BILL ACKMAN-GENERAL GROWTH PROPERTIES PRESENTATION

The Buck’s Rebound Begins Here  May 27, 2009 

Pers Pe rshi hing ng Square Capit Capital al Management Management,, L.P. L.P.

Disclaimer  The analysis and conclusions of Pershing Square Capital Management, L.P. ("Pershing Square") regarding General Growth Growth Properties, Inc. and its its affiliates (collectively, (collectively, “GGP” or the “Company”) are based on publicly publicly available information. Pershing Square recognizes recognizes that there may be be confidential or otherwise non-public information information in the possession of the Company that could lead the Company to disagree with Pershing Square’s conclusions. The analyses provided include certain estimates and projections prepared with respect to, among other things, the historical historical and anticipated operating operating performance performance of the Company. Such statements, estimates, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that are inherently subject to significant economic, economic, competitive, and other uncertainties and contingencies contingencies and have been been included solely for illustrative illustrative purposes. purposes. No representations, representations, express or implied, are made made as to the accuracy accuracy or completeness of such statements, estimates estimates or projections projections or with respect to any other other materials herein. Actual results results may vary materially from the estimates and projected results contained herein. Pershing Pershing Square Square advise advises s funds funds that are are in the busines business s of trading trading - buying buying and selling selling - public public securities. Pershing Pershing Square owns GGP equity, equity, total return swaps, swaps, and GGP unsecured unsecured debt. It is possible that there will be developments developments in the future that cause such funds to change their positions regarding the Company and possibly increase, reduce, dispose of, or change the form of their investment in the Company. 1

Agenda



Why We Like Li ke Ge General Gro Growt wth h Propert Pro perties ies

 A

B r i ef His Hi s t o r y



Not Your Typica ypic al Ba B ankruptcy nkru ptcy



GGP’s Assets Are Ar e Gre Grea ater ter Than Its Its Liabilitie Liabilit ies s

2

Why Do We Like GGP?

Ala Moana 

What is GGP?

GGP REIT

GGMI

MPC

Includes Inclu des Retail Retail & Office Offi ce Propert Properties ies

General Ge neral Grow th Ma Manageme nagement nt Inc.

Master Ma ster Planned Communi ties

■

■

■

Over 200 regional malls (>160mm sq ft) (1) / outdoor shopping centers Over 30 grocery-anchored shopping centers Office properties in Arizona, Nevada and near Maryland / Washington D.C.

■

1.3bn mall visits per year 

■

>24,000 tenants

■

>3,700 employees (2)

■

■

■

Provides management, leasing and marketing services Over 60% of revenue derived from third party (non-GGP) malls Manages many of GGP’s JV malls

 ________________________________________________  (1) (2)

Includes anchor GLA and the Company’s pro rata share of JV malls. >400,000 employees including retail tenants.

4

■

■

■

Develops and sells land for residential and commercial use Land located near Maryland / Washington D.C., Summerlin, NV and Houston, TX ~18,000 saleable acres

Diverse Footprint GGP is geographi g eographically cally we w ell-diversif ll -diversif ied with wit h malls mall s in 44 states. states. The The Company also ha h as intere in terests sts in join j ointt ventures in Brazil Brazil and Turkey

5

Diverse Tenant Base GGP has over 24, 24,000 000 tenants, with wit h its it s largest tena t enant nt accou acc ount nting ing for fo r only on ly 2.7% 2.7% of revenue revenu e as as of o f March 31, 31, 200 2009 9

Memo: Mark Market et Cap

$11.8bn 4.0bn 2.4bn 1.8bn 5.0bn 3.0bn Private Private Private 6.0bn

 ________________________________________________ 

Source: GGP Q1’09 operating supplement. 6

High Quality Assets Gree reen Stree Streett assigns assigns an ‘A’ grade to 73 malls malls in GGP’s portfolio portfo lio Not Included Other Examples:  Faneuil  South  Ward

Hall Marketplace

Street Seaport Centers (Honolulu, HI)

 ________________________________________________ 

Source: Green Street.

GGP’s portfo portfolio lio consists consis ts of many many of the be best st malls malls in America 7

High Quality Assets (Cont’d)

“Indicative of the strength within our portfolio is the performance of our 50 most productive United States centers. These properties generated average sales per square foot of approximately $648. Not only do these 50 centers produce tremendous sales per square foot, they also represent approximately 50% of our total mall NOI. This is one more example of the quality of our portfolio, and quality will be more important than ever as we move forward in 2008 and 2009.”  –John Bucksbaum, Chairman and Former CEO, July 31, 2008 Because the NO Because NOI from GGP GGP’s highest quality malls sh ould be valued valued at materially materially l ower cap rates than its low lower er quality malls, a substantial substantial majority of GGP’s equity value is in the t he Comp Company’s any’s best assets assets 8

Why We Like Malls Relati elative ve to other ot her real real estate asset classes, malls malls have hist hi stor oricall ically y generate generated d the t he most stable cash cash flow flo w Weighted-Average Same-Store NOI Growth Across Various Property Types 8.0%

6.0%  Apartment

4.0% Office  Industrial

2.0%

 Mall

0.0%

(2.0%)

(4.0%)

(6.0%) 1994

1995

1996

 ______________________  ________________________________ ____________________ ________________  ______ 

1997

1998

1999

2000

2001

2002

2003

2004

2005

9

Source: Green Street. Sector data represents weighted average of companies in in coverage universe during the period in question.

