Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 4)
 

General Growth Properties, Inc.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)


370023103
(CUSIP Number)
 
 
Joseph S. Freedman
Brookfield Asset Management, Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Telephone: (416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Gregory B. Astrachan, Esq.
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000
 
 
May 9, 2011
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


CUSIP No. 370023103
  
Page    2     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 297,553,670 shares of Common Stock, representing 29.9% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.

 

 
2
 


 
CUSIP No. 370023103
  
Page    3     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings II LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 297,553,670 shares of Common Stock, representing 29.9% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
3
 


 
CUSIP No. 370023103
  
Page    4     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings III LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
OO
* By virtue of certain voting rights, the Reporting Person may be deemed to share beneficial ownership of 297,553,670 shares of Common Stock, representing 29.9% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
4
 


CUSIP No. 370023103
  
Page    5     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-A LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
8,798,121*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
8,798,121*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
8,798,121*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.9%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.


 
5
 


CUSIP No. 370023103
  
Page    6     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-B LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
17,567,572*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,567,572*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
17,567,572*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5..
 

 
6
 


CUSIP No. 370023103
  
Page    7     of   25     Pages

SCHEDULE 13D

1
NAMES OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-C LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,885,509*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,885,509*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
5,885,509*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.

 
7
 


CUSIP No. 370023103
  
Page    8     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings IV-D LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
5,892,823*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
5,892,823*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
5,892,823*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.6%*
14
TYPE OF REPORTING PERSON
 
OO
*  The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
8
 


CUSIP No. 370023103
  
Page    9     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings V LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
19,826,492*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
19,826,492*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
19,826,492*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
þ
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%*
14
TYPE OF REPORTING PERSON
 
PN
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.

 
9
 


CUSIP No. 370023103
  
Page    10     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
411,497,177*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
411,497,177*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
411,497,177*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 

 
10
 


CUSIP No. 370023103
  
Page    11     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Trilon Bancorp Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
CO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
11
 


CUSIP No. 370023103
  
Page    12     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
PN
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
12
 


CUSIP No. 370023103
  
Page    13     of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Private Funds Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
CO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.

 
13
 


CUSIP No. 370023103
  
Page    14   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
297,553,670*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
297,553,670*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
297,553,670*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.9%*
14
TYPE OF REPORTING PERSON
 
PN
* By virtue of certain voting rights of Brookfield Retail Holdings LLC, the Reporting Person may be deemed to share beneficial ownership of 297,553,670 shares of Common Stock, representing 29.9% of the shares of Common Stock. The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
14
 


CUSIP No. 370023103
  
Page    15   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brascan Asset Management Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
411,497,177*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
411,497,177*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
411,497,177*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%*
14
TYPE OF REPORTING PERSON
 
PN
* See Item 5.
 

 
15
 


CUSIP No. 370023103
  
Page    16   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield US Holdings Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
411,497,177*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
411,497,177*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
411,497,177*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 

 
16
 


CUSIP No. 370023103
  
Page    17   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield US Corporation
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
411,497,177*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
411,497,177*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
411,497,177*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 

 
17
 


CUSIP No. 370023103
  
Page    18   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield REP GP Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
411,497,177*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
411,497,177*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
411,497,177*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.3%*
14
TYPE OF REPORTING PERSON
 
CO
* See Item 5.
 

 
18
 


CUSIP No. 370023103
  
Page    19   of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Retail Split II LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
113,943,507*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
113,943,507*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
113,943,507*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.2%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
19
 


CUSIP No. 370023103
  
Page    20    of   25     Pages

SCHEDULE 13D

1
NAME OF REPORTING PERSONS
 
Brookfield Retail Holdings VI LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
113,943,507*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
113,943,507*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
113,943,507*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.2%*
14
TYPE OF REPORTING PERSON
 
OO
* The Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons and, therefore, may be deemed beneficially own the 411,497,177 shares of Common Stock held by all of the Reporting Persons in the aggregate, representing 41.3% of the shares of Common Stock. See Item 5.
 

