##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file number 1-11656
 GENERAL GROWTH PROPERTIES, INC.
  Delaware
    
    42-1283895(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
  (Address of principal executive offices, including Zip Code)
  (Registrants telephone number, including area code)
  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



GENERAL GROWTH PROPERTIES, INC.
INDEX
 PAGENUMBERPart I FINANCIAL INFORMATIONItem 1: Consolidated Financial Statements (Unaudited)Consolidated Balance Sheets
as of March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Income and Comprehensive Income
for the three months ended March 31, 2009 and 2008
    
    
    4Consolidated Statements of Equity
for the three months ended March 31, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows
for the three months ended March 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Note 1: Organization
    
    
    7Note 2: Acquisitions/Dispositions and Intangibles
    
    
    17Note 3: Unconsolidated Real Estate Affiliates
    
    
    17Note 4: Mortgages, Notes and Loans Payable
    
    
    24Note 5: Income Taxes
    
    
    27Note 6: Stock-Based Compensation Plans
    
    
    28Note 7: Other Assets and Liabilities
    
    
    31Note 8: Commitments and Contingencies
    
    
    32Note 9: Recently Issued Accounting Pronouncements
    
    
    33Note 10: Segments
    
    
    34Item 2: Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    36Liquidity and Capital Resources
    
    
    43Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    45Item 4: Controls and Procedures
    
    
    45Part II OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    45Item 1A: Risk Factors
    
    
    45Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    48Item 3: Defaults Upon Senior Securities
    
    
    48Item 4: Submission of Matters to a Vote of Security Holders
    
    
    48Item 5: Other Information
    
    
    49Item 6: Exhibits
    
    
    49SIGNATURE
    
    
    50EXHIBIT INDEX
    
    
    51EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1




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##### Table of Contents



Part I FINANCIAL INFORMATION 
 Item 1: Consolidated Financial Statements (Unaudited) GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in thousands)Assets:Investment in real estate:Land
    
    $
    3,359,714
    
    
    $
    3,354,480Buildings and equipment
    
    
    23,361,227
    
    
    
    23,609,132Less accumulated depreciation
    
    
    (4,388,406
    )
    
    
    (4,240,222
    )Developments in progress
    
    
    1,004,869
    
    
    
    1,076,675Net property and equipment
    
    
    23,337,404
    
    
    
    23,800,065Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,864,353
    
    
    
    1,869,929Investment property and property held for development and sale
    
    
    1,774,681
    
    
    
    1,823,362Net investment in real estate
    
    
    26,976,438
    
    
    
    27,493,356Cash and cash equivalents
    
    
    195,745
    
    
    
    168,993Accounts and notes receivable, net
    
    
    385,982
    
    
    
    385,334Goodwill
    
    
    230,901
    
    
    
    340,291Deferred expenses, net
    
    
    325,333
    
    
    
    333,901Prepaid expenses and other assets
    
    
    789,013
    
    
    
    835,455Total assets
    
    $
    28,903,412
    
    
    $
    29,557,330Liabilities and Equity:Mortgages, notes and loans payable
    
    $
    24,702,810
    
    
    $
    24,756,577Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    31,922
    
    
    
    32,294Deferred tax liabilities
    
    
    867,866
    
    
    
    868,978Accounts payable and accrued expenses
    
    
    1,347,854
    
    
    
    1,539,149Total liabilities
    
    
    26,950,452
    
    
    
    27,196,998Redeemable noncontrolling interests:Preferred
    
    
    120,756
    
    
    
    120,756Common
    
    
    41,049
    
    
    
    379,169Total redeemable noncontrolling interests
    
    
    161,805
    
    
    
    499,925Commitments and Contingencies
    
    
    
    
    
    
    Preferred Stock: $100 par value; 5,000,000 shares authorized; none
issued and outstanding
    
    
    
    
    
    
    Equity:Common stock: $.01 par value; 875,000,000 shares authorized,
313,765,893 shares issued as of March 31, 2009 and 270,353,677
shares issued as of December 31, 2008
    
    
    3,138
    
    
    
    2,704Additional paid-in capital
    
    
    3,790,786
    
    
    
    3,454,903Retained earnings (accumulated deficit)
    
    
    (1,884,668
    )
    
    
    (1,488,586
    )Accumulated other comprehensive loss
    
    
    (65,243
    )
    
    
    (56,128
    )Less common stock in treasury, at cost, 1,449,939 shares
as of March 31, 2009 and December 31, 2008
    
    
    (76,752
    )
    
    
    (76,752
    )Total stockholders equity
    
    
    1,767,261
    
    
    
    1,836,141Noncontrolling interests in consolidated real estate affiliates
    
    
    23,894
    
    
    
    24,266Total equity
    
    
    1,791,155
    
    
    
    1,860,407Total liabilities and equity
    
    $
    28,903,412
    
    
    $
    29,557,330
  3




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 (UNAUDITED)
 Three Months EndedMarch 31,2009
    
    
    2008(Dollars in thousands,except for per share amounts)Revenues:Minimum rents
    
    $
    499,107
    
    
    $
    524,942Tenant recoveries
    
    
    233,019
    
    
    
    231,632Overage rents
    
    
    10,025
    
    
    
    13,518Land sales
    
    
    8,986
    
    
    
    9,066Management and other fees
    
    
    19,198
    
    
    
    20,239Other
    
    
    18,305
    
    
    
    30,925Total revenues
    
    
    788,640
    
    
    
    830,322Expenses:Real estate taxes
    
    
    71,558
    
    
    
    68,649Repairs and maintenance
    
    
    55,356
    
    
    
    62,100Marketing
    
    
    7,576
    
    
    
    12,276Other property operating costs
    
    
    103,701
    
    
    
    111,520Land sales operations
    
    
    10,614
    
    
    
    9,921Provision for doubtful accounts
    
    
    10,332
    
    
    
    2,709Property management and other costs
    
    
    43,408
    
    
    
    52,138General and administrative
    
    
    45,825
    
    
    
    8,098Provisions for impairment
    
    
    331,093
    
    
    
    372Depreciation and amortization
    
    
    204,615
    
    
    
    184,259Total expenses
    
    
    884,078
    
    
    
    512,042Operating (loss) income
    
    
    (95,438
    )
    
    
    318,280Interest income
    
    
    730
    
    
    
    557Interest expense
    
    
    (328,489
    )
    
    
    (325,692
    )Loss before income taxes, noncontrolling interests
and equity in income of Unconsolidated Real Estate Affiliates
    
    
    (423,197
    )
    
    
    (6,855
    )Benefit from (provision for) income taxes
    
    
    11,514
    
    
    
    (9,392
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    7,538
    
    
    
    23,828(Loss) income from continuing operations
    
    
    (404,145
    )
    
    
    7,581Discontinued operations  loss on dispositions
    
    
    (55
    )
    
    
    Net (loss) income
    
    
    (404,200
    )
    
    
    7,581Allocation to noncontrolling interests
    
    
    8,118
    
    
    
    (4,221
    )Net (loss) income attributable to common stockholders
    
    $
    (396,082
    )
    
    $
    3,360Basic and Diluted (Loss) Earnings Per Share:Continuing operations
    
    $
    (1.27
    )
    
    $
    0.01Discontinued operations
    
    
    
    
    
    
    Total basic and diluted (loss) earnings per share
    
    $
    (1.27
    )
    
    $
    0.01Dividends declared per share
    
    
    
    
    
    
    0.50Comprehensive Income, Net:Net (loss) income
    
    $
    (404,200
    )
    
    $
    7,581Other comprehensive income:Net unrealized gains (losses) on financial instruments
    
    
    2,109
    
    
    
    (1,687
    )Accrued pension adjustment
    
    
    101
    
    
    
    (341
    )Foreign currency translation
    
    
    (2,282
    )
    
    
    (2,020
    )Unrealized gains (losses) on available-for-sale securities
    
    
    21
    
    
    
    (128
    )Other comprehensive loss
    
    
    (51
    )
    
    
    (4,176
    )Comprehensive loss allocated to noncontrolling interests
    
    
    1
    
    
    
    729Adjustment for noncontrolling interests
    
    
    (9,065
    )
    
