BROOKFIELD Corp /ON/ — Director's Dealing 2011

Jan 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: General Growth Properties, Inc. (GGP)
CIK: 0001496048
Period of Report: 2011-01-27

Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (Director, 10% Owner, Director by deputization )
*Reporting Person: Brascan Asset Management Holdings Ltd (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield US Holdings Inc. (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield US Corp (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield REP GP Inc. (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield Trilon Bancorp Inc. (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield Private Funds Holdings Inc. (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield Retail Split LP (Director, 10% Owner, Director by deputization )
*Reporting Person: Brookfield Retail Holdings LLC (Director, 10% Owner, Director by deputization ***)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock, Par Value $0.01 per share	A	1936920.650	$14.4725	Acquired	77093668.65	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	1329116.664	$14.4725	Acquired	52901743.664	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	1524574.642	$14.4725	Acquired	60681397.642	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	176268.822	$14.4725	Acquired	7015883.822	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	351826.712	$14.4725	Acquired	14003470.712	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	117869.425	$14.4725	Acquired	4691460.425	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	117869.428	$14.4725	Acquired	4691460.428	Indirect
2011-01-27	Common Stock, Par Value $0.01 per share	A	396663.026	$14.4725	Acquired	15788054.026	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $0.01 per share	113331456	Indirect

Footnotes

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

F4: See Exhibit 99.1; Note 4.

F5: See Exhibit 99.1; Note 5.

F6: See Exhibit 99.1; Note 6.

F7: See Exhibit 99.1; Note 7.

F8: See Exhibit 99.1; Note 8.

F9: See Exhibit 99.1; Note 9.

F10: See Exhibit 99.1; Note 10.

F11: See Exhibit 99.1; Note 11.

F12: See Exhibit 99.1; Note 12.

F13: See Exhibit 99.1; Note 13.