 
20
 

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 4”) amends the Schedule 13D filed on November 19, 2010 (the “Original Schedule 13D”) and amended on November 24, 2010 (“Amendment No. 1”), January 19, 2011 (“Amendment No. 2”) and January 28, 2011 (“Amendment No. 3”)  (the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 are collectively referred to herein as the “Schedule 13D”).  This Amendment No. 4 relates to the common stock, par value $0.01 per share (“Common Stock”), of General Growth Properties, Inc., a Delaware corporation (the “Company”).
 
Item 2. Identity and Background
 
Item 2 of the Schedule 13D is hereby amended in its entirety as follows:
 
(a) This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
 
(i)  Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario;
 
(ii) Trilon Bancorp Inc. (“Trilon Bancorp”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield;
 
(iii) Brookfield Private Funds Holdings Inc. (“Brookfield Holdings”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Trilon Bancorp;
 
(iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP (“BAM Canada”), a limited partnership formed under the laws of the Province of Manitoba, of which Brookfield Holdings is the sole general partner;
 
(v) Brascan Asset Management Holdings Ltd. (“Brascan”), a Canadian entity formed under the Canada Business Corporations Act and a direct wholly-owned subsidiary of Brookfield;
 
(vi) Brookfield US Holdings Inc. (“US Holdings”), a corporation formed under the laws of the Province of Ontario, a wholly-owned subsidiary of Brascan and an indirect wholly-owned subsidiary of Brookfield;
 
(vii) Brookfield US Corporation (“US Corp.”), a Delaware corporation, a wholly-owned subsidiary of US Holdings and an indirect wholly-owned subsidiary of Brookfield;
 
(viii) Brookfield REP GP Inc. (“BRGP”), a Delaware corporation of which US Corp. is the sole shareholder and an indirect wholly-owned subsidiary of Brookfield;
 
(ix) Brookfield Retail Split LP (“Split LP”), a Delaware limited partnership, of which BRGP is the sole general partner;
 
(x) Brookfield Retail Holdings LLC (“BRH”) (formerly known as REP Investments LLC), a Delaware limited liability corporation, of which BAM Canada is the sole managing member;
 
(xi) Brookfield Retail Holdings II LLC (“BRH II”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 
(xii) Brookfield Retail Holdings III LLC (“BRH III”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 
(xiii) Brookfield Retail Holdings IV-A LLC (“BRH IV-A”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 

 
21
 

(xiv) Brookfield Retail Holdings IV-B LLC (“BRH IV-B”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 
(xv) Brookfield Retail Holdings IV-C LLC (“BRH IV-C”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 
(xvi) Brookfield Retail Holdings IV-D LLC (“BRH IV-D”), a Delaware limited liability company, of which BAM Canada is the sole managing member;
 
(xvii) Brookfield Retail Holdings V LP (“BRH V”), a Delaware limited partnership, of which BAM Canada is the sole general partner;
 
(xviii) Brookfield Retail Split II LLC (“BR Split II”), a Delaware limited liability company, of which BRGP is the sole manager; and
 
(xvix) Brookfield Retail Holdings VI LLC (“BRH VI”), a Delaware limited liability company, of which BR Split II is the sole member and sole manager.
 
Schedule I to the Original 13D, with respect to Brookfield, Schedule II to the Original 13D, with respect to Trilon Bancorp, Schedule III to the Original 13D, with respect to Brookfield Holdings, Schedule IV to the Original 13D with respect to US Holdings, Schedule V to the Original 13D with respect to US Corp., Schedule VI to the Original 13D with respect to BRGP, Schedule VII to the Original 13D with respect to BRH, Schedule VIII to the Original 13D with respect to BRH II, Schedule IX to the Original 13D with respect to BRH X, Schedule X to the Original 13D with respect to BRH IV-A, Schedule XI to the Original 13D with respect to BRH IV-B, Schedule XII to the Original 13D with respect to BRH IV-C, Schedule XIII to the Original 13D with respect to BRH IV-D, Schedule XIV to the Original 13D with respect to BRH V, Schedule XV to Amendment No. 3 with respect to Brascan, Schedule XVI to Amendment No. 3 with respect to BR Split II and Schedule XVII to Amendment No. 3 with respect to BRH VI set forth lists of all of the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.
 