2006

2007

2008E 20 2009E 20 2010E 20 2011E 20 2012E 20 2013E

Long Term Leases GGP’s business is f ar less cycli cal than than that of th e reta retailil industry in dustry because because its revenues revenues are are insulate insul ated d by long-te long -term rm leases leases whi ch are struct urally senior s enior claims cl aims GGP Lease Expiration Schedule (1)

More than 75% of GGP’s GGP ’s leas leases es do do not expire until 2012 or later 

20.0% 18.0% 16.0% 14.0%

11.7%

12.0% 10.1%

9.9% 10.0%

9.0%

8.8%

8.1%

 

9.7%

10.2% 8.4%

8.2%

8.0% 6.0%

5.9%

4.0% 2.0% 0.0% 2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Rent & Recov. $36.83 Per Sq Ft

$41.07

$47.78

$53.07

$56.24

$56.04

$64.70

$67.47

$70.16

$74.81

 ____________________  _______________________________ _____________________ _________________  _______ 

Source: GGP Q1’09 operating supplement. Expiration includes Company’s pro rata share of its unconsolidated segment. Excludes leases on anchors of 30,000 square feet or more and tenants paying percentage rent in lieu of base minimum rent. Excludes all international operations which combined represent ~1% of segment basis real estate property NOI. Also excludes community community centers. Percentage is weighted based on rent per square foot. 10 .

(1)

Af t er  

$61.75

Embedded Growth GGP’s long lon g te t erm leaselease-base based d re r evenue model off ers embedded growth gro wth in i n good goo d time tim es and and mitig mi tiga ates revenue revenue declines in bad times GGP Rent & Recoverable Per Sq Ft Expiration Schedule (1) $75

$75.00 $70 $70.00

$67 $65

$65.00

$62 $60.00 $56 $55.00

$56

 Average: $56

$53

$50.00

$48

Embedded Growth Opportunity

$45.00 $41 $40.00 $37 $35.00

$30.00 2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Af t er  

 ______________________  ________________________________ ____________________ ________________  ______ 

Source: GGP Q1’09 operating supplement. Expirations include company’s pro rata share of its unconsolidated segment. Data includes significant proportion of short-term leases on inline inline spaces that are leased for one year. Rents and recoverable common area costs related to these short-term leases are typically much lower than than those related to long-term leases. Any Any inferences the reader may draw regarding future rent spreads should be made made in light of this this difference between shrort- and long-term leases. . 11

(1)

Inflation-Protected  Ap  A p p r o x i m atel at ely y 82% of o f GGP’s GGP’ s d ebt eb t i s f i x ed r ate at e

 ______________________  _______________________________ ____________________ _________________  ______ 

Source: Q1’09 operating supplement.

12

Why Do We Like GGP?

High Quality Assets Diversified Geographical Footprint

High Quality Business

Inflation-Protected Stable Cash Flows Diverse Tenant Mix Embedded Growth Opportunity 13

A Brief History

Town and Country Center Center Cedar Cedar Rapid Rapids, s, 1954 

The Th e Rise Rise of of GGP: GGP: 195 1954 4 – 20 2007 07

$70

$60

During its time as a Public Company

1954: Brothers Martin & Matthew Bucksbaum found GGP and open Town & Country Shopping Center in Cedar Rapids, IA

 GGP

April-2007: GGP achieves a market cap of ~$20bn

paid ~$4bn in dividends

 GGP

refinanced or paid down ~$32bn of debt

 Until

Q1’09, GGP never defaulted on a mortgage

$50

August-2004: Rouse acquisition

1960: GGP opens Duck Creek Plaza, one of the first malls to have a department store anchor

$40

$30

April-1993: GGP goes public on the NYSE resulting in net cash proceeds of ~$383mm

$20

$10

$0

1954

1960

1993

1995

1997

15

1999

2001

2003

2005

2007

The Fal Falll of of GGP: GGP: 200 2008 8 – Cur Curren rentt

$50

March 28, 2008: GGP raises $822mm in a stock offering priced at $36 per share, implying a market cap of ~$12bn. ~$100mm is purchased by an affiliate of the Bucksbaum Bucksbaum family September 15, 2008: Lehman Brothers declares bankruptcy. Market cap: ~$9bn

$40

$30

$20

June-July, 2008: The CMBS new issuance market grinds to a halt

April 16, 2008: GGP voluntarily files for bankruptcy

November 28, 2008: $900mm of GGP debt comes due

$10

November 12, 2008: GGP market cap hits ~$100mm $0

J an -08

Ap r -08

J u l -0 8

Oc t -08

16

Feb -09

May-09

The Problem Over the th e past de d ecade, GG GGP P was a signif sign ific ica ant issu is suer er of CMBS CMBS with ~$15 ~$15bn bn of CMBS CMBS debt. debt . In In mid m id-2 -200 008, 8, the th e CMBS CMBS market mark et shut sh ut down do wn U.S. CMBS New Issuance Market ($ in billions) $250 $230

No market exists for refinancing GGP’s ~$15b ~$15bn n of CMBS debt

$203

$200 $169

$150

$93

$100 $78

$74

$67 $57

$51

$47

$50

$16 $0

$0 1998

1999

2000

2001

2002

2003

 ________________________________________________ 

Source: Bank of America equity research.