    
    460Comprehensive (loss) income, net attributable to common stockholders
    
    $
    (413,315
    )
    
    $
    4,594
  4




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GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF EQUITY
 Retained
    
    
    Accumulated
    
    
    
    
    
    
    NoncontrollingAdditional
    
    
    Earnings
    
    
    Other
    
    
    
    
    
    
    Interests inCommon
    
    
    Paid-In
    
    
    (Accumulated
    
    
    Comprehensive
    
    
    Treasury
    
    
    Consolidated Real
    
    
    TotalStock
    
    
    Capital
    
    
    Deficit)
    
    
    Income (Loss)
    
    
    Stock
    
    
    Estate Affiliates
    
    
    Equity(Dollars in thousands)Balance, December 31, 2007
    
    $
    2,457
    
    
    $
    2,601,296
    
    
    $
    (1,087,080
    )
    
    $
    35,658
    
    
    $
    (95,635
    )
    
    $
    
    
    
    $
    1,456,696Cumulative effect of change in accounting principles
    
    
    
    
    
    
    (1,756,689
    )
    
    
    (14,312
    )
    
    
    
    
    
    
    
    
    
    
    7,457
    
    
    
    (1,763,544
    )Adjusted balance January 1, 2008
    
    
    2,457
    
    
    
    844,607
    
    
    
    (1,101,392
    )
    
    
    35,658
    
    
    
    (95,635
    )
    
    
    7,457
    
    
    
    (306,848
    )Net income
    
    
    
    
    
    
    
    
    
    
    3,360
    
    
    
    
    
    
    
    
    
    
    
    606
    
    
    
    3,966Cash distributions declared ($.50 per share)
    
    
    
    
    
    
    
    
    
    
    (121,949
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (121,949
    )Contributions to (distributions from) noncontrolling interests in Consolidated Real Estate Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,808
    
    
    
    2,808Conversion of operating partnership
units to common stock
(18,495 common shares)
    
    
    
    
    
    
    706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    706Issuance of common stock
(20,327,210 common shares and 50 treasury
shares)
    
    
    203
    
    
    
    731,350
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    731,556Shares issued pursuant to CSA
(356,661 treasury shares)
    
    
    
    
    
    
    (914
    )
    
    
    (2,432
    )
    
    
    
    
    
    
    18,880
    
    
    
    
    
    
    
    15,534Restricted stock grant, net of
compensation expense
(351,232 common shares)
    
    
    4
    
    
    
    840
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    844Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,987
    )
    
    
    
    
    
    
    
    
    
    
    (2,987
    )Adjustment for noncontrolling interest in
operating partnership
    
    
    
    
    
    
    (102,565
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102,565
    )Adjust noncontrolling interest in OP Units to
fair value per SFAS 160
    
    
    
    
    
    
    248,239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248,239Adjusted Balance, March 31, 2008
    
    $
    2,664
    
    
    $
    1,722,263
    
    
    $
    (1,222,413
    )
    
    $
    32,671
    
    
    $
    (76,752
    )
    
    $
    10,871
    
    
    $
    469,304Balance,
December 31, 2008 (as previously reported)
    
    $
    2,704
    
    
    $
    3,337,657
    
    
    $
    (1,452,733
    )
    
    $
    (56,128
    )
    
    $
    (76,752
    )
    
    $
    
    
    
    $
    1,754,748Adjustments
    
    
    
    
    
    
    117,246
    
    
    
    (35,853
    )
    
    
    
    
    
    
    
    
    
    
    24,266
    
    
    
    105,659Adjusted
balance, January 1, 2009
    
    
    2,704
    
    
    
    3,454,903
    
    
    
    (1,488,586
    )
    
    
    (56,128
    )
    
    
    (76,752
    )
    
    
    24,266
    
    
    
    1,860,407Net loss
    
    
    
    
    
    
    
    
    
    
    (396,082
    )
    
    
    
    
    
    
    
    
    
    
    659
    
    
    
    (395,423
    )Contributions to (distributions from) noncontrolling interests in Consolidated Real Estate Affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,031
    )
    
    
    (1,031
    )Conversion of operating partnership
units to common stock
(43,408,053 common shares)
    
    
    434
    
    
    
    324,054
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    324,488Issuance of common stock
(69 common shares)
    
    
    1
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Restricted stock grant forfeitures,
net of compensation expense
(65 common shares forfeited)
    
    
    (1
    )
    
    
    204
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,115
    )
    
    
    
    
    
    
    
    
    
    
    (9,115
    )Adjustment for noncontrolling interest in
operating partnership
    
    
    
    
    
    
    11,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,583Balance, March 31, 2009
    
    $
    3,138
    
    
    $
    3,790,786
    
    
    $
    (1,884,668
    )
    
    $
    (65,243
    )
    
    $
    (76,752
    )
    
    $
    23,894
    
    
    $
    1,791,155
  5




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Three Months EndedMarch 31,2009
    
    
    2008(In thousands)Cash Flows from Operating Activities:Net (loss) income
    
    $
    (404,200
    )
    
    $
    7,581Adjustments to reconcile net (loss) income to net cash provided by operating activities:Equity in income of Unconsolidated Real Estate Affiliates
    
    
    (7,538
    )
    
    
    (23,828
    )Provision for doubtful accounts
    
    
    10,332
    
    
    
    2,709Distributions received from Unconsolidated Real Estate Affiliates
    
    
    10,711
    
    
    
    9,777Depreciation
    
    
    190,622
    
    
    
    172,302Amortization
    
    
    13,993
    
    
    
    11,957Amortization of deferred finance costs and debt market rate adjustments
    
    
    18,069
    
    
    
    4,566Non-cash interest expense on Exchangeable Senior Notes
    
    
    6,692
    
    
    
    6,298Non-cash interest expense resulting from termination of interest rate swaps
    
    
    (8,614
    )
    
    
    Provisions for impairment
    
    
    331,093
    
    
    
    372Participation expense pursuant to Contingent Stock Agreement
    
    
    (177
    )
    
    
    91Land/residential development and acquisitions expenditures
    
    
    (17,251
    )
    
    
    (53,613
    )Cost of land sales
    
    
    2,716
    
    
    
    1,082Straight-line rent amortization
    
    
    (8,636
    )
    
    
    (11,942
    )Amortization of intangibles other than in-place leases
    
    
    1,479
    
    
    
    (3,462
    )Glendale Matter deposit
    
    
    67,054
    
    
    
    Net changes:Accounts and notes receivable
    
    
    (2,345
    )
    
    
    20,659Prepaid expenses and other assets
    
    
    (8,592
    )
    
    
    (10,329
    )Deferred expenses
    
    
    (11,865
    )
    
    
    (14,634
    )Accounts payable and accrued expenses and deferred tax liabilities
    
    
    (11,846
    )
    
    
    29,418Other, net
    
    
    (12,160
    )
    
    
    (10,038
    )Net cash provided by operating activities
    
    
    159,537
    
    
    
    138,966Cash Flows from Investing Activities:Acquisition/development of real estate and property additions/improvements
    
    
    (79,596
    )
    
    
    (553,029
    )Proceeds from sales of investment properties
    
    
    6,393
    
    
    
    17,166Increase in investments in Unconsolidated Real Estate Affiliates
    
    
    (21,209
    )
    
    
    (33,947
    )Distributions received from Unconsolidated Real Estate Affiliates in excess of income
    
    
    24,799
    
    
    
    11,089Loans from (to) Unconsolidated Real Estate Affiliates, net
    
    
    (6,621
    )
    
    
    64,385Decrease in restricted cash
    
    
    3,147
    
    
    
    9,723Other, net
    
    
    (752
    )
    
    
    2,226Net cash used in investing activities
    
    
    (73,839
    )
    
    
    (482,387
    )Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    
    
    
    
    1,010,000Principal payments on mortgages, notes and loans payable
    
    
    (57,996
    )
    
    
    (1,176,336
    )Deferred financing costs
    
    
    (741
    )
    
    
    (6,798
    )Cash distributions paid to common stockholders
    
    
    
    
    
    
    (121,950
    )Cash distributions paid to holders of Common Units
    
    
    (112
    )
    
    
    (26,016
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    
    
    
    