(b)  The principal business address of each of Brookfield, Brookfield Holdings, BAM Canada, US Holdings, Brascan and Trilon Bancorp is 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal address of each of  US Corp., BRGP, Split LP, BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D, BRH V, BR Split II and BRH VI is Three World Financial Center, 200 Vesey Street, New York, NY 10281-1021. Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule XIV to the Original 13D and Schedule XV, Schedule XVI and Schedule XVII to Amendment No. 3 set forth the principal business address of each Scheduled Person.
 
(c) The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors.  The principal business of each of Trilon Bancorp, Brascan, Brookfield Holdings, US Holdings and US Corp. is to serve as an investment holding company.  The principal business of BRGP is to serve as general partner of Split LP and the manager of BR Split II.  The principal business of Split LP is to invest in the Company and The Howard Hughes Corporation.  The principal business of BR Split II is to invest in the Company. The principal business of BAM Canada is to serve as investment manager, managing member or general partner, as applicable, for a variety of certain private investment vehicles, including each of the Investment Vehicles (as defined below).  The principal activity of each of BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D, and BRH V (each, an “Investment Vehicle”) is to serve as a special purpose entity for the purpose of making certain investments in the Company and  The Howard Hughes Corporation.  The principal activity of BRH VI is to serve as a special purpose entity for the purpose of making certain investments in the Company.  Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule XIV to the Original 13D and Schedule XV, Schedule XVI and Schedule XVII to Amendment No. 3 set forth the principal occupation or employment of each Scheduled Person.
 
(d),(e) During the last five years, none of the Reporting Persons nor any of the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 

 
22
 

(f)      Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V, Schedule VI, Schedule VII, Schedule VIII, Schedule IX, Schedule X, Schedule XI, Schedule XII, Schedule XIII and Schedule XIV to the Original 13D and Schedule XV, Schedule XVI and Schedule XVII to Amendment No. 3 set forth the citizenships of each of the Scheduled Persons who is natural person.
 
Item 5. Interest in Securities of the Issuer
 
Item 5(a)-(c) of the Schedule 13D is hereby amended in its entirety as follows:
 
(a)-(b) As of the close of business on May 11, 2011, the Investment Vehicles directly held and beneficially owned the shares of Common Stock and Warrants indicated on the following table.  Each of the Investment Vehicles shares voting and investment power as indicated in the paragraphs below the table.  All calculations of percentages of beneficial ownership in this Item 5 and elsewhere in this Schedule 13D are based on the 966,798,974 shares of Common Stock reported by the Company as outstanding as of  May 2, 2011 less the 30,585,957 shares of Common Stock expected to be purchased for cancellation by the Company on May 9, 2011 as reported in its Form 10-Q filed with the Securities and Exchange Commission on May 5, 2011,  plus, where such beneficial ownership includes Warrants, such number of shares of Common Stock issuable upon exercise of the Warrants included in any such beneficial ownership calculation.
 
Investment Vehicle
Common Stock
Warrants
Beneficial Ownership
BRH
77,556,276
19,331,673
10.14%
BRH II
53,195,377
13,265,411
7.00%
BRH III
61,018,212
15,216,204
8.01%
BRH IV-A
7,038,848
1,759,273
0.94%
BRH IV-B (1)
14,056,122
3,511,450
1.87%
BRH IV-C (1)
4,709,099
1,176,410
0.63%
BRH IV-D
4,716,413
1,176,410
0.63%
BRH V
15,867,548
3,958,944
2.11%
Total:
238,157,895
59,395,775
29.89%
(1) The shares of Common Stock and Warrants are held directly by Brookfield US Retail Holdings LLC. Pursuant to the BRH IV-B Agreement and BRH IV-C Agreement, as applicable, the applicable Investment Vehicle shares investment and voting power (but not with Brookfield US Retail Holdings LLC) over the shares of Common Stock and Warrants held directly by Brookfield US Retail Holdings LLC.
 