17

2004

2005

2006

2007

2008

2009

The Problem (Cont’d) GGP’s bankrupt bankruptcy cy is the result result of the unprece unprecede dented nted disruptio n in the credit markets markets coinc c oincidi iding ng with wi th la l arge nea near-term r-term de d ebt maturities maturi ties

 ________________________________________________ 

Source: GGP Q1’09 operating supplement. 18

Despite the turmoil in the credit mark market ets, s, GGP’ GGP’s s oper operat atin ing g performance remains strong

Occupancy as of Q1’09 GGP’s occupancy ranks ranks among among the top of its peer peer group Glimcher occupancy benefitted benefitted in Q1’09 from the signing of temporary tenants to one year leases that had previously been excluded from the occupancy calculation. Occupancy was 90.6% as of Q3’07

92.0% 91.2% 91.0%

90.9%

90.8%

90.5%

90.2%

90.1%

90.0% 88.9%

89.0% 88.0% 87.0% 86.0% 85.0%

83.8%

84.0% 83.0% Gl im im ch ch er er

Gen er er al al Gr ow ow th th

Si mo mo n Pr op op er er ty ty Group

Tau b m an

 _____________________  _______________________________ ____________________ _________________  _______ 

 Note: Occupancy is defined as percent of mall mall shop and freestanding GLA leased. (1) SPG figures are for regional malls only. (2) CBL figures are for stabilized regional malls only (excludes new developments and redevelopments).

20

M ac er i c h

Wes t f i el d

CB L

Pen n s yl v an i a REIT

Trailing Twelve Month Cash NOI  As  A s o f Q1’09, Q1’ 09, GGP’s GGP’ s t r ail ai l i n g t w elv el v e mo m o n t h c ash as h NOI gr ew 1.4% on a year y ear o v er year year basis. b asis. Adjustin Adju sting g for f or lease lease termination income, inc ome, cash cash NOI grew 2.4% 2.4% TTM Cash NOI ($ in millions) $2,750 $2,500 $2,250

 

$2,255

 

$2,328

$2,413

$2,489

 

$2,542

 

$2,554

 

$2,542

 

$2,524

$2,211

$2,211

Q4' 06

Q1' 07

Q2' 07

Q3' 07

Q4' 07

Q1' 08

Q2' 08

Q3' 08

Q4' 08

Q1' 09

6.6%

4.0%

5.0%

7.2%

9.2%

12.6%

12.7%

9.7%

5.3%

1.4%

5.1%

5.7%

7.6%

9.1%

10.8%

10.9%

8.5%

5.1%

2.4%

$2,000 $1,750 $1,500 $1,250 $1,000 $750 $500 $250 $0

Cash NOI Growth (YoY)

Excl. Terminatio Termination n Income  Adj. Adj . Cash NOI  NOI  Growth (YoY)  (YoY) 

5.7%

 _____________________  _______________________________ _____________________ _________________  ______ 

 Note: NOI figures exclude management management fee income and NOI associated with the the MPC segment. Cash NOI adjusts for non-cash items such as straight-line rent, lease mark to market adjustments (FAS 141), non-cash ground rent expense and real estate tax stabilization.

21

Not Your Typical Bankruptcy

Water Water Tower Place 

Unlike most bankruptcies where equity holders lose most, if not all, of their value, we believe GGP’s bankruptcy provides the ideal opportunity for a fair and equitable restructuring of the Company that prese preserve rves s value value for all all constituents: constituents: secured lenders, unse uns ecure cur ed le l ende nd ers, employees, mployees, and equity holde ho lders rs

A Little Personal History While hil e in bankruptcy bankrup tcy,, Alexanders’ Alexanders’ stock sto ck price pri ce appre ppr eciated ciated 35 358% $80

$70

September 21, 1993: Alexanders Alexa nders’’ Plan of Reorganization is confirmed

$60

$50

March 1, 1995: Alexanderss emerg Alexander emerges es from bankruptcy

$40

$30

$20

$10

May 12, 1992: Alexanders files a volu Alexanders voluntary ntary petition for bankruptcy

$0

May -92

J an -93

Oc t -93

J u l -94 24

Ap r -95

Dec -95

Amer Am erco co Ba Bank nkru rupt ptcy cy While in bankruptcy, Amerco’s stock price apprecia appreciate ted d 456 456%

$80

February 2, 2004: Amerco’s Amerc o’s Plan of Reorganization is confirmed

$70

$60

$50

March 15, 2004: Amerco Amerc o emerg emerges es from bankruptcy

June 20, 2003: Amerco files a Amerco voluntary petition for bankruptcy

$40

$30

$20

$10

$0

J an -03

Au g -03

Mar -04

Oc t -04 25

May-05

Dec -05

Why Did Did Amerc Amerco o Fil File e for Ban Bankru kruptc ptcy? y?  Am  A m erc er c o f i l ed f o r b ank an k r u p t c y as t h e res r esu u l t o f a liquidity issue iss ue that that arose ros e even though the t he unde und erlying rly ing busi b usiness ness was was solvent 

Following Following Enron in late late 2002, Amerco’s Amerco’s auditors auditors advised the company company that’s its financial results would have to be restated



The restatement, which involved the consolidation of an off balance-sheet financing subsidiary (SAC Holdings), resulted in a material decrease in reported net worth and an increase in reported leverage ratios. The restatement also required a time-consuming restatement of prior periods’ results results that led to the delayed delayed filing of quarterl quarterly y reports with with the SEC



 As this situation was developing, Amerco was attempting to negotiate and replace replace its revolving revolving credit facility facility and complete complete a $275mm bond bond offering offering



Ultimately, Ultimately, Amerco Amerco was unable to complete complete the bond bond offering, offering, and, as a result, it did not have sufficient funds to meet maturing debt obligations, which led to cross-defaults and an acceleration of substantially all of the Company’s other outstanding debt instruments 26

Why Did Amer Amerco co Share Shareholde holders rs Retai Retain n Value? Value?