    (2,903
    )Proceeds from issuance of common stock, including from common stock plans
    
    
    43
    
    
    
    821,630Other, net
    
    
    (140
    )
    
    
    2,722Net cash (used in) provided by financing activities
    
    
    (58,946
    )
    
    
    500,349Net change in cash and cash equivalents
    
    
    26,752
    
    
    
    156,928Cash and cash equivalents at beginning of period
    
    
    168,993
    
    
    
    99,534Cash and cash equivalents at end of period
    
    $
    195,745
    
    
    $
    256,462Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    263,934
    
    
    $
    307,762Interest capitalized
    
    
    15,497
    
    
    
    16,320Income taxes paid
    
    
    6,485
    
    
    
    21,594Non-Cash Transactions:Common stock issued in exchange for Operating Partnership Units
    
    $
    324,488
    
    
    $
    706Common stock issued pursuant to Contingent Stock Agreement
    
    
    
    
    
    
    15,534Change in accrued capital expenditures included in accounts
payable and accrued expenses
    
    
    (42,778
    )
    
    
    46,221Change in accrued purchase price of The Shoppes at The Palazzo
    
    
    (120,216
    )
    
    
    200,288
  6




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 1 ORGANIZATION
  General
   Principles of Consolidation
   Liquidity
   7




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
    Original or Extended
    
    
    Amount DueLoan/Property
    
    Maturity Date
    
    
    As of March 31, 2009*(In thousands)Short-term Secured Loan
    
    
    2/01/09
    
    
    $
    220,500Oakwood Center
    
    
    2/09/09
    
    
    
    94,821Chico Mall
    
    
    2/11/09
    
    
    
    57,203Fashion Show
    
    
    2/12/09
    
    
    
    648,219The Shoppes at The Palazzo
    
    
    2/12/09
    
    
    
    249,623Deerbrook
    
    
    3/02/09
    
    
    
    73,964Jordan Creek
    
    
    3/02/09
    
    
    
    185,950Southland
    
    
    3/02/09
    
    
    
    81,477TRCLP Unsecured Bonds
    
    
    3/16/09
    
    
    
    395,000Prince Kuhio
    
    
    4/01/09
    
    
    
    37,826JP Realty Secured Notes
    
    
    4/09/09
    
    
    
    33,196Town East
    
    
    4/13/09
    
    
    
    105,391TRCLP Unsecured Bonds
    
    
    4/30/09
    
    
    
    200,000The Grand Canal Shoppes
    
    
    5/01/09
    
    
    
    394,366$
    2,777,536
 
 *

Includes principal payments through March 31, 2009.
    8




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GENERAL GROWTH PROPERTIES, INC.
     Reclassifications and Adoption of New Accounting Pronouncements
   As Previously Reported
    
    Impact of
    
    Current PresentationDecember 31, 2008
    
    FSP 14-1
    
    December 31, 2008Balance Sheet
    
    (In thousands)Mortgages, notes and loans payable
    
    $
    24,853,313
    
    
    $
    (96,736
    )
    
    $
    24,756,577As Previously Reported
    
    Impact of
    
    Current PresentationMarch 31, 2008
    
    FSP 14-1
    
    March 31, 2008Income Statement
    
    (In thousands)Interest expense
    
    $
    319,394
    
    
    $
    6,298
    
    
    $
    325,692Allocation
to noncontrolling interests
    
    
    5,321
    
    
    
    (1,100
    )
    
    
    4,221Net income
attributable to common stockholders
    
    
    8,558
    
    
    
    (5,198
    )
    
    
    3,360Basic and Diluted Earnings Per Share
    
    $
    0.03
    
    
    $
    (0.02
    )
    
    $
    0.01
 9




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 March 31, 2009
    
    
    December 31, 2008(In thousands)Balance Sheet:Principal amount of liability
    
    $
    1,550,000
    
    
    $
    1,550,000Unamortized discount
    
    
    (90,044
    )
    
    
    (96,736
    )Carrying amount of liability component
    
    $
    1,459,956
    
    
    $
    1,453,264Carrying amount of equity component
    
    $
    139,882
    
    
    $
    139,882
 For the Three Months
    
    
    For the Three MonthsEnded March 31, 2009
    
    
    Ended March 31, 2008(In thousands)Income Statement:Coupon interest
    
    $
    15,423
    
    
    $
    15,423Discount amortization  FSP14-1
implementation
    
    
    6,692
    
    
    
    6,298Total interest
    
    $
    22,115
    
    
    $
    21,721Effective interest rate
    
    
    5.71
    %
    
    
    5.61
    %
  Noncontrolling Interests
  10




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GENERAL GROWTH PROPERTIES, INC.
  (In thousands)Balance at
December 31, 2007 (as adjusted)
    
    $
    2,358,901Net income
    
    
    3,615Distributions
    
    
    (28,808
    )Conversion
of operating partnership units into common shares
    
    
    (706
    )Other comprehensive loss
    
    
    (1,189
    )Adjustment for noncontrolling interests in operating partnership
    
    
    102,565Adjust
redeemable noncontrolling interests to fair value per SFAS 160
    
    
    (248,239
    )Balance at March 31, 2008
    
    $
    2,186,139Balance at December 31, 2008 (as adjusted)
    
    $
    499,925Net loss
    
    
    (8,777
    )Distributions
    
    
    (2,336
    )Conversion
of operating partnership units into common shares
    
    
    (324,488
    )Other
comprehensive income
    
    
    9,064Adjustment for noncontrolling interests in operating partnership
    
    
    (11,583
    )Balance at March 31, 2009
    
    $
    161,805
   Number ofCommon Unitsfor eachPreferred UnitSeries B
    
    
    3.000Series D
    
    
    1.508Series E
    
    
    1.298
 Impairment
 Operating properties and properties under development
  11




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GENERAL GROWTH PROPERTIES, INC.
       Investment in Unconsolidated Real Estate Affiliates
  Goodwill
  12




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GENERAL GROWTH PROPERTIES, INC.
  General
  Fair Value Measurements
   Quoted Prices in
    
    
    SignificantTotal Fair Value
    
    
    Active Markets
    
    
    Other
    
    
    SignificantMeasurement
    
    
    for Identical
    
    
    Observable
    
    
    UnobservableMarch 31, 2009
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)(In thousands)Liabilities:Interest Rate Swaps (1)
    
    $
    14,580,834
    
    
    $
    
    
    
    $
    
    
    
    $
    14,580,834Interest Rate Caps (1)
    
    
    2,406,039
    
    
    
    
    
    
    
    
    
    
    
    2,406,039$
    16,986,873
    
    
    $
    
    
    
    $
    
    
    
    $
    16,986,873
 
 (1)
    
    The Credit Valuation Adjustment (CVA) is one component in the overall valuation of derivative
instruments. The CVA is calculated using credit spreads that are generally unobservable in the
market place (Level 3 inputs). The CVA was deemed to be a significant component of the
valuation, therefore the entire balance of the derivative is classified as Level 3. 13




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GENERAL GROWTH PROPERTIES, INC.
 Using Significant Unobservable Inputs (Level 3)Interest Rate Swaps
    
    
    Interest Rate Caps
    
    
    Total(In thousands)Balance at January 1, 2009
    
    $
    27,714,675
    
    
    $
    2,507,693
    
    
    $
    30,222,368Included in other comprehensive (loss) income
    
    
    
    
    
    
    (101,654
    )
    
    
    (101,654
    )Included in earnings (1)
    
    
    (13,133,841
    )
    
    
    
    
    
    
    (13,133,841
    )Balance at March 31, 2009
    
    $
    14,580,834
    
    
    $
    2,406,039
    
    
    $
    16,986,873
 
 (1)
    
    See discussion of termination of interest rate swaps below under Derivative Financial
Instruments.  Quoted Prices in
    
    SignificantTotal Fair Value
    
    Active Markets
    
    Other
    
    SignificantMeasurement
    
    for Identical
    
    Observable
    
    Unobservable
    
    Total GainsMarch 31, 2009
    
    Assets (Level 1)
    
    Inputs (Level 2)
    
    Inputs (Level 3)
    