As managing member or general partner, as applicable, of each of the Investment Vehicles, BAM Canada may be deemed, subject to restrictions on its authority imposed by the Voting Agreement, to beneficially own all shares of Common Stock and Warrants owned by each of the Investment Vehicles, consisting of 238,157,895 shares of Common Stock and Warrants exercisable to purchase 59,395,775 shares of Common Stock, collectively representing 29.89% of the Common Stock.  As direct and indirect controlling persons of BAM Canada, each of Brookfield Holdings, Trilon Bancorp and Brookfield may be deemed to share with BAM Canada beneficial ownership of such shares of Common Stock and Warrants.
 
Split LP is the non-managing member of BRH.  By virtue of (i) its ability under the Operating Agreement of BRH to appoint and remove the board of directors of BRH and (ii) the ability of the board of directors of BRH to direct BAM Canada on behalf of BRH to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions with respect to, and material dispositions of, Common Stock by the Investment Vehicles), Split LP may be deemed to share voting and investment power with respect to the 297,553,670 shares of Common Stock owned by the Investment Vehicles, representing approximately 29.89% of the shares of the Common Stock.  As direct and indirect controlling persons of Split LP, BRGP, US Holdings, US Corp. and Brookfield may be deemed to share with Split LP beneficial ownership of such shares of Common Stock and Warrants.
 

 
23
 

As of the close of business on May 11, 2011, BRH VI directly held and beneficially owned 113,943,507 shares of Common Stock, representing approximately 12.17% of the shares of Common Stock.  As the manager of BRH VI, BR Split II may be deemed to beneficially all of the shares of Common Stock held by BRH VI, consisting of 113,943,507 shares of Common Stock, representing approximately 12.17% of the shares of Common Stock.  As direct and indirect controlling persons of BR Split II, BRGP, US. Corp., US Holdings, Brascan and Brookfield may be deemed to share with BR Split II beneficial ownership of such shares of Common Stock.
 
None of the Reporting Persons has sole voting or investment power with respect to any shares of Common Stock or Warrants.
 
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of Common Stock and Warrants held by all members of the “group.”  Accordingly, each of the Reporting Persons may be deemed to beneficially own 411,497,177 shares of Common Stock (which includes the 59,395,775 shares of Common Stock issuable upon exercise of the Warrants held by all Reporting Persons), constituting beneficial ownership of 41.3% of the shares of the Common Stock.  Each of the Investment Vehicles expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by each of the other Investment Vehicles. Each of the Investment Vehicles and Split LP expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock held by BRH VI.  Each of BR Split II and BRH VI expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of Common Stock and Warrants held by the Investment Vehicles.
 
By virtue of (i) the ability of the Northern Trust Company, acting in its capacity as custodian for the Future Fund Board of Guardians (“Future Fund”) under the Operating Agreement of BRH II to appoint and remove the members of the board of directors of BRH II and (ii) the ability of the board of directors of BRH II to direct BAM Canada on behalf of BRH II to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), Future Fund may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  By virtue of (i) the ability of Stable Investment Corporation (“Stable”) and Best Investment Corporation (“Best” and, together with Stable, “SB”) (both subsidiaries of China Investment Corporation) under the Operating Agreement of BRH III to appoint and remove the members of the board of directors of BRH III and (ii) the ability of the board of directors of BRH III to direct BAM Canada on behalf of BRH III to veto any action requiring a hyper-majority vote under the Voting Agreement (including voting decisions and material dispositions of Common Stock by the Investment Vehicles), SB may be deemed to share voting and investment power over the Common Stock and Warrants held by each of the Investment Vehicles.  Additionally, by virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D, Future Fund and/or SB may be deemed to be members of a “group” with the Reporting Persons.  Neither Future Fund nor SB are Reporting Persons on this Schedule 13D, and any obligations either of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings.  To the extent that either Future Fund or SB beneficially owns shares of Common Stock or Warrants that are not held by one of the Investment Vehicles, the Reporting Persons may be deemed to beneficially own any such shares of Common Stock or Warrants, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.
 