 An  A n aly al y s t Ques Qu estt i o n : “How can there be any value left for shareholders under your plan when in almost every bankruptcy stockholders receive no recovery? Have creditors signed on to your plan for a full recovery?”  An  A n s w er: er : “Well, quite simply, Amerco Amerco has more assets than than liabilities. liabilities. Real estate appraisals showed the market value of Amerco’s unencumbered owned real estate is $550 million higher than stated book value. Two of four major major creditor groups groups have agreed to our plan and we’re working with the remaining persons to get agreement to our plan.”

 A m erc er c o CEO, Q4’03 Q4’ 03 Con Co n f eren er enc c e Call Cal l Tran Tr ans scr ipt Joe Jo e Sho Shoen, en, Am

27

Bankruptcy 101 § 1129. Confirmat Confirmation ion of plan (b) (2) For the purpose of this subsection, the condition that a plan be fair and equitable with respect to a class includes the following requirements: (A) With respect to a class of secured claims, the plan provides–  (i)(I) that the holders of such claims retain the liens securing such claims, whether the property subject to such liens is retained by the debtor or transferred to another entity, to the extent of the allowed amount of such claim (B) With respect to a class of unsecured claims–  (i) the plan provides that each holder of a claim of such class receive or retain on account of such claim property of a value, as of the effective date of the plan, equal to the t he allowed amount of such claim Creditors are entitled to a “ fair and and equitable” equitable” plan of reorganiz reorganiza ation  ________________________________________________ 

Source: U.S. Bankruptcy Code, Title 11, Chapter 11, Subchapter II.

28

Bankruptcy 101 (Cont’d) “Although many of the factors interpreting interpreting ‘fair and equitable’ equitable’ are specified in paragraph (2), others, which were explicated in the description of section 1129(b) 1129(b) in the House report, were omitted from the House amendment to avoid statutory complexity and because they would undoubtedly be found by a court to be fundamental to “fair and equitable” equitable” treatment treatment of a dissenting dissenting class. For example, example, a dissenting class should be assured assured that no no senior class receives more than 100 percent of the amount of its claims.” Congressional ongressional Re Record – House Regardin egarding g the th e Bankru Bankruptcy ptcy Reform Reform Act of 1978 1978 H.R. 7330, 95th Cong., Cong ., 1st Sess. 201 September 28, 1978  A “ f ai airr an and d eq equ u i t ab abll e” p l an o n l y en entt it l es c r ed edii t o r s t o r ec eco o v er 100% of of the amount of their c laims. When When a debto debtor’s r’s asse assett value exceeds exceeds the amount of o f its liabili liabilities, ties, equi quity ty holders ho lders are enti ntitled tled to the th e residual value 29

GGP Reminds Us of Amerco Typical Bankruptcy

Year Founded

1945

1954

N/A

Extrinsic Factors Created Liquidity Crisis

Extrinsic Factors Created Liquidity Crisis

Insolvency

High Quality Business?

 Yes

 Yes

No

 Assets Worth More Than Liabilities?

 Yes

 Yes

No

(Post-Filing TBV: >$350mm)

(Post-Filing TBV: >$1bn)*

(Post-Filing TBV: Negative)

Cash Flow Before Debt Maturities

Positive

Positive

Negative

Stability of Cash Flows

Medium

High

Low

 Yes

 Yes

No

Joe Shoen (CEO)

Pershing Square

None

Reason for Filing?

Insider Owns Large % of Company? Shareholder Advocate  _____________________  _______________________________ _____________________ _________________  ______ 

* We believe that Tangible Book Book Value materially understates the fair market value of GGP’s equity.

30

Historical Bankruptcy Analysis We looked loo ked at 150 150 bankruptc bankru ptcies ies over the past decade to see s ee if we w e could cou ld find f ind any other examples xamples of public pu blic companies entering entering bankruptc y with wit h (i) posit ive cash cash fl ow before debt maturities and (ii) asset asset values values in excess excess of o f liabiliti l iabiliti es. Our analys analysis is was li mit ed to U.S U.S..-based based non-financi al companies wi th asset values in excess of $1bn. $1bn. We We could only find f our bankruptc ies that fit the bill What Happened To Equity Holders?  Shareholders

retained 100% of post-reorg equity

 Stock

appreciated 456% during bankruptcy; increased from $4 to $105 trough-to-peak

 Creditors

Shareholder  Advocate?



Joe Jo e Sho Shoen en



Mgmt



Steve teve Roth



Pershing Square

repaid in full

 Shareholders

received warrants in ~30% of the post-reor post-reorg g equity equity

 Personal

recourse management loans largely forgiven

 Shareholders

retained 100% of post-reorg equity

 Stock

appreciated 358% in bankruptcy; increased from $13 to $467 trough-to-peak

 Creditors  To

repaid in full

be determined

 _____________________  _______________________________ _____________________ _________________  ______ 

 Note: Bankruptcies since 1999 in excess of $1bn as provided provided by Web BRD (Bankruptcy (Bankruptcy Research Database). Post-filing tangible book value used as a proxy for asse t value in excess of liabilities. Asbestos liability bankruptcies excluded from the analysis.

