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FINANCIAL STATEMENTS OF TRCLP, A WHOLLY OWNED SUBSIDIARY OF GGPLP
  MANAGEMENTS DISCUSSION OF TRCLP OPERATIONS AND LIQUIDITY
 Overview
   Revenues
  Operating expenses
  Net income
  Cash position at March 31, 2007
  1




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THE ROUSE COMPANY, L.P. AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS  (UNAUDITED)  (In thousands)
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsInvestment in real estate:Land
    
    $
    1,556,361
    
    
    $
    1,552,570Buildings and equipment
    
    
    10,872,077
    
    
    
    10,855,498Less accumulated depreciation
    
    
    (1,120,499
    )
    
    
    (1,039,325
    )Developments in progress
    
    
    255,281
    
    
    
    247,295Net property and equipment
    
    
    11,563,220
    
    
    
    11,616,038Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,171,546
    
    
    
    1,176,478Investment land and land held for development and sale
    
    
    1,685,181
    
    
    
    1,655,838Net investment in real estate
    
    
    14,419,947
    
    
    
    14,448,354Cash and cash equivalents
    
    
    34,308
    
    
    
    65,416Accounts and notes receivable, net
    
    
    142,801
    
    
    
    143,795Goodwill
    
    
    399,459
    
    
    
    371,674Deferred expenses, net
    
    
    98,177
    
    
    
    96,218Prepaid expenses and other assets
    
    
    659,367
    
    
    
    693,456Total assets
    
    $
    15,754,059
    
    
    $
    15,818,913Liabilities and Partners CapitalMortgages, notes and loans payable
    
    $
    9,276,128
    
    
    $
    9,318,327Deferred tax liabilities
    
    
    916,896
    
    
    
    1,302,205Accounts
payable and accrued expenses
    
    
    657,374
    
    
    
    611,478Total liabilities
    
    
    10,850,398
    
    
    
    11,232,010Commitments and contingencies
    
    
    
    
    
    
    Partners capital:Partners capital
    
    
    8,573,176
    
    
    
    8,187,980Accumulated other comprehensive income
    
    
    (138
    )
    
    
    (9
    )Total partners capital, before
receivable from General Growth Properties, Inc.
    
    
    8,573,038
    
    
    
    8,187,971Receivable from General Growth Properties, Inc.
    
    
    (3,669,377
    )
    
    
    (3,601,068
    )Total partners capital
    
    
    4,903,661
    
    
    
    4,586,903Total liabilities and partners capital
    
    $
    15,754,059
    
    
    $
    15,818,913
  2




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THE ROUSE COMPANY, L.P. AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (UNAUDITED)
(In thousands)
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:Minimum rents
    
    $
    211,757
    
    
    $
    217,656Tenant recoveries
    
    
    99,211
    
    
    
    91,938Overage rents
    
    
    7,144
    
    
    
    5,973Land sales
    
    
    23,793
    
    
    
    137,220Other
    
    
    12,146
    
    
    
    14,121Total revenues
    
    
    354,051
    
    
    
    466,908Expenses:Real estate taxes
    
    
    27,008
    
    
    
    26,181Repairs and maintenance
    
    
    25,703
    
    
    
    23,632Marketing
    
    
    5,033
    
    
    
    4,663Other property operating costs
    
    
    55,387
    
    
    
    47,045Land sales operations
    
    
    20,144
    
    
    
    98,598Provision for doubtful accounts
    
    
    3,867
    
    
    
    4,270Property management and other costs
    
    
    16,106
    
    
    
    16,307Depreciation and amortization
    
    
    98,762
    
    
    
    93,118Total expenses
    
    
    252,010
    
    
    
    313,814Operating income
    
    
    102,041
    
    
    
    153,094Interest income
    
    
    1,180
    
    
    
    1,755Interest expense
    
    
    (108,329
    )
    
    
    (98,513
    )Income (loss) before income taxes, minority interest and
equity in income of unconsolidated affiliates
    
    
    (5,108
    )
    
    
    56,336Benefit (provision) for income taxes
    
    
    290,704
    
    
    
