1,958,337 446,631 $ 2,404,968 � � Management and other fees 106,584 19,869 Property management and other costs (198,610 ) (44,994 ) General and administrative (37,005 ) (3,700 ) Provisions for impairment (2,933 ) (232 ) Litigation provision (89,225 ) - Depreciation on non-income producing assets, including headquarters building (12,006 ) - Interest income 8,641 16,417 Interest expense (1,174,097 ) (176,937 ) Benefit from (provision for) income taxes 294,160 (2,830 ) Preferred unit distributions (12,963 ) - Other FFO from minority interest � 5,639 � � 62 � FFO 846,522 254,286 Equity in FFO of Unconsolidated Properties � 254,286 � � (254,286 ) Operating Partnership FFO $ 1,100,808 � $ - � � GENERAL GROWTH PROPERTIES, INC. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES (In thousands) � � � � � � Three Months Ended Twelve Months Ended December 31, December 31, 2008 2007 2008 2007 Reconciliation of Real Estate Property Net Operating Income ("NOI") to GAAP Operating Income Real estate property net operating income: Segment basis $ 715,368 $ 601,170 $ 2,576,506 $ 2,404,968 Unconsolidated Properties � (115,537 ) � (107,285 ) � (423,011 ) � (446,631 ) Consolidated Properties 599,831 493,885 2,153,495 1,958,337 Management and other fees 22,055 26,180 85,773 106,584 Property management and other costs (38,983 ) (43,770 ) (184,738 ) (198,610 ) General and administrative (40,198 ) (16,076 ) (57,972 ) (37,005 ) Provisions for impairment (60,487 ) (302 ) (76,265 ) (2,933 ) Litigation benefit (provision) 57,145 (89,225 ) 57,145 (89,225 ) Depreciation and amortization (194,043 ) (142,610 ) (759,930 ) (670,454 ) Minority interest in NOI of Consolidated Properties and other � 2,855 � � 2,911 � � 11,063 � � 11,167 � Operating income $ 348,175 � $ 230,993 � $ 1,228,571 � $ 1,077,861 � � � � Reconciliation of Core FFO to Funds From Operations ("FFO") and to GAAP Net Income Core FFO $ 231,024 $ 271,232 $ 891,801 $ 880,933 Master Planned Communities net operating income (loss) 13,612 (117,761 ) (11,352 ) (71,455 ) (Provision for) benefit from income taxes � (22,431 ) � 36,951 � � (21,586 ) � 291,330 � Funds From Operations - Operating Partnership 222,205 190,422 858,863 1,100,808 Depreciation and amortization of capitalized real estate costs (224,230 ) (164,438 ) (885,814 ) (797,189 ) Minority interest in depreciation of Consolidated Properties and other 847 811 3,330 3,199 Gains and losses on dispositions from Unconsolidated Real Estate Affiliates - 44,481 - 42,745 Minority interest to Operating Partnership unitholders � 154 � � (12,550 ) � 3,881 � � (61,609 ) (Loss) income from continuing operations (1,024 ) 58,726 (19,740 ) 287,954 Discontinued operations, net of minority interest - gains on dispositions � 59 � � - � � 46,000 � � - � Net (loss) income $ (965 ) $ 58,726 � $ 26,260 � $ 287,954 � � � � Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Affiliates Equity in Unconsolidated Properties: NOI $ 115,537 $ 107,285 $ 423,011 $ 446,631 Net property management fees and costs (8,472 ) (4,486 ) (24,580 ) (25,125 ) Net interest expense (41,581 ) (35,356 ) (162,052 ) (160,520 ) Litigation benefit - 37,112 - - Headquarters, general and administrative, provisions for impairment income taxes and minority interest in FFO � (14,182 ) � (542 ) � (19,609 ) � (6,700 ) FFO of unconsolidated properties 51,302 104,013 216,770 254,286 Depreciation and amortization of capitalized real estate costs (32,632 ) (24,628 ) (136,245 ) (138,741 ) Other, including gains on sales of investment properties � 12 � � 44,576 � � 69 � � 42,856 � Equity in income of unconsolidated real estate affiliates $ 18,682 � $ 123,961 � $ 80,594 � $ 158,401 � � � � Reconciliation of Weighted Average Shares Outstanding Basic: Weighted average number of shares outstanding - FFO per share 319,543 295,718 313,752 296,125 Conversion of Operating Partnership units � (50,974 ) � (51,851 ) � (51,557 ) � (52,133 ) Weighted average number of Company shares outstanding - GAAP EPS � 268,569 � � 243,867 � � 262,195 � � 243,992 � � Diluted: Weighted average number of shares outstanding - FFO per share 319,543 296,109 315,375 296,671 Conversion of Operating Partnership units (50,974 ) (51,851 ) (51,557 ) (52,133 ) Weighted average number of Company shares outstanding - GAAP EPS � 268,569 � � 244,258 � � 263,818 � � 244,538 � � GENERAL GROWTH PROPERTIES, INC. SUPPLEMENTAL DISCLOSURE OF CERTAIN NON-CASH REVENUES AND EXPENSES REFLECTED IN FFO (In thousands) � � � � � Three Months Ended Three Months Ended December 31, 2008 December 31, 2007 Consolidated Unconsolidated Consolidated Unconsolidated Properties Properties Properties Properties Minimum rents: Above- and below-market tenant leases, net $ 3,674 $ 1,014 $ 2,485 $ 2,716 Straight-line rent (5,329 ) (346 ) (2,315 ) 289 Real estate taxes: Real estate tax stabilization agreement (981 ) - (981 ) - Other property operating costs: Non-cash ground rent expense (1,699 ) (231 ) (2,694 ) (193 ) Interest expense: Mark-to-market adjustments on debt 3,167 637 4,063 765 Amortization of deferred finance costs (23,324 ) (434 ) (5,288 ) (344 ) Debt extinguishment costs: Write-off of mark-to-market adjustments 2,393 - 1,167 - Write-off of deferred finance costs � (7,756 ) � (13 ) � (154 ) � (2 ) Totals $ (29,855 ) $ 627 � $ (3,717 ) $ 3,231 � � � Twelve Months Ended Twelve Months Ended December 31, 2008 December 31, 2007 Consolidated Unconsolidated Consolidated Unconsolidated Properties Properties Properties Properties Minimum rents: Above- and below-market tenant leases, net $ 15,612 $ 7,446 $ 30,988 $ 9,791 Straight-line rent 27,827 6,644 24,334 7,445 Real estate taxes: Real estate tax stabilization agreement (3,924 ) - (3,924 ) - Other property operating costs: Non-cash ground rent expense (6,958 ) (924 ) (7,479 ) (769 ) Interest expense: Mark-to-market adjustments on debt 15,309 2,841 28,536 3,916 Amortization of deferred finance costs (46,034 ) (1,930 ) (18,916 ) (1,658 ) Debt extinguishment costs: Write-off of mark-to-market adjustments 2,605 - 4,932 - Write-off of deferred finance costs � (7,599 ) � (13 ) � (3,255 ) � (2 ) Totals $ (3,162 ) $ 14,064 � $ 55,216 � $ 18,723 � � � WEIGHTED AVERAGE SHARES (In thousands) � Three Months Ended Twelve Months Ended December 31, December 31, 2008 2007 2008 2007 � Basic 268,569 243,867 262,195 243,992 Diluted 268,569 244,258 263,818 244,538 Assuming full conversion of Operating Partnership units: Basic 319,543 295,718 313,752 296,125 Diluted 319,543 296,109 315,375 296,671 � GENERAL GROWTH PROPERTIES, INC. SUPPLEMENTAL SCHEDULE OF SIGNIFICANT FFO ITEMS THAT IMPACT COMPARABILITY (In thousands, except per share amounts) � � � � � Three Months Ended Twelve Months Ended December 31, December 31, � 2008 2007 2008 2007 � � � � Operating Partnership FFO $ 222,205 � $ 190,422 � $ 858,863 � $ 1,100,808 � � � � � Operating Partnership FFO per share - diluted $ 0.70 � $ 0.64 � $ 2.72 � $ 3.71 � � Significant items that affect comparability increase (decrease) Business interruption insurance recovery (a) (11,901 ) (8,608 ) (11,901 ) (20,255 ) Deemed compensation expense - officer loans (b) 15,372 - 15,372 - Strategic initiatives (c) 30,017 - 30,017 - Provisions for impairment: Operating properties 3,951 - 11,751 - Non-recoverable development costs 23,736 316 31,714 3,165 Goodwill 32,800 - 32,800 - Master planned communities-Columbia and Fairwood, net of tax - 77,134 - 77,134 Master planned communities-Nouvelle at Natick, net of tax - - 25,088 - Litigation (benefit) provision (d) (50,021 ) 52,113 (50,021 ) 89,225 Tax restructuring benefit (e) - (22,944 ) - (320,470 ) Operating Partnership FFO � � � � as adjusted for comparability $ 266,159 � $ 288,433 � $ 943,683 � $ 929,607 � � Adjusted Operating Partnership � � � � FFO per share - diluted $ 0.83 � $ 0.97 � $ 2.99 � $ 3.13 � � (a)