31

Incentives of Various Constituencies in a Typical Bankruptcy

Given the incentives of t he vario various us pa p artie rti es invol in volved ved in a typical typ ical bankruptcy, bankrup tcy, equi equity ty hold h olde ers re r equire qui re a sharehol shareholder der advo advocate cate to protect pro tect their their inte int erests Liquid Liq uida ate? Secured Creditors Unsecured Creditors

Valuation Va luation

Depends

Low

Rationale Full recovery of claim  Loan to own  Eliminate unsecured leverage 



No

>Secured ; 95% of GGP’s GGP’s outstanding outstanding loans loans



In the process of deleveraging



Cutting costs, lowering development spending and reducing cash dividend



Oversecured



Equivalent in value to the present value of the credit creditors’ ors’ claim claim



Seven years, though debt paydown begins day one



Highly feasible POR



Negiligible Negiligible risk of nonpayment nonpayment

Appropriate RiskAdjustment Rate:

Prime-plus 0.5% 1.0%

“ The appro priate size size of [the] [t he] risk adjust ment depends, depends, of cou rse, on such su ch factors as the circu mstances of the estate estate,, the nature nature of the t he securi securi ty, and and the duration and feasibi feasibi lity of th e reorganiz reorganization ation plan”  – Op Opii n i o n o f J u s t i c e Stev St even ens s , Til Ti l l v . SCS Credi Cred i t Co Corr p 46

The Prime Rate May be Sufficient In light lig ht of GGP’s highly diversified, high qu ality po rtfolio, in a reorganiza reorganization tion where the unse uns ecured debt converts c onverts to equity , the court m ay dee deem the th e Prime Prime rate plus 0% to be a suffici suff icie ent rate of intere in terest st on GGP GGP’s secured debt debt

Footnote Footn ote 18: 18: “ We note that, if the th e cou court rt cou ld somehow so mehow be certain certain a debtor debtor wou would ld c ompl ete his p lan, the prime prim e rate rate would wou ld be adequa adequate te to c ompensate any any secured creditors forc ed to accept cram cram dow n loans”  – Op Opii n i o n o f J u s t i c e Stev St even ens s , Til Ti l l v . SCS Cred Cr edii t Co Corr p .

47

What What If If GGP’ GGP’s s Debt Debt Were Were ReRe-Pr Pric iced ed to Till-Mandated Rates?

Illustrative Deleveraging Analysis: Prime [3.25%] + 0.75% for Secured; Prime + 1.50% for Unsecured  A p l an t h at s ets et s GGP’s GGP’ s s ecu ec u r ed d ebt eb t and u n s ecu ec u r ed d ebt eb t t o Pri Pr i m e + 0.75% and Prime + 1.50 1.50%, %, respectively respect ively,, would wou ld allow allo w for s ubstanti ubs tantial al deleveraging deleveraging and furt her increase increase the probabilit y of a highly high ly successful suc cessful reorganization reorganization Seven Year Period

(US$ in millions, except per unit data)

20 08 a

2 0 09 e

20 1 0e

2 01 1e

$2,481 (2.4%)

$2,412 (2.8%)

$2,390 (0.9%)

2 01 2 e

2 0 13 e

20 14 e

2 0 1 5e  

Total 

Cash Flow Available for Debt Repurchase Cash NOI (excl MPC) Growth Plus / Less: MPCs (1) Plus: Fee income Less: Overhead from recurring ops (2) Less: Restructuring / Strategic costs Less: Maint Capex / TAs Less: Development capex Less: Other (incl income taxes, pfd distributions) Less: Pro Forma Interest expense (3) Less: Cash dividend (10% cash) Cash Flow Available for Debt Repurchase

$2,542 5.3%

73 (38)   15 98 92 91 (269) (272) (274) (180) (112) (156) (197) (200) (183) (99) (138) (50) (28) (35) (1,161) (1,134) (1,107)   -   (126)   (120) $6 5 2 $ 49 8 $ 62 2

$2,411 0 .9 %

$2,462 2 .1 %

$2,536 3.0%

25 25 92 (277) (200) (138) (35) (1,076)   (124) $ 67 9

50 96 (280) (205) (140) (35) (1,042)   (137) $ 7 70

75 102 (283) (205) (140) (35) (1,002)   (155) $ 8 93

$2,612 3 .0 % 75 108 (286) (210) (145) (35) (958) (177) $985   $5,099

Illustrative Illustrative Equity Value Propco Enterprise Value (@ 7.5% cap rate) Plus: Cash / GGMI / Dvlpmt Pipeline / MPC (4) Less: Total Debt (EOP) Illustrative Equity Value Per Share

$33,082 $32,155 $31,866 $32,153 $32,828 $33,813 $34,827   3,119   3,119   3,119   3,119   3,119   3,119 3,119  (27,522)  (27,024)  (26,402)  (25,723)  (24,953)  (24,060) (23,075) $8,679 $8,251 $ 8, 5 8 3 $9,548 $10,993 $12,871 $14,871 $27.16 $25.82 $26.86 $29.88 $34.40 $40.28 $46.53

 ______________________  _______________________________ ____________________ _________________  ______  (1) (2) (3) (4)

Assumes proceeds from ~$90mm sale of Bridgeland improve cash flow in 2009e. Aside from Bridgeland adjustment, cash flows based on 2009-2010 Cash Flow Forecast filed by the Company. Represents annualized Q1’09 overhead expense. Adjusts for seasonality and $38mm of restructuring costs included in overhead line items. Ignores the potential for incremental cost saves. Sets secured debt interest rate at Prime + 0.75% (4.00%) and unsecured debt interest rate at Prime + 1.50% (4.75%). See valuation section for details.

49

What’s the Alternative? 