(c) On April 29, 2011, BRH, BRH II, BRH III, BRH IV-A, BRH IV-B, BRH IV-C, BRH IV-D, BRH V and BRH VI acquired beneficial ownership of the number of shares of Common Stock set forth opposite their name in the table below pursuant to a reinvestment of a portion of the dividend paid to the Company’s shareholders through the Company’s Dividend Reinvestment Plan at a price of $16.665 per share of Common Stock.
 

 
24
 


 
Investment Vehicle
Common Stock
BRH
462,608
BRH II
293,634
BRH III
336,815
BRH IV-A
22,965
BRH IV-B (1)
52,652
BRH IV-C (1)
17,639
BRH IV-D
24,953
BRH V
79,494
BRH VI
612,051
(1) The shares of Common Stock and Warrants are held directly by Brookfield US Retail Holdings LLC. Pursuant to the BRH IV-B Agreement and BRH IV-C Agreement, as applicable, the applicable Investment Vehicle shares investment and voting power (but not with Brookfield US Retail Holdings LLC) over the shares of Common Stock and Warrants held directly by Brookfield US Retail Holdings LLC.
 

 

 
25
 

SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 Dated:  May 11, 2011
BROOKFIELD ASSET MANAGEMENT
     
 
By: /s/ Joseph Freedman__________________________
   
Name: Joseph Freedman
   
Title: Senior Managing Partner
     
 
By: /s/ Aleks Novakovic__________________________
   
Name: Aleks Novakovic
   
Title: Vice President
     
Dated:  May 11, 2011
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA) L.P.
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
   
Dated:  May 11, 2011
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
   
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
   
   
Dated:  May 11, 2011
TRILON BANCORP INC.
   
 
By: /s/ Aleks Novakovic__________________________
 
        Name: Aleks Novakovic
 
        Title: Vice President
 
By: /s/ Joseph Freedman__________________________
 
        Name: Joseph Freedman
 
        Title: Vice President
   
Dated:  May 11, 2011
BROOKFIELD RETAIL SPLIT LP
   
 
By: Brookfield REP GP Inc., its general partner
   
 
By: /s/ Karen Ayre______________________________
 
       Name: Karen Ayre
 
       Title: Vice President

 
 
 


 
Dated:  May 11, 2011
BROOKFIELD REP GP INC.
   
 
By: Brookfield US Corporation, its managing member
   
 
By: /s/ Karen Ayre______________________________
          Name: Karen Ayre
 
        Title: Vice President
   
Dated:  May 11, 2011
BROOKFIELD US HOLDINGS INC.
   
 
By: /s/ Aleks Novakovic__________________________
 
        Name: Aleks Novakovic
 
        Title: Vice President
   
Dated:  May 11, 2011
BROOKFIELD US CORPORATION
   
 
By: /s/ Karen Ayre______________________________
 
        Name: Karen Ayre
 
        Title: Vice President
   
Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS LLC
     
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
 
By: /s/ Moshe Mandelbaum________________________
   
Name: Moshe Mandelbaum
   
Title: Vice President
     
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS II LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
 
By: /s/ Moshe Mandelbaum________________________
   
Name: Moshe Mandelbaum
   
Title: Vice President

 
 
 


 
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS III LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
 
By: /s/ Moshe Mandelbaum________________________
   
Name: Moshe Mandelbaum
   
Title: Vice President
     
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS IV-A LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS IV-B LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS IV-C LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President

 
 
 


 
Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS IV-D LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its managing member
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
     
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS V LP
   
 
By Brookfield Asset Management Private Institutional Capital
Adviser (Canada) L.P., its general partner
   