    (Losses)(In thousands)Investments in real
estate: (1)Allen, TX development
    
    $
    29,511
    
    
    $
    
    
    
    $
    29,511
    
    
    $
    
    
    
    $
    (24,166
    )Fairwood MPC
    
    
    12,629
    
    
    
    
    
    
    
    12,629
    
    
    
    
    
    
    
    (52,769
    )Owings Mills Mall
    
    
    38,068
    
    
    
    
    
    
    
    
    
    
    
    38,068
    
    
    
    (40,308
    )Redlands, CA development
    
    
    6,727
    
    
    
    
    
    
    
    
    
    
    
    6,727
    
    
    
    (6,747
    )River Falls Mall
    
    
    22,003
    
    
    
    
    
    
    
    
    
    
    
    22,003
    
    
    
    (81,114
    )$
    108,938
    
    
    $
    
    
    
    $
    42,140
    
    
    $
    66,798
    
    
    $
    (205,104
    )
 
 (1)
    
    See discussion of unobservable inputs in the impairment
analysis above under Impairment. Derivative Financial Instruments
      14




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GENERAL GROWTH PROPERTIES, INC.
  Revenue Recognition and Related Matters
    Use of Estimates
  The Glendale Matter
  15




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GENERAL GROWTH PROPERTIES, INC.
 Earnings Per Share (EPS)
  Three Months Ended March 31,2009
    
    
    2008Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)Numerators:(Loss) income from continuing operations
    
    $
    (404,145
    )
    
    
    (404,145
    )
    
    $
    7,581
    
    
    $
    7,581Discontinued
operations  loss on dispositions
    
    
    (55
    )
    
    
    (55
    )
    
    
    
    
    
    
    Net (loss) income
    
    
    (404,200
    )
    
    
    (404,200
    )
    
    
    7,581
    
    
    
    7,581Allocation to noncontrolling interests
    
    
    8,118
    
    
    
    8,118
    
    
    
    (4,221
    )
    
    
    (4,221
    )Net (loss) income attributable to common
stockholders
    
    $
    (396,082
    )
    
    $
    (396,082
    )
    
    $
    3,360
    
    
    $
    3,360Denominators:Weighted average number of common shares
outstanding  basic
    
    
    310,868
    
    
    
    310,868
    
    
    
    244,765
    
    
    
    244,765Effect of dilutive securities  stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153Weighted average number of common shares
outstanding  diluted
    
    
    310,868
    
    
    
    310,868
    
    
    
    244,765
    
    
    
    244,918
  Transactions With Affiliates
  16




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GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 2 INTANGIBLES ASSETS AND LIABILITIES
  AccumulatedGross Asset
    
    (Amortization)/
    
    Net Carrying(Liability)
    
    Accretion
    
    Amount(In thousands)As of March 31, 2009Tenant leases:In-place value
    
    $
    622,840
    
    
    $
    (375,650
    )
    
    $
    247,190Above-market
    
    
    112,891
    
    
    
    (67,025
    )
    
    
    45,866Below-market
    
    
    (198,931
    )
    
    
    116,471
    
    
    
    (82,460
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    2,069
    
    
    
    (14,899
    )Below-market
    
    
    271,602
    
    
    
    (25,518
    )
    
    
    246,084Real estate tax
stabilization
agreement
    
    
    91,879
    
    
    
    (17,329
    )
    
    
    74,550As of December 31, 2008Tenant leases:In-place value
    
    $
    637,791
    
    
    $
    (381,027
    )
    
    $
    256,764Above-market
    
    
    117,239
    
    
    
    (65,931
    )
    
    
    51,308Below-market
    
    
    (199,406
    )
    
    
    110,650
    
    
    
    (88,756
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,951
    
    
    
    (15,017
    )Below-market
    
    
    271,602
    
    
    
    (24,049
    )
    
    
    247,553Real estate tax
stabilization
agreement
    
    
    91,879
    
    
    
    (16,348
    )
    
    
    75,531
    
 NOTE 3 UNCONSOLIDATED REAL ESTATE AFFILIATES
   17




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GENERAL GROWTH PROPERTIES, INC.
    18




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GENERAL GROWTH PROPERTIES, INC.
 Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
 March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Condensed Combined Balance Sheets  Unconsolidated Real Estate AffiliatesAssets:Land
    
    $
    867,121
    
    
    $
    863,965Buildings and equipment
    
    
    7,630,463
    
    
    
    7,558,344Less accumulated depreciation
    
    
    (1,580,746
    )
    
    
    (1,524,121
    )Developments in progress
    
    
    527,916
    
    
    
    549,719Net property and equipment
    
    
    7,444,754
    
    
    
    7,447,907Investment in unconsolidated joint ventures
    
    
    261,834
    
    
    
    241,786Investment property and property held for development and sale
    
    
    284,893
    
    
    
    282,636Net investment in real estate
    
    
    7,991,481
    
    
    
    7,972,329Cash and cash equivalents
    
    
    251,918
    
    
    
    231,500Accounts and notes receivable, net
    
    
    151,009
    
    
    
    163,749Deferred expenses, net
    
    
    172,996
    
    
    
    173,213Prepaid expenses and other assets
    
    
    229,985
    
    
    
    225,809Total assets
    
    $
    8,797,389
    
    
    $
    8,766,600Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    6,468,809
    
    
    $
    6,411,631Accounts payable, accrued expenses and other liabilities
    
    
    474,492
    
    
    
    513,538Owners equity
    
    
    1,854,088
    
    
    
    1,841,431Total liabilities and owners equity
    
    $
    8,797,389
    
    
    $
    8,766,600Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:Owners equity
    
    $
    1,854,088
    
    
    $
    1,841,431Less joint venture partners equity
    
    
    (926,200
    )
    
    
    (915,690
    )Capital or basis differences and loans
    
    
    904,543
    
    
    
    911,894Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
    
    $
    1,832,431
    
    
    $
    1,837,635Reconciliation  Investment In and Loans To/From Unconsolidated Real Estate Affiliates:Asset  Investment in and loans to/from
Unconsolidated Real Estate Affiliates
    
    $
    1,864,353
    
    
    $
    1,869,929Liability  Investment in and loans to/from
Unconsolidated Real Estate Affiliates
    
    
    (31,922
    )
    
    
    (32,294
    )Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
    
    $
    1,832,431
    
    
    $
    1,837,635
 19




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GENERAL GROWTH PROPERTIES, INC.
 Three Months Ended March 31,2009
    
    
    2008(In thousands)Condensed Combined Statements of Income -
Unconsolidated Real Estate AffiliatesRevenues:Minimum rents
    
    $
    189,660
    
    
    $
    186,127Tenant recoveries
    
    
    86,597
    
    
    
    82,543Overage rents
    
    
    1,559
    
    
    
    2,354Land sales
    
    
    9,716
    
    
    
    44,034Management and other fees
    
    
    7,317
    
    
    
    10,423Other
    
    
    23,165
    
    
    
    26,215Total revenues
    
    
    318,014
    
    
    
    351,696Expenses:Real estate taxes
    
    
    27,077
    
    
    
    23,998Repairs and maintenance
    
    
    18,522
    
    
    
    19,820Marketing
    
    
    3,118
    
    
    
    4,747Other property operating costs
    
    
    55,809
    
    
    
    58,006Land sales operations
    
    
    10,097
    
    
    
    26,400Provision for doubtful accounts
    
    
    2,592
    
    
    
    615Property management and other costs
    
    
    18,775
    
    
    
    20,237General and administrative
    
    
    7,860
    
    
    
    6,180Provisions for impairment
    
    
    2,900
    
    
    
    Depreciation and amortization
    
    
    67,473
    
    
    
    57,589Total expenses
    
    
    214,223
    
    
    
    217,592Operating income
    
    
    103,791
    
    
    
    134,104Interest income
    
    
    1,768
    
    
    
    3,430Interest expense
    
    
    (84,645
    )
    
    
    (84,573
    )Provision for income taxes
    
    
    (240
    )
    
    
    (1,761
    )Equity in income of unconsolidated joint ventures
    
    
    7,773
    
    
    
    6,391Income from continuing operations
    
    
    28,447
    
    
    
    57,591Discontinued operations, net of noncontrolling interests
    
    
    
    
    