GGP is not the exception exception – many RE REITs ha h ave the same same problem prob lem

 _____________________  _______________________________ ____________________ _________________  _______ 

Source: Green Street estimates (5/14/09).

  



 A l i q u i d ati at i o n w i l l l ead t o a wi w i n d f all al l f o r t h e sec s ecu u r ed c r edi ed i t o r s It will wi ll de d estroy str oy the t he GG GGP franch franchise ise  A l i q u i d ati at i o n w i l l p u t d o w n w ard ar d p r ess es s u r e on o n r eal est es t ate at e val v alu u es impairing impairing other other borrowers’ borrowers’ ability to refinance refinance Nearl early y all REIT REITs s and other ot her leve l everaged raged real real estate est ate owners ow ners wil w illl likely suff s uffe er the th e same same fate fate if GGP GGP is forced for ced to liqui l iquidate date 50

Valuation

The Grand Canal Shoppes 

Because Because creditors credito rs are not no t ent entit itled led to get more mor e than 10 100% of the th eir claim, valu valua ation ti on will wil l play an an important imp ortant role rol e in determin determining ing the th e extent to t o which wh ich GGP equit qu ity y hold ho lde ers rece receive ive value value in the bankruptcy bankrupt cy proce pro cess ss

Simon is the Best Comp for GGP REIT Based Based on size s ize,, similarity sim ilarity of o f portfo por tfolio lio quality q uality and relevant relevant operatin operating g metrics, Simo Simon n re r epresents presents the best comp com p for f or GGP

Note that ~20 ~20% % of Simon’s Simo n’s GLA relates relates to the t he Mil Mills ls por p ortfo tfo lio . The These se prop erties have have lower occupancy and rent per square foot than traditio nal regional malls and deserve deserve a lower v alua aluatio tion n than t han typ ical GGP GGP assets assets  _______________________________________________ _ 

Source: Green Street (May 14, 2009). 53

Simon Trades at an 8.4% Cap Rate ($ in millions, except per share data)

Sh ar e Pr i c e (as o f 5/26/09) Shares & Units (1) Market Cap

$51.32 343 $17,598

Pro Rata for JVs: (2) Plus: Total Debt (3) Plus: Preferred Debt Plus: Other Liabilities Less: Cash (4) Less: Other Assets (5) Less: Development Pipeline (6) TEV

24,172 276 1,983 (2,847) (2,285) (256) 38,641

Less: Mgmt Business (7) Value of Simon's REIT

(423) 38,218

LTM Cash NOI (8) Im p l i ed Cap Rat e

$3,211 8.4%

(1) Includes 23mm share issuance on 5/12. Includes diluted shares as detailed on pg. 8 of Simon's operating supplement. (2) Numbers as reported in pro-rata balance sheet. (3) Includes $600mm senior note issuance on 5/12. (4) Includes proceeds from 23mm share issuance and $600mm senior note issuance, net of 3% fees. (5) Excludes goodwill. (6) Applies 25% discount to Simon's share of U.S. CIP (page 41 of operating supplement). (7) Applies 25% EBIT margin to LTM fee income of $130mm and a 13.0x EBIT multiple. (8) Excludes mgmt income. Adjusts for non-cash revenue items such as straight-line rent and FAS 141. NOI calculation deducts interest income and land sale gains from other revenue to be apples to apples with GGP. 54

Simon Debt Maturity Schedule With it h ~$11 ~$11bn bn of debt d ebt maturit matur ities ies coming com ing due by 2012, 2012, we note that th at Simon has mea meaningful ning ful liquidit liqu idity y risk. ris k. We We believe believe that Simon Simon’s ’s current cu rrent valuation valuation reflects reflects a downward adjus adjustment tment for li quidity quid ity risk ri sk and the likelihood of futur e equity di lution

 _______________________________________________ _ 

Source: Green Street (May 14, 2009).

55

Value of GGP REIT Simon im on’s ’s cap c ap rate rate suggests sugg ests the th e value of GGP GGP REIT, IT, not no t incl in clud udin ing g GGMI GG MI and MPC, MPC, is somewh so mewhere ere betwee betw een n $9 and $22 $22 per share. sh are. ($ in millions, except per share data)

Low

Hi g h

LTM Cash NOI (1) Cap Rat e Implied Value of GGP's REIT

$2,524   8.5% $29,689

$2,524 7.5% $33,647

Pro Rata Rata for JVs: JVs: (2) Less: Total Debt (3) Less: Preferred Debt Less: Other Liabilities (4) Plus: Cash (5) Plus: Other Assets (6) Plus: Development Pipeline (7) Implied Equity Value

  (28,174)   (121)   (1,585) 722   1,777 603   2,911

(28,174) (121) (1,585) 722 1,777 603 6,870

Per Sh ar e

$9.11

$21.50

(1) Excludes mgmt income. Adjusts for non-cash revenue items such as straight-line rent, FAS 141, and non- cash ground rent expense. (2) Applies 50% share to condensed balance sheet of unconsolidated real estate affiliates in 10-Q. (3) Includes $400mm DIP loan. (4) Excludes book value of deferred tax liabilities as these mostly relate to MPC. These are taken into account when valuing the MPC segment. (5) Includes $400mm DIP proceeds. (6) Excludes goodwill. (7) 40% discount to book value. 56

We believe the market assigns ≥100bp risk premium for Simon’s refinancing risk

Note that that GGP’s GGP’s 2006 Loan Agreement uses a 6.75% Retail Cap Rate in its calculation of Capitalization Value for covenant purposes