    (27,281
    )Minority interest
    
    
    (2,182
    )
    
    
    (2,559
    )Equity in income of unconsolidated affiliates
    
    
    8,160
    
    
    
    8,000Income from continuing operations
    
    
    291,574
    
    
    
    34,496Income from discontinued operations
    
    
    
    
    
    
    3,118Net income
    
    $
    291,574
    
    
    $
    37,614Comprehensive income, net:Net income
    
    $
    291,574
    
    
    $
    37,614Other comprehensive income:Net unrealized losses on financial instruments
    
    
    (116
    )
    
    
    (523
    )Unrealized gains (losses) on available-for-sale securities
    
    
    (13
    )
    
    
    724Comprehensive income, net
    
    $
    291,445
    
    
    $
    37,815
  3




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THE ROUSE COMPANY, L.P. AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
(In thousands)
 Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    291,574
    
    
    $
    37,614Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization, including discontinued operations
    
    
    98,762
    
    
    
    93,118Equity in income of unconsolidated affiliates
    
    
    (8,160
    )
    
    
    (8,033
    )Operating distributions received from unconsolidated affiliates
    
    
    8,004
    
    
    
    8,033Participation expense pursuant to Contingent Stock Agreement
    
    
    4,528
    
    
    
    38,480Land development and acquisition expenditures
    
    
    (41,351
    )
    
    
    (47,099
    )Cost of land sales
    
    
    7,887
    
    
    
    53,428Provision for doubtful accounts, including discontinued operations
    
    
    3,867
    
    
    
    4,270Restructuring tax benefit
    
    
    (297,645
    )
    
    
    Straight-line rent amortization
    
    
    (5,177
    )
    
    
    (9,926
    )Amortization of intangibles other than in-place leases
    
    
    (540
    )
    
    
    340Non-cash interest expense
    
    
    (9,100
    )
    
    
    (9,834
    )Net changes:Accounts and notes receivable
    
    
    30
    
    
    
    15,797Other assets
    
    
    2,056
    
    
    
    5,792Accounts payable and accrued expenses and deferred tax liabilities
    
    
    (613
    )
    
    
    126Other, net
    
    
    518
    
    
    
    962Net cash provided by operating activities
    
    
    54,640
    
    
    
    183,068Cash flows from investing activities:Acquisition/development of real estate and property
additions/improvements
    
    
    (82,927
    )
    
    
    (58,003
    )Proceeds
from sales of investment properties
    
    
    
    
    
    
    6,208Increase in investments in unconsolidated affiliates
    
    
    (1,407
    )
    
    
    (5,390
    )Distributions received from unconsolidated affiliates
in excess of income
    
    
    5,039
    
    
    
    2,828Change in restricted cash
    
    
    1,294
    
    
    
    (1,541
    )Insurance recoveries
    
    
    871
    
    
    
    7,500Other, net
    
    
    1,340
    
    
    
    7,266Net cash used in investing activities
    
    
    (75,790
    )
    
    
    (41,132
    )Cash flows from financing activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    
    
    
    
    943,000Principal payments on mortgages, notes and loans payable
    
    
    (31,959
    )
    
    
    (257,536
    )Deferred financing costs
    
    
    
    
    
    
    (3,283
    )Advances to General Growth Properties, Inc.
    
    
    (76,921
    )
    
    
    (859,059
    )Capital contribution from GGPLP
    
    
    100,000
    
    
    
    Other, net
    
    
    (1,078
    )
    
    
    (580
    )Net cash used in financing activities
    
    
    (9,958
    )
    
    
    (177,458
    )Net change in cash and cash equivalents
    
    
    (31,108
    )
    
    
    (35,522
    )Cash and cash equivalents at beginning of period
    
    
    65,416
    
    
    
    74,356Cash and cash equivalents at end of period
    
    $
    34,308
    
    
    $
    38,834Supplemental disclosure of cash flow information:Interest paid
    
    $
    116,186
    
    
    $
    109,730Interest capitalized
    
    
    11,194
    
    
    
    9,407Income taxes paid
    
    
    20,911
    
    
    
    2,019
 4