    
    Net income
    
    
    28,447
    
    
    
    57,591Allocation to noncontrolling interests
    
    
    (287
    )
    
    
    75Net income attributable to joint venture partners
    
    $
    28,160
    
    
    $
    57,666Equity In Income (loss) of Unconsolidated Real Estate Affiliates:Net income attributable to joint venture partners
    
    $
    28,160
    
    
    $
    57,666Joint venture partners share of income
    
    
    (15,063
    )
    
    
    (29,945
    )Amortization of capital or basis differences
    
    
    (5,257
    )
    
    
    (3,607
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (302
    )
    
    
    (286
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    7,538
    
    
    $
    23,828
 Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates
  20




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GENERAL GROWTH PROPERTIES, INC.
 GGP/Homart IIMarch 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Assets:Land
    
    $
    239,481
    
    
    $
    239,481Buildings and equipment
    
    
    2,786,757
    
    
    
    2,761,838Less accumulated depreciation
    
    
    (502,944
    )
    
    
    (482,683
    )Developments in progress
    
    
    57,792
    
    
    
    85,676Net investment in real estate
    
    
    2,581,086
    
    
    
    2,604,312Cash and cash equivalents
    
    
    40,398
    
    
    
    42,836Accounts and notes receivable, net
    
    
    45,775
    
    
    
    45,025Deferred expenses, net
    
    
    83,571
    
    
    
    84,902Prepaid expenses and other assets
    
    
    17,584
    
    
    
    27,411Total assets
    
    $
    2,768,414
    
    
    $
    2,804,486Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    2,263,804
    
    
    $
    2,269,989Accounts payable, accrued expenses and other liabilities
    
    
    67,349
    
    
    
    80,803Owners equity
    
    
    437,261
    
    
    
    453,694Total liabilities and owners equity
    
    $
    2,768,414
    
    
    $
    2,804,486
 GGP/Homart IIThree Months Ended March 31,2009
    
    
    2008(In thousands)Revenues:Minimum rents
    
    $
    61,625
    
    
    $
    60,994Tenant recoveries
    
    
    28,800
    
    
    
    27,497Overage rents
    
    
    521
    
    
    
    313Other
    
    
    1,958
    
    
    
    2,199Total revenues
    
    
    92,904
    
    
    
    91,003Expenses:Real estate taxes
    
    
    9,315
    
    
    
    8,134Repairs and maintenance
    
    
    5,899
    
    
    
    6,496Marketing
    
    
    1,166
    
    
    
    1,516Other property operating costs
    
    
    9,820
    
    
    
    11,265Provision for doubtful accounts
    
    
    736
    
    
    
    (22
    )Property management and other costs
    
    
    5,763
    
    
    
    5,583General and administrative
    
    
    125
    
    
    
    1,659Provisions for impairment
    
    
    511
    
    
    
    Depreciation and amortization
    
    
    24,748
    
    
    
    21,843Total expenses
    
    
    58,083
    
    
    
    56,474Operating income
    
    
    34,821
    
    
    
    34,529Interest income
    
    
    1,343
    
    
    
    1,840Interest expense
    
    
    (30,258
    )
    
    
    (30,948
    )Provision for income taxes
    
    
    (106
    )
    
    
    (1,047
    )Net income
    
    
    5,800
    
    
    
    4,374Allocation to noncontrolling interests
    
    
    2
    
    
    
    (4
    )Net income attributable to joint venture partners
    
    $
    5,802
    
    
    $
    4,370
 21




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GENERAL GROWTH PROPERTIES, INC.
 GGP/TeachersMarch 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Assets:Land
    
    $
    175,344
    
    
    $
    177,740Buildings and equipment
    
    
    1,089,934
    
    
    
    1,076,748Less accumulated depreciation
    
    
    (152,561
    )
    
    
    (145,101
    )Developments in progress
    
    
    40,301
    
    
    
    54,453Net investment in real estate
    
    
    1,153,018
    
    
    
    1,163,840Cash and cash equivalents
    
    
    7,133
    
    
    
    7,148Accounts and notes receivable, net
    
    
    16,600
    
    
    
    16,675Deferred expenses, net
    
    
    22,268
    
    
    
    20,011Prepaid expenses and other assets
    
    
    19,614
    
    
    
    17,097Total assets
    
    $
    1,218,633
    
    
    $
    1,224,771Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    1,018,387
    
    
    $
    1,020,825Accounts payable, accrued expenses and other liabilities
    
    
    34,048
    
    
    
    40,787Owners equity
    
    
    166,198
    
    
    
    163,159Total liabilities and owners equity
    
    $
    1,218,633
    
    
    $
    1,224,771
 GGP/TeachersThree Months Ended March 31,2009
    
    
    2008(In thousands)Revenues:Minimum rents
    
    $
    26,239
    
    
    $
    29,079Tenant recoveries
    
    
    12,893
    
    
    
    11,903Overage rents
    
    
    157
    
    
    
    709Other
    
    
    493
    
    
    
    508Total revenues
    
    
    39,782
    
    
    
    42,199Expenses:Real estate taxes
    
    
    3,661
    
    
    
    2,544Repairs and maintenance
    
    
    2,674
    
    
    
    2,765Marketing
    
    
    601
    
    
    
    827Other property operating costs
    
    
    4,696
    
    
    
    5,220Provision for doubtful accounts
    
    
    630
    
    
    
    12Property management and other costs
    
    
    2,297
    
    
    
    2,359General and administrative
    
    
    64
    
    
    
    60Depreciation and amortization
    
    
    10,240
    
    
    
    8,485Total expenses
    
    
    24,863
    
    
    
    22,272Operating income
    
    
    14,919
    
    
    
    19,927Interest income
    
    
    2
    
    
    
    108Interest expense
    
    
    (13,644
    )
    
    
    (13,849
    )Provision for income taxes
    
    
    (2
    )
    
    
    (81
    )Net income attributable to joint venture partners
    
    $
    1,275
    
    
    $
    6,105
 22




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GENERAL GROWTH PROPERTIES, INC.
 The Woodlands PartnershipMarch 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Assets:Land
    
    $
    21,941
    
    
    $
    16,573Buildings and equipment
    
    
    60,276
    
    
    
    60,130Less accumulated depreciation
    
    
    (12,390
    )
    
    
    (11,665
    )Developments in progress
    
    
    87,507
    
    
    
    71,124Investment property and property held for development
and sale
    
    
    284,893
    
    
    
    282,636Net investment in real estate
    
    
    442,227
    
    
    
    418,798Cash and cash equivalents
    
    
    19,015
    
    
    
    45,710Accounts and notes receivable, net
    
    
    5,660
    
    
    
    20,420Deferred expenses, net
    
    
    859
    
    
    
    1,268Prepaid expenses and other assets
    
    
    94,690
    
    
    
    93,538Total assets
    
    $
    562,451
    
    
    $
    579,734Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    309,115
    
    
    $
    318,930Accounts payable, accrued expenses and other liabilities
    
    
    71,167
    
    
    
    74,067Owners equity
    
    
    182,169
    
    
    
    186,737Total liabilities and owners equity
    
    $
    562,451
    
    
    $
    579,734
 The Woodlands PartnershipThree Months Ended March 31,2009
    
    
    2008(In thousands)Revenues:Minimum rents
    
    $
    1,312
    
    
    $
    249Land sales
    
    
    9,716
    
    
    
    44,034Other
    
    
    2,280
    
    
    
    3,121Total revenues
    
    
    13,308
    
    
    
    47,404Expenses:Real estate taxes
    
    
    91
    
    
    
    182Repairs and maintenance
    
    
    249
    
    
    
    74Other property operating costs
    
    
    3,844
    
    
    
    4,268Land sales operations
    
    
    10,097
    
    
    
    26,400Depreciation and amortization
    
    
    725
    
    
    
    728Total expenses
    
    
    15,006
    
    
    
    31,652Operating (loss) income
    
    
    (1,698
    )
    
    
    15,752Interest income
    
    
    210
    
    
    
    195Interest expense
    
    
    (895
    )
    
    
    (1,281
    )Provision for income taxes
    
    
    (84
    )
    