Why 7.5%



8.5% is a Conservative Cap Rate Range

 As  A s s u m i n g t h at (i) (i ) GGP’s ‘ A ’ c ali al i b er ass as s ets et s d eser es erv v e a 7.0% cap c ap r ate at e and an d (ii) 75 75% of GG GGP’s NOI is derived derived from ‘A’ assets, ssets, GGP’s ‘A’ assets ssets alone alone are worth more mo re than than its it s liabilities liabili ties Assumptions:  GGP’s top 50 assets generate 50% of NOI (see pg. pg . 8) 



We est estim imate ate GGP GGP has >80 ‘A’ caliber caliber assets assets (see pg. pg . 7) Therefor Therefore, e, we ass assume ume ~75% ~75% of GGP’s GP’s NOI NOI is derive derived d from ‘A’ assets ssets

Illustr Illustrati ative ve Analys Analysis: is: GGP’s GGP’s ‘A’ Assets Assets Alone are Greater than its Liabilities ($ in millions)

LTM Cash NOI (1) % of NOI from 'A' assets LTM Cash NOI - 'A' assets Illustrative Cap Rate - 'A' assets  Asset  As set Valu e - 'A' Asset As set s

7.0% $27,038

Less: Total Debt (1) Less: Preferred Debt Less: Other Liabilities (1) Plus: Cash (1) Plus: Other Assets (1) Plus: Development Pipeline (1) Net As s et Val u e - ' A' As s et s

(28,174) (121) (1,585) 722 1,777 603 $260

 ______________________  _______________________________ ____________________ _________________  ______  (1)

See page 56 for details.

$2,524 75.0% 1,893

57

This analysis suggests GGP’s GG P’s ‘A’ mal malll asse assets ts alone validate GGP’s current market cap. When buying the equity at ~$1.19, one is getting the following for free: >130 non ‘A’ ‘A’ malls >30 grocery-anchore grocery-anchored d strip centers GGMI MPC Hidden Asset Value

Historical Mall Cap Rates Since Sinc e 198 1986, 6, Mall Malls s have h ave traded at an average cap rate r ate of 7.6%, 7.6%, and thi t his s average average was achi achieve eved d in much m uch hig h igher her long-term lon g-term intere int erest st rate markets markets Historical Cap Rate Across Various Property Types 10.0%

9.0%

Mall  Average: 7.6%

8.0%

7.0%

6.0%

 Apartment  Office  Industrial  Mall

5.0%

4.0%    6    8    7    8    8    8    9    9    0    9  1    9    2    9    3    9  4    9    5    9    6    9    7    9    8    9    9    0    0    0  1    0    2    0    3    0  4    0    5    0    6    0    7    0    8    0    9    8                                                   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   n   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   a   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J   J

 ____________________  _______________________________ _____________________ _________________  _______ 

58

Source: Green Street. Cap rates are weighted by (% NOI from primary property type times market cap). Data from January, 1986 through February, 2009.

Value of GGMI GGMI is one o ne of the few nation nationa al pla pl atforms tfo rms capable capable of prov p rovidin iding g manageme management nt and leasin leasing g services to regional re r etail centers. We estimate esti mate its it s value v alue to be b e betwee betw een n $1 and $2 per share s hare ($ in millions, except per share data) Low L TM Man ag em en t In c o m e & o t h er f ees EB IT Mar g i n (1) L TM EB IT Mu l t i p l e Val u e o f GGMI Per Sh ar e

Hi g h

$100

$100

25.0%

35.0%

$25

$35

13.0x

17.0x

$326 $1.02

$596 $1.87

CB Richard Ellis trades at ~15x NTM EBIT

GGMI likely dese GGM deserves rves a higher hig her mul tip tiple le given that t hat CB Richard Richard Ellis’s fee stream is more transacti transaction on dri ven  ________________________________________________  (1)

Pershing Square estimate.

59

Value of MPC We estima estim ate the net valu value e of GGP GGP’s MPC MPC segment to t o be any anywh where ere between bet ween $0.27 $0.27 and $6.7 $6.72 2 per shar s hare e ($ in millions, except per share data) Low Estimated Value Per Share Gross Value of MPC as of 12/31/07 (1) Less: Estimated Bridgeland Portion (2) Gross Value of MPC as of 12/31/07 excl. Bridgeland Memo: Net Book Value (as of 3/31/09)

 

Haircut  Adj. Gross Value of of MPC Plus: Estimated Proceeds from Sale of Bridgeland, net (3) Less: Present Value of Deferred Tax Liability (4) Net Val u e o f MPC Per Sh ar e

Hi g h

$3,280 (721) 2,559 1,391

$3,280 (392) 2,888 1,391

100.0% -

20.0% 2,311

87 -

87 (250)

$87 $0.27

$2,148 $6.72

As of 12/31/07, management estimated the gross value of these assets to be $3.3bn, more than $10 per share

This segment generated ~$150mm of net cash flow in 2005 and ~$190mm in 2006

 ____________________  _______________________________ _____________________ _________________  _______ 

 Note: Does not reflect impact of Conti ngent Stock Agreement, which could, in certain c ircumstances, create meaningful dilution. (1) Represents management’s valuation of the gross assets as of 12/31/07. Source: page 22 of Q3’08 operating supplement. (2) Low case trues up 3/31/09 net book value of Bridgeland Bridgeland as a % of management’s management’s 12/31/07 gross value estimate. estimate. High case represents represents Bridgeland Bridgeland net book value as of 3/31/09. (3) Assumes Bridgeland is divested for $90mm, net of 3% transaction fees. (4) Pershing Square estimate. The present value of the tax liability will depend on the operating performance of the segment.