Business interruption insurance recovery amounts reflect separate Hurricane Katrina settlements reached with individual insurance carriers in June 2007 (Riverwalk) and in December 2007 and October 2008 (Oakwood).

(b)

The deemed compensation expense - officer loans is the cumulative amount recognized in the fourth quarter of 2008 to reflect the benefit to the Company deemed to have occurred as a result of the 2007 - 2008 extension of a series of loans to Bernard Freibaum, former CFO, and Robert Michaels, former President, by an entity related to an affiliate of a Bucksbaum family trust, a major shareholder of the Company. Such amount is a non-cash charge and the lending entity was deemed to make a capital contribution to the Company in an equal amount for no incremental equity interest in the Company.

(c)

The strategic initiatives amounts reflect fees and expenses incurred for various consultants and advisors assisting in the development of our strategic alternatives to address our current liquidity and financing situation, as well as fees associated with debt extensions.

(d)

The litigation (benefit) provision amounts reflect the accrual of damages, interest and costs related to the November 2007 adverse judgment regarding the Glendale matter and the reduction of such accruals upon settlement of such matter in December 2008.

(e)

The tax restructuring item for the twelve months ended December 31, 2007 is the tax benefit of a March 31, 2007 ownership reorganization of certain of our private REIT and taxable REIT subsidiaries, yielding the elimination of previously recognized deferred tax liabilities.