    
    (334
    )Net (loss) income attributable to joint venture partners
    
    $
    (2,467
    )
    
    $
    14,332
 23




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GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 4 MORTGAGES, NOTES AND LOANS PAYABLE
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Fixed-rate debt:Collateralized mortgages, notes and loans payable
    
    $
    15,488,790
    
    
    $
    15,538,825Corporate and other unsecured term loans
    
    
    3,704,719
    
    
    
    3,701,615Total fixed-rate debt
    
    
    19,193,509
    
    
    
    19,240,440Variable-rate debt:Collateralized mortgages, notes and loans payable
    
    
    2,725,601
    
    
    
    2,732,437Corporate and other unsecured term loans
    
    
    2,783,700
    
    
    
    2,783,700Total variable-rate debt
    
    
    5,509,301
    
    
    
    5,516,137Total mortgages, notes and loans payable*
    
    $
    24,702,810
    
    
    $
    24,756,577
 
 *
    
    See Note 1  Liquidity regarding the impact of 2009 and 2010 scheduled maturities.     Fashion Show/Palazzo Loans
  Multi Property Mortgage Loans
 24




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Short-term Secured Loan
  Secured Portfolio Facility
   Exchangeable Senior Notes
   25




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Collateralized Mortgages, Notes and Loans Payable
  Corporate and Other Unsecured Term Loans
      Unsecured Term Loans
 26




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Debtor-in-Possession Facility
   Letters of Credit and Surety Bonds
  
 NOTE 5 INCOME TAXES
  27




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GENERAL GROWTH PROPERTIES, INC.
      
 NOTE 6 STOCK-BASED COMPENSATION PLANS
 Incentive Stock Plans
   2009
    
    
    2008Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceStock options outstanding at January 1
    
    
    4,730,000
    
    
    $
    33.01
    
    
    
    3,053,000
    
    
    $
    51.21Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exchanged for restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (290,000
    )
    
    
    54.66
    
    
    
    
    
    
    
    Expired
    
    
    (197,300
    )
    
    
    30.90
    
    
    
    
    
    
    
    Stock options outstanding at March 31
    
    
    4,242,700
    
    
    $
    31.63
    
    
    
    3,053,000
    
    
    $
    51.21
 28




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Stock Options Outstanding
    
    
    Stock Options ExercisableWeighted Average
    
    
    
    
    
    
    
    
    
    
    Weighted AverageRemaining
    
    
    
    
    
    
    
    
    
    
    RemainingContractual Term
    
    
    Weighted Average
    
    
    
    
    
    
    Contractual Term
    
    
    Weighted AverageRange of Exercise Prices
    
    Shares
    
    
    (in years)
    
    
    Exercise Price
    
    
    Shares
    
    
    (in years)
    
    
    Exercise Price$0   $6.5810
    
    
    1,800,000
    
    
    
    4.6
    
    
    $
    3.73
    
    
    
    
    
    
    
    
    
    
    $
    $6.5811 - $13.1620
    
    
    4,200
    
    
    
    0.8
    
    
    
    9.99
    
    
    
    4,200
    
    
    
    0.8
    
    
    
    9.99$13.1621 - $19.7430
    
    
    50,000
    
    
    
    3.5
    
    
    
    15.49
    
    
    
    50,000
    
    
    
    3.5
    
    
    
    15.49$32.9051 - $39.4860
    
    
    531,000
    
    
    
    0.9
    
    
    
    35.59
    
    
    
    531,000
    
    
    
    0.9
    
    
    
    35.59$39.4861 - $46.0670
    
    
    30,000
    
    
    
    1.0
    
    
    
    44.59
    
    
    
    30,000
    
    
    
    1.0
    
    
    
    44.59$46.0671 - $52.6480
    
    
    862,500
    
    
    
    1.7
    
    
    
    49.75
    
    
    
    782,500
    
    
    
    1.7
    
    
    
    49.70$59.2291 - $65.8100
    
    
    965,000
    
    
    
    2.5
    
    
    
    65.81
    
    
    
    703,000
    
    
    
    2.5
    
    
    
    65.81Total
    
    
    4,242,700
    
    
    
    3.0
    
    
    $
    31.63
    
    
    
    2,100,700
    
    
    
    1.7
    
    
    $
    50.56Intrinsic value (in
thousands)
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
  Restricted Stock
  2009
    
    
    2008Weighted
    
    
    
    
    
    
    WeightedAverage Grant
    
    
    
    
    
    
    Average GrantDate Fair
    
    
    
    
    
    
    Date FairShares
    
    
    Value
    
    
    Shares
    
    
    ValueNonvested
restricted stock
grants outstanding
as of January 1
    
    
    410,767
    
    
    $
    41.29
    
    
    
    136,498
    
    
    $
    59.75Granted
    
    
    
    
    
    
    
    
    
    
    351,232
    
    
    
    35.51Vested
    
    
    (99,709
    )
    
    
    41.57
    
    
    
    (37,498
    )
    
    
    57.06Canceled
    
    
    (65,146
    )
    
    
    46.76
    
    
    
    (1,132
    )
    
    
    35.65Nonvested
restricted stock
grants outstanding
as of March 31
    
    
    245,912
    
    
    $
    39.72
    
    
    
    449,100
    
    
    $
    41.08
   Threshold-Vesting Stock Options
  29




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
   TSO Grant Year2007
    
    
    2006TSOs outstanding at January 1, 2009
    
    
    1,079,194
    
    
    
    1,012,135Forfeited (1)
    
    
    (94,547
    )
    
    
    (89,549
    )Vested and exercised
    
    
    
    
    
    
    TSOs outstanding at March 31, 2009 (2)
    
    
    984,647
    
    
    
    922,586Intrinsic value (3)
    
    $
    
    
    
    $
    Intrinsic value  options exercised
    
    
    
    
    
    
    Fair value  options exercised
    
    
    
    
    
    
    Cash received  options exercised
    
    
    
    
    
    
    Exercise price (4)
    
    $
    65.81
    
    
    $
    50.47Threshold price
    
    
    92.30
    
    
    
    70.79Fair value of options on grant date
    
    
    9.54
    
    
    
    6.51Remaining contractual term (in years)
    
    
    2.9
    
    
    
    1.9
 
 (1)
    
    No TSO expirations for years presented.(2)
    
    TSOs outstanding at March 31, 2009 for the years 2005 and prior were
127,128.(3)
    
    Intrinsic value is not presented if result is a negative number.(4)
    
    A weighted average exercise price is not applicable as there is only one grant date and
issuance per year.  Other Required Disclosures
    Officer Loans
  30




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GENERAL GROWTH PROPERTIES, INC.
  
 NOTE 7 OTHER ASSETS AND LIABILITIES
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Below-market ground leases (Note 2)
    
    $
    246,084
    
    
    $
    247,553Receivables  finance leases and bonds
    
    
    120,468
    
    
    
    118,543Security and escrow deposits
    
    
    105,743
    
    
    
    89,520Real estate tax stabilization agreement (Note 2)
    
    
    74,550
    
    
    
    75,531Prepaid expenses
    
    
    69,879
    
    
    
    63,879Special Improvement District receivable
    
    
    50,360
    
    
    
    51,314Deferred tax
    
    
    50,001
    
    
    
    37,973Above-market tenant leases (Note 2)
    
    
    45,866
    
    
    
    51,308Deposit on Glendale Matter
    
    
    
    
    
    
    67,054Funded defined contribution plan assets
    
    
    
    
    
    
    7,517Other
    
    
    26,062
    
    
    
    25,263$
    789,013
    
    
    $
    835,455
  31




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Construction payable
    
    $
    207,148
    
    
    $
    257,178Accounts payable and accrued expenses
    
    
    185,115
    
    
    
    263,167Accrued interest
    
    
    179,737
    
    
    
    115,968FIN 48 liability
    
    
    131,449
    
    
    
    134,646Accrued real estate taxes
    
    
    91,573
    
    
    
    90,663Deferred gains/income
    
    
    87,347
    
    
    
    62,716Below-market tenant leases (Note 2)
    
    
    82,460
    
    
    
    88,756Hughes participation payable
    
    
    73,147
    
    
    
    73,325Additional purchase price for The Palazzo (Note 8)
    