60

Hidden Asset Value: Las Vegas GGP’s Las Ve Vegas assets assets have option value as as futur fu ture e development development sites “Fashion Show is a little bit of a different situation. The income there continues to grow very significantly, well ahead of our comp NOI average, and we expect that to continue. There are other things that we've been telling people for years that we're trying to get done there, including getting a certain portion of the project land in the Northeast corner under control, where we might be able to do additional development of that site, given its highly lucrative location right on the strip. So we wanted that flexibility.”

 –Bernie Freibaum, Former CFO of GGP, Q1’08 earnings transcript 61

Hidden Asset Value: Victoria Ward GGP recently received zon zonin ing g approval appro val to transf t ransfor orm m 60 acres of land in the th e heart heart of o f Honolulu Honolul u into in to a vibrant and div erse neighbor hood hoo d of re r eside sid ences, shops, sho ps, entertainment entertainment and and offic of fice es The plan clears a path for GGP to bring to the oceanfront neighborhood as many as: * 4,300 residential units, many of them in towers aligned to preserve mountain and ocean views * 5 million square feet of retail shopping, restaurants and entertainment * 4 million square feet of offices and other commercial space * 700,000 square feet of industrial uses * 14 acres of open space, parks and public facilities 62

Hidden Asset Value: Park West In 2007 2007,, GGP GGP spent sp ent $105mm $105mm develop ing in g its i ts Park Park West West property pro perty in Peor Peoria, ia, AZ. Based Based on the recent recent photo p hotograph graph below, we estim estim ate that this prope prop erty has the potential pot ential to generate substant sub stantially ially more m ore NOI NOI.. There There are are likely other o ther propert pr operties ies like Park Park West West that are are currently und er-ea er-earnin rning g in GGP GGP’s portfol port folio io

63

Hidden Asset Value: Non-Recourse Financing GGP’s liabilities liabilit ies are are one of its i ts most mo st valuable assets. assets. Non-recourse Non-recourse debt gives the Comp Compa any a put optio op tion n at the mortgage mor tgage amount mou nt on properties pro perties worth wor th substantially sub stantially less than their asso associate ciated d mortgage mort gage 

Relative to other ot her RE REITs, GGP’s capital struct str uctur ure e consist con sists s of a high hig h amoun amountt of nonnon -recour recourse se mortg mo rtga age debt



The substantial substantial majority majorit y of GGP’s ~$22bn of of secured secured financing i s nonnon -recour recourse se

64

GGP’s GGP’ s Asset Assets s are Great Greater er than than its its Liabiliti Liabilities es

Val u e Per Sh ar e

Low

Hi g h

GGP REIT GGMI MPC Hidden Asset Value

$9.11   1.02   0.27 ?

$21.50 1.87 6.72 ?

Val u e Per Sh ar e

$10.40

$30.08

774%

2428%

Pr em i u m t o Cu r r en t (as o f 5/26/09)

65

What’s the Downside? Using our most m ost conserva c onservative tive assumpt assumptions, ions, and and assuming the conversion of all unsecured unsecured debt into equity at the cap rate rate implied by GGP GGP equity’s current cur rent fair f air market value of $380 $380mm, mm, equity need need only o nly retain 5.5% 5.5% of the post-re pos t-reorg organiz anization ation company com pany to break even even at at today’s tod ay’s stock stoc k price pri ce

Conservative Assumptions: 

Cap rate of 9.4% based on the current market cap of $380mm



GGMI is worth $1.02 per share



MPC is worth $0.27 per share



No value assigned to hidden asset value opportunities

Illustrative Stock Price at Various Cap Rates and Post-Reorganization Ownership Levels: Does the Unsecured 10.0% Convert?

Ow n er s h i p

7.5%

8.0%

Cap Rate 8.5% 9.0%

5.5% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0%

$2.37 4.34 8.68 13.02 17.36 21.70 26.04

$2.01 3.68 7.36 11.04 14.73 18.41 22.09

$1.69 3.10 6.20 9.30 12.40 15.51 18.61

$1.41 2.58 5.17 7.75 10.34 12.92 15.51

$1.19 2.18 4.36 6.54 8.72 10.90 13.08

$0.93 1.71 3.42 5.12 6.83 8.54 10.25

Yes Yes Yes Yes Yes Yes Yes

100.0%

22.79

16.21

10.40

5.24

1.19

(3.53)

No

 ____________________  _______________________________ _____________________ _________________  _______ 

 Note: Current implied market cap based on $1 .19 stock price as of 5/26/09.

66

9.4%

Conclusion 

GGP equity qui ty off o ffe ers an enor enormou mous s potential po tential reward reward for f or the t he risk ris k take taken n



High quality, qualit y, recessio recession-re n-resi sist sta ant assets



Principal rinc ipal risks risk s are bankr bankruptc uptcy y court co urt outcome outc ome and and a furthe furt herr seve severe re econo economic mic decli decline ne



We believe believe bankruptc bankru ptcy y law precedent precedent and and publ pu blic ic poli p olicy cy will wil l lead lead to a favorable outco out come me for fo r sha sh areholders



Infla nfl ation ti on is i s the th e friend fr iend of the t he leverage leveraged d mall company co mpany



The nuisa nuis ance value value of the t he equi equity ty is me m eaningf nin gfull ully y gre gr eater tha th an zero zero 67