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President
     
 Dated:  May 11, 2011
BROOKFIELD RETAIL HOLDINGS VI LLC
   
 
By: Brookfield Asset Management Private Institutional Capital
 
Adviser (Canada) L.P., its general partner
 
By: Brookfield Private Funds Holdings Inc., its general partner
     
 
By:/s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title:  Vice President

 
 Dated:  May 11, 2011
BROOKFIELD RETAIL SPLIT II LLC
   
 
By: Brookfield REP GP Inc., its managing member
   
     
     
 
By: /s/ Karen Ayre______________________________
   
Name: Karen Ayre
   
Title: Vice President

 

 
 
 


Dated:  May 11, 2011
BRASCAN ASSET MANAGEMENT HOLDINGS LTD.
   
     
 
By: /s/ Aleks Novakovic______________________________
   
Name: Aleks Novakovic
   
Title: Vice President
     
 
By: /s/ Dinaz Dadyburjor______________________________
   
Name: Dinaz Dadyburjor
   
Title: Vice President and Treasurer

 

 

 
 
 


 
SCHEDULE I
 
Brookfield Asset Management Inc.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Jack L. Cockwell, Director
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
Group Chairman of Brookfield.
Canada
Marcel R. Coutu, Director
Canadian Oil Sands Limited, 2500 First Canadian Centre, 350 – 7th Ave. S.W., Calgary, Alberta T2P 3N9, Canada
President and Chief Executive Officer of Canadian Oil Sands Limited
Canada
J. Trevor Eyton, Director
c/o  130 Adelaide Street W., Suite 3303, Toronto, Ontario M5H 3P5, Canada
Corporate Director of Brookfield
Canada
J. Bruce Flatt, Director
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and Chief Executive Officer of Brookfield
Canada
James L. Gray, Director
c/o 335 – 8th Avenue S.W., Suite 1700, Royal Bank Building, Calgary, Alberta T2P 1C9, Canada
Corporate Director of Brookfield
Canada
Robert J. Harding, Director
181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada
Corporate Director of Brookfield
 
Chairman Brookfield Global Infrastructure Advisory Board
Canada
Maureen Kempston Darkes, Director
c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A1, Canada
Formerly GM Group Vice-President
Canada
David W. Kerr, Director
c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
Corporate Director of Brookfield
Canada
Lance Liebman, Director
Columbia Law School, 435 West 116th Street, New York, New York 10027 – 7297, U.S.A.
William S. Beinecke Professor of Law
U.S.A

 
 
 


 
Philip B. Lind, Director
333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada
Vice-Chairman of Rogers Communications Inc.
Canada
G. Wallace F. McCain, Director
30 St. Clair Ave. West, Suite 1500, Toronto, Ontario M4V 3A2
Chairman of Maple Leaf Foods Inc.
Canada
Frank J. McKenna, Director
TD Bank Financial Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada
Deputy Chair of TD Bank Financial Group
 
Canada
Jack M. Mintz, Director
University of Calgary, Suite 926, Earth Sciences Building, 2500 University Drive N.W., Calgary, Alberta T2N 1N4, Canada
Palmer Chair in Public Policy
Canada
Youssef A. Nasr, Director
P.O. Box 16 5927, Beirut, Lebanon
Formerly Chief Executive Officer of HSBC Bank Middle East Limited
Lebanon and U.S.A
James A. Pattison, Director
1800 – 1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada
Chairman, President and Chief Executive Officer of The Jim Pattison Group
Canada
 George S. Taylor, Director
c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada
Corporate Director of Brookfield
Canada

 

 

 

 
 
 

SCHEDULE II
 
Trilon Bancorp Inc.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Joseph Freedman, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner,
Brookfield
Canada
Jeffrey Haar, Director, Vice-President and Secretary
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Legal
Brookfield
Canada
Aleks Novakovic, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Taxation
Brookfield
Canada
Sachin Shah, Director, President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner,
Brookfield
Canada

 

 
 
 