    
    54,013
    
    
    
    174,229Accrued payroll and other employee liabilities
    
    
    46,257
    
    
    
    62,591Tenant and other deposits
    
    
    23,415
    
    
    
    24,452FIN 47 liability
    
    
    22,583
    
    
    
    23,499Derivative financial instruments
    
    
    16,987
    
    
    
    30,222Above-market ground leases (Note 2)
    
    
    14,899
    
    
    
    15,017Insurance reserve
    
    
    14,246
    
    
    
    14,033Capital lease obligations
    
    
    13,637
    
    
    
    13,790Nouvelle at Natick deferred revenue
    
    
    13,747
    
    
    
    13,067Funded defined contribution plan liabilities
    
    
    
    
    
    
    7,517Other
    
    
    90,094
    
    
    
    74,313Total accounts payable and accrued expenses
    
    $
    1,347,854
    
    
    $
    1,539,149
  
 NOTE 8 COMMITMENTS AND CONTINGENCIES
   32




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GENERAL GROWTH PROPERTIES, INC.
   Contingent Stock Agreement
     
 NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  33




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  NOTE 10 SEGMENTS
  
    
    Retail and Other  includes the operation, development and management of retail and
other rental property, primarily shopping centers
    
    Master Planned Communities  includes the development and sale of land, primarily in
large-scale, long-term community development projects in and around Columbia, Maryland;
Summerlin, Nevada; and Houston, Texas, and our one residential condominium project located
in Natick (Boston), Massachusetts
     34




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31, 2009Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    499,107
    
    
    $
    97,391
    
    
    $
    596,498Tenant recoveries
    
    
    233,019
    
    
    
    40,819
    
    
    
    273,838Overage rents
    
    
    10,025
    
    
    
    1,216
    
    
    
    11,241Other, including noncontrolling interests
    
    
    15,457
    
    
    
    12,628
    
    
    
    28,085Total property revenues
    
    
    757,608
    
    
    
    152,054
    
    
    
    909,662Property operating expenses:Real estate taxes
    
    
    71,558
    
    
    
    12,581
    
    
    
    84,139Repairs and maintenance
    
    
    55,356
    
    
    
    8,718
    
    
    
    64,074Marketing
    
    
    7,576
    
    
    
    1,475
    
    
    
    9,051Other property operating costs
    
    
    103,701
    
    
    
    28,538
    
    
    
    132,239Provision for doubtful accounts
    
    
    10,332
    
    
    
    1,247
    
    
    
    11,579Total property operating expenses
    
    
    248,523
    
    
    
    52,559
    
    
    
    301,082Retail and other net operating income
    
    
    509,085
    
    
    
    99,495
    
    
    
    608,580Master Planned CommunitiesLand sales
    
    
    8,986
    
    
    
    5,101
    
    
    
    14,087Land sales operations
    
    
    (10,614
    )
    
    
    (4,768
    )
    
    
    (15,382
    )Master Planned Communities net operating (loss)
income before provision
for impairment
    
    
    (1,628
    )
    
    
    333
    
    
    
    (1,295
    )Provision for impairment
    
    
    (52,769
    )
    
    
    
    
    
    
    (52,769
    )Master Planned Communities net operating (loss) income
    
    
    (54,397
    )
    
    
    333
    
    
    
    (54,064
    )Real estate property net operating income
    
    $
    454,688
    
    
    $
    99,828
    
    
    $
    554,516
 Three Months Ended March 31, 2008Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    524,942
    
    
    $
    92,692
    
    
    $
    617,634Tenant recoveries
    
    
    231,632
    
    
    
    39,091
    
    
    
    270,723Overage rents
    
    
    13,518
    
    
    
    1,312
    
    
    
    14,830Other, including noncontrolling interests
    
    
    28,191
    
    
    
    13,541
    
    
    
    41,732Total property revenues
    
    
    798,283
    
    
    
    146,636
    
    
    
    944,919Property operating expenses:Real estate taxes
    
    
    68,649
    
    
    
    11,591
    
    
    
    80,240Repairs and maintenance
    
    
    62,100
    
    
    
    9,301
    
    
    
    71,401Marketing
    
    
    12,276
    
    
    
    2,188
    
    
    
    14,464Other property operating costs
    
    
    111,520
    
    
    
    29,747
    
    
    
    141,267Provision for doubtful accounts
    
    
    2,709
    
    
    
    295
    
    
    
    3,004Total property operating expenses
    
    
    257,254
    
    
    
    53,122
    
    
    
    310,376Retail and other net operating income
    
    
    541,029
    
    
    
    93,514
    
    
    
    634,543Master Planned CommunitiesLand sales
    
    
    9,066
    
    
    
    23,118
    
    
    
    32,184Land sales operations
    
    
    (9,921
    )
    
    
    (15,406
    )
    
    
    (25,327
    )Master Planned Communities net operating (loss) income
    
    
    (855
    )
    
    
    7,712
    
    
    
    6,857Real estate property net operating income
    
    $
    540,174
    
    
    $
    101,226
    
    
    $
    641,400
 35




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GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31,2009
    
    
    2008(In thousands)Real estate property net operating income:Segment basis
    
    $
    554,516
    
    
    $
    641,400Unconsolidated Properties
    
    
    (99,828
    )
    
    
    (101,226
    )Consolidated Properties
    
    
    454,688
    
    
    
    540,174Management and other fees
    
    
    19,198
    
    
    
    20,239Property management and other costs
    
    
    (43,408
    )
    
    
    (52,138
    )General and administrative
    
    
    (45,825
    )
    
    
    (8,098
    )Provisions for impairment
    
    
    (278,324
    )
    
    
    (372
    )Depreciation and amortization
    
    
    (204,615
    )
    
    
    (184,259
    )Noncontrolling interest in NOI of Consolidated Properties and other
    
    
    2,848
    
    
    
    2,734Operating (loss) income
    
    
    (95,438
    )
    
    
    318,280Interest income
    
    
    730
    
    
    
    557Interest expense
    
    
    (328,489
    )
    
    
    (325,692
    )Benefit from (provision for) income taxes
    
    
    11,514
    
    
    
    (9,392
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    7,538
    
    
    
    23,828(Loss) income from continuing operations
    
    $
    (404,145
    )
    
    $
    7,581
  Three Months Ended March 31,2009
    
    
    2008(In thousands)Segment basis total property revenues
    
    $
    909,662
    
    
    $
    944,919Unconsolidated segment revenues
    
    
    (152,054
    )
    
    
    (146,636
    )Consolidated land sales
    
    
    8,986
    
    
    
    9,066Management and other fees
    
    
    19,198
    
    
    
    20,239Noncontrolling interest in NOI of Consolidated Properties and other
    
    
    2,848
    
    
    
    2,734GAAP-basis consolidated total revenues
    
    $
    788,640
    
    
    $
    830,322
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING INFORMATION
   
    
    Descriptions of plans or objectives of our management for debt repayment or restructuring,
strategic alternatives, and future operations
    
    Projections of our revenues, income, earnings per share, Funds From Operations (FFO),
capital expenditures, income tax and other contingent liabilities, dividends, leverage,
capital structure or other financial items
 36




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
    
    Forecasts of our future economic performance
    
    Descriptions of assumptions underlying or relating to any of the foregoing
  
    
    Bankruptcy and liquidity
    
    Future financings, repayment of debt and interest rates
    
    Expected sales in our Master Planned Communities segment
    
    Future development, management and leasing fees
    
    Distributions pursuant to the Contingent Stock Agreement
    
    Future cash needed to meet federal income tax requirements
    
    Future development spending
   Overview
     37




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GENERAL GROWTH PROPERTIES, INC.
      Chapter 11 Bankruptcy Filings
   38




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
    Chapter 11 Process
       39




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
       Reporting Requirements
  Results of Operations
  40




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31, 2009 and 2008
 Retail and Other Segment
 Three Months Ended March 31,
    
    
    $ Increase
    
    
    % Increase2009
    
    
    2008
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Property revenues:Minimum rents
    
    $
    596,498
    
    
    $
    617,634
    
    
    $
    (21,136
    )
    
    
    (3.4
    )%Tenant recoveries
    
    
    273,838
    
    
    