SCHEDULE III
 
Brookfield Private Funds Holdings Inc.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, President
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Joseph  Freedman, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
Sachin Shah, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner of Brookfield
Canada
Aleks Novakovic, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice President of Brookfield
Canada
Brett Fox, General Counsel, Secretary
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
General Counsel, Chief Compliance and Administrative Officer of Brookfield Office Properties
U.S.A
Bryan Davis, Treasurer
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Chief Financial Officer of Brookfield Office Properties
Canada

 

 
 
 

SCHEDULE IV
 
Brookfield US Holdings Inc.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Joseph Freedman, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner,
Brookfield
Canada
Jeffrey Haar, Director, Vice-President and Secretary
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Legal
Brookfield
Canada
Aleks Novakovic, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Taxation
Brookfield
Canada
Sachin Shah, Director, President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner,
Brookfield
Canada

 

 
 
 

SCHEDULE V
 
Brookfield US Corporation
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Barry Blattman, Director, President
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
William Powell, Director, Vice President
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Partner of Brookfield
U.S.A
John Stinebaugh,  Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Managing Partner of Brookfield
U.S.A

 
 
 

SCHEDULE VI
 
Brookfield REP GP Inc.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, President
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Brett Fox, General Counsel
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
General Counsel, Chief Compliance and Administrative Officer of Brookfield Office Properties
U.S.A
Bryan Davis, Treasurer
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Chief Financial Officer of Brookfield Office Properties
Canada

 
 
 

SCHEDULE VII
 
Brookfield Retail Holdings LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
 
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 

SCHEDULE VIII
 
Brookfield Retail Holdings II LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Stewart Tillyard, Director
Level 43, 120 Collins St.
Melbourne VIC 3000
Australia
Director, Property Future Funds Board of Guardians
Australia

 
 
 

SCHEDULE IX
 
Brookfield Retail Holdings III LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Collin Lau, Director
New Poly Plaza
1 Chaoyangmen Beidajie
Dongcheng District, Beijing 100010, P.R. China
Managing Director in the Private Market Investment Department of China Investment Corporation
Hong Kong

 
 
 

SCHEDULE X
 
Brookfield Retail Holdings IV-A LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 

SCHEDULE XI
 
Brookfield Retail Holdings IV-B LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 

SCHEDULE XII
 
Brookfield Retail Holdings IV-C LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 

SCHEDULE XIII
 
Brookfield Retail Holdings IV-D LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 

SCHEDULE XIV
 
Brookfield Retail Holdings V LP
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Ric Clark, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
Barry Blattman, Director
Three World Finance Center, 200 Vesey Street, 11th Floor, New York, New York 10281
Senior Managing Partner of Brookfield
U.S.A
David Arthur, Director
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner and President, Brookfield Real Estate Opportunity Group
Managing Partner, North America Real Estate Investments, Brookfield Asset Management
Canada

 
 
 
 
SCHEDULE XV
 
Brascan Asset Management Holdings Ltd.
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Joseph Freedman, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner,
Brookfield
Canada
Jeffrey Haar, Director, Vice-President and Secretary
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Legal
Brookfield
Canada
Aleks Novakovic, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Taxation
Brookfield
Canada
Sachin Shah, Director, President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner,
Brookfield
Canada

 

 
 
 


 
SCHEDULE XVI
 
Brookfield Retail Split II LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Joseph Freedman, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner,
Brookfield
Canada
Jeffrey Haar, Director, Vice-President and Secretary
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Legal
Brookfield
Canada
Aleks Novakovic, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Taxation
Brookfield
Canada
Sachin Shah, Director, President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner,
Brookfield
Canada

 

 
 
 


 
SCHEDULE XVII
 
Brookfield Retail Holdings VI LLC
 
Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Joseph Freedman, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner,
Brookfield
Canada
Jeffrey Haar, Director, Vice-President and Secretary
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Legal
Brookfield
Canada
Aleks Novakovic, Director, Vice-President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Vice-President, Taxation
Brookfield
Canada
Sachin Shah, Director, President
181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada
Managing Partner,
Brookfield
Canada