    270,723
    
    
    
    3,115
    
    
    
    1.2Overage rents
    
    
    11,241
    
    
    
    14,830
    
    
    
    (3,589
    )
    
    
    (24.2
    )Other, including minority interest
    
    
    28,085
    
    
    
    41,732
    
    
    
    (13,647
    )
    
    
    (32.7
    )Total property revenues
    
    
    909,662
    
    
    
    944,919
    
    
    
    (35,257
    )
    
    
    (3.7
    )Property operating expenses:Real estate taxes
    
    
    84,139
    
    
    
    80,240
    
    
    
    3,899
    
    
    
    4.9Repairs and maintenance
    
    
    64,074
    
    
    
    71,401
    
    
    
    (7,327
    )
    
    
    (10.3
    )Marketing
    
    
    9,051
    
    
    
    14,464
    
    
    
    (5,413
    )
    
    
    (37.4
    )Other property operating costs
    
    
    132,239
    
    
    
    141,267
    
    
    
    (9,028
    )
    
    
    (6.4
    )Provision for doubtful accounts
    
    
    11,579
    
    
    
    3,004
    
    
    
    8,575
    
    
    
    285.5Total property operating expenses
    
    
    301,082
    
    
    
    310,376
    
    
    
    (9,294
    )
    
    
    (3.0
    )Real estate property net operating income
    
    $
    608,580
    
    
    $
    634,543
    
    
    $
    (25,963
    )
    
    
    (4.1
    )%
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GENERAL GROWTH PROPERTIES, INC.
    Master Planned Communities Segment
 Three Months Ended March 31,
    
    
    $ Increase
    
    
    % Increase2009
    
    
    2008
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Land sales
    
    $
    14,087
    
    
    $
    32,184
    
    
    $
    (18,097
    )
    
    
    (56.2
    )%Less Land sales operations
    
    
    15,382
    
    
    
    25,327
    
    
    
    (9,945
    )
    
    
    (39.3
    )Master Planned Communities net operating (loss) income
before provision for impairment
    
    $
    (1,295
    )
    
    $
    6,857
    
    
    $
    (8,152
    )
    
    
    (118.9
    )%Provision for impairment
    
    
    (52,769
    )
    
    
    
    
    
    
    (52,769
    )
    
    
    (100.0
    )Real estate property net operating (loss) income
    
    $
    (54,064
    )
    
    $
    6,857
    
    
    $
    (60,921
    )
    
    
    (888.4
    )%
   Certain Significant Consolidated Revenues and Expenses
 Three Months Ended March 31,
    
    $ Increase
    
    % Increase2009
    
    2008
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Tenant rents
    
    $
    742,151
    
    
    $
    770,092
    
    
    $
    (27,941
    )
    
    
    (3.6
    )%Land sales
    
    
    8,986
    
    
    
    9,066
    
    
    
    (80
    )
    
    
    (0.9
    )Property operating expenses
    
    
    248,523
    
    
    
    257,254
    
    
    
    (8,731
    )
    
    
    (3.4
    )Land sales operations
    
    
    10,614
    
    
    
    9,921
    
    
    
    693
    
    
    
    7.0Management and other fees
    
    
    19,198
    
    
    
    20,239
    
    
    
    (1,041
    )
    
    
    (5.1
    )Property management and other costs
    
    
    43,408
    
    
    
    52,138
    
    
    
    (8,730
    )
    
    
    (16.7
    )General and administrative
    
    
    45,825
    
    
    
    8,098
    
    
    
    37,727
    
    
    
    465.9Provisions for impairment
    
    
    331,093
    
    
    
    372
    
    
    
    330,721
    
    
    
    88,903.5Depreciation and amortization
    
    
    204,615
    
    
    
    184,259
    
    
    
    20,356
    
    
    
    11.0Interest expense
    
    
    328,489
    
    
    
    325,692
    
    
    
    2,797
    
    
    
    0.9(Benefit from) provision for income taxes
    
    
    (11,514
    )
    
    
    9,392
    
    
    
    (20,906
    )
    
    
    (222.6
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    7,538
    
    
    
    23,828
    
    
    
    (16,290
    )
    
    
    (68.4
    )Discontinued operations  loss on dispositions
    
    
    (55
    )
    
    
    
    
    
    
    (55
    )
    
    
    
   42




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
        
 Liquidity and Capital Resources
   43




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GENERAL GROWTH PROPERTIES, INC.
   Summary of Cash Flows
 Cash Flows from Operating Activities
    Cash Flows from Investing Activities
    Cash Flows from Financing Activities
    Seasonality
  44




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Critical Accounting Policies
  REIT Requirements
  Recently Issued Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Controls over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Bankruptcy Risks
 We filed for protection under Chapter 11 of the Bankruptcy Code.
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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  
    
    Actions and decisions of our creditors and other third parties with interests in our
Chapter 11 Cases may be inconsistent with our plans
    
    We may be unable to obtain court approval with respect to motions in the Chapter 11
Cases that we believe are in the best interests of the Company
    
    We may be unable to successfully develop, prosecute, confirm and consummate a plan of
reorganization with respect to the Chapter 11 Cases (the Plan of Reorganization)
    
    Our ability to retain and/or renew existing tenants may be hampered
    
    We may not be able to satisfy the REIT distribution requirements and therefore be
unable to remain qualified as a REIT
    
    We may be unable to build new tenant relationships and desirable new tenants may have
concerns about entering into leases at our properties
    
    Our ability to obtain and maintain commercially reasonable terms with vendors,
strategic partners and service providers may be hampered
    
    Our ability to obtain and maintain contracts necessary to continue our operations at
affordable rates with competitive terms may be hampered
    
    Our access to capital to initiate or continue development or redevelopment at our
properties may be limited
    
    We may encounter third parties seeking and obtaining court approval to terminate or
shorten the exclusivity period for us to propose and confirm the Plan of Reorganization,
to appoint a Chapter 11 trustee or to convert the case to a Chapter 7 case.
  Our liquidity position imposes significant risks to our operations.
   Operating
under Chapter 11 may restrict our ability to pursue our business strategies.
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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  
    
    Sell assets outside the ordinary course of business;
    
    Consolidate, merge, sell or otherwise dispose of all or substantially all of our
assets;
    
    Grant liens; and
    
    Finance our operations, investments or other capital needs or to engage in other
business activities that would be in our interest.
 The pursuit of the
Chapter 11 Cases has consumed and will consume a substantial portion of the time
and attention of our corporate management and will impact how our business is conducted, which may
have an adverse effect on our business and results of operations.
  We may experience increased levels of employee attrition, and our employees are facing considerable
distractions and uncertainty, due to the Chapter 11 Cases.
  As a result of our Chapter 11 Cases, our historical financial information may not be indicative of
our future financial performance.
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GENERAL GROWTH PROPERTIES, INC.
  Risks that Relate to Our Common Stock
 Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and
poses substantial risks. It is impossible to predict at this time whether our common stock will be
cancelled or if holders of such common stock will receive any distribution with respect to, or be
able to recover any portion of, their investments.
  Our common stock has been suspended from trading on and will be delisted from the New York Stock
Exchange and is not listed on any other national securities exchange.
 
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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GENERAL GROWTH PROPERTIES, INC.
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 10.1
    
    Amended and Restated Forbearance and Waiver Agreement by and among General Growth Properties,
Inc. and certain additional parties thereto dated as of January 30, 2009 (previously filed as
Exhibit 10.1 to the Current Report on Form 8-K dated January 30, 2009 which was filed with the
SEC on February 3, 2009).10.2
    
    Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP
Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to the Current Report
on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).10.3
    
    Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP
Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.1 to the Current
Report on Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.99.1
    
    Consolidated Financial Statements of The Rouse Company LP, a subsidiary of General Growth
Properties, Inc.
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SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.(Registrant)Date: May 7, 2009
    
    by:
    
    /s/ Edmund Hoyt

Edmund HoytSenior Vice President and Chief Financial Officer(On behalf of the Registrant and as Principal Accounting Officer)
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EXHIBIT INDEX
 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Consolidated Financial Statements of The Rouse Company LP, a subsidiary of
General Growth Properties, Inc.
  51