##### 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 June 30, 2008
 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)
 
 
 
  þ 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 June 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Income and Comprehensive Income
for the three and six months ended June 30, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows
for the six months ended June 30, 2008 and 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    7Note 1: Organization
    
    
    7Note 2: Acquisitions/Dispositions and Intangibles
    
    
    10Note 3: Unconsolidated Real Estate Affiliates
    
    
    11Note 4: Mortgages, Notes and Loans Payable
    
    
    19Note 5: Income Taxes
    
    
    20Note 6: Stock-Based Compensation Plans
    
    
    21Note 7: Other Assets and Liabilities
    
    
    24Note 8: Commitments and Contingencies
    
    
    24Note 9: Recently Issued Accounting Pronouncements
    
    
    26Note 10: Segments
    
    
    27Item 2: Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    30Liquidity and Capital Resources
    
    
    36Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    38Item 4: Controls and Procedures
    
    
    38Part II
    
    OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    38Item 1A: Risk Factors
    
    
    38Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3: Defaults Upon Senior Securities
    
    
    38Item 4: Submission of Matters to a Vote of Security Holders
    
    
    38Item 5: Other Information
    
    
    39Item 6: Exhibits
    
    
    39SIGNATURE
    
    
    40EXHIBIT INDEX
    
    
    41302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial OfficerConsolidated Financial Statements




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 June 30,
    
    
    December 31,2008
    
    
    2007(Dollars in thousands)Assets:Investment in real estate:Land
    
    $
    3,311,634
    
    
    $
    3,310,634Buildings and equipment
    
    
    23,370,856
    
    
    
    22,653,814Less accumulated depreciation
    
    
    (3,909,350
    )
    
    
    (3,605,199
    )Developments in progress
    
    
    1,196,249
    
    
    
    987,936Net property and equipment
    
    
    23,969,389
    
    
    
    23,347,185Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,872,746
    
    
    
    1,857,330Investment land and land held for development and sale
    
    
    1,678,838
    
    
    
    1,639,372Net investment in real estate
    
    
    27,520,973
    
    
    
    26,843,887Cash and cash equivalents
    
    
    87,444
    
    
    
    99,534Accounts and notes receivable, net
    
    
    373,834
    
    
    
    388,278Goodwill
    
    
    385,683
    
    
    
    385,683Deferred expenses, net
    
    
    287,705
    
    
    
    290,660Prepaid expenses and other assets
    
    
    849,950
    
    
    
    806,277Total assets
    
    $
    29,505,589
    
    
    $
    28,814,319Liabilities and Stockholders Equity:Mortgages, notes and loans payable
    
    $
    24,461,117
    
    
    $
    24,282,139Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    45,117
    
    
    
    53,964Deferred tax liabilities
    
    
    867,126
    
    
    
    860,435Accounts payable and accrued expenses
    
    
    1,585,110
    
    
    
    1,688,241Total liabilities
    
    
    26,958,470
    
    
    
    26,884,779Minority interests:Preferred
    
    
    121,482
    
    
    
    121,482Common
    
    
    434,636
    
    
    
    351,362Total minority interests
    
    
    556,118
    
    
    
    472,844Commitments and Contingencies
    
    
    
    
    
    
    Preferred Stock: $100 par value; 5,000,000 shares authorized; none
issued and outstanding
    
    
    
    
    
    
    Stockholders Equity:Common stock: $.01 par value; 875,000,000 shares authorized,
269,124,509 shares issued as of June 30, 2008
and 245,704,746 shares issued as of December 31, 2007
    
    
    2,691
    
    
    
    2,457Additional paid-in capital
    
    
    3,315,657
    
    
    
    2,601,296Retained earnings (accumulated deficit)
    
    
    (1,302,536
    )
    
    
    (1,087,080
    )Accumulated other comprehensive income
    
    
    51,941
    
    
    
    35,658Less common stock in treasury, at cost, 1,449,939 shares
as of June 30, 2008 and 1,806,650 shares as of
December 31, 2007
    
    
    (76,752
    )
    
    
    (95,635
    )Total stockholders equity
    
    
    1,991,001
    
    
    
    1,456,696Total liabilities and stockholders equity
    
    $
    29,505,589
    
    
    $
    28,814,319
  3




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GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(UNAUDITED)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands, except for per share amounts)Revenues:Minimum rents
    
    $
    507,099
    
    
    $
    443,432
    
    
    $
    1,032,041
    
    
    $
    879,474Tenant recoveries
    
    
    231,548
    
    
    
    195,403
    
    
    
    463,179
    
    
    
    394,858Overage rents
    
    
    10,892
    
    
    
    10,876
    
    
    
    24,410
    
    
    
    26,456Land sales
    
    
    15,855
    
    
    
    36,130
    
    
    
    24,921
    
    
    
    59,923Management and other fees
    
    
    21,918
    
    
    
    26,348
    
    
    
    42,157
    
    
    
    53,920Other
    
    
    28,306
    
    
    
    27,893
    
    
    
    59,232
    
    
    
    54,244Total revenues
    
    
    815,618
    
    
    
    740,082
    
    
    
    1,645,940
    
    
    
    1,468,875Expenses:Real estate taxes
    
    
    69,004
    
    
    
    55,089
    
    
    
    137,653
    
    
    
    111,949Repairs and maintenance
    
    
    56,997
    
    
    
    47,918
    
    
    
    119,098
    
    
    
    98,891Marketing
    
    
    8,776
    
    
    
    10,713
    
    
    
    21,052
    
    
    
    23,294Other property operating costs
    
    
    104,434
    
    
    
    97,609
    
    
    
    216,326
    
    
    
    197,645Land sales operations
    
    
    15,211
    
    
    
    29,542
    
    
    
    25,131
    
    
    
    49,686Provision for (recovery of) doubtful accounts
    
    
    6,287
    
    
    
    (1,701
    )
    
    
    8,996
    
    
    
    3,791Property management and other costs
    
    
    54,804
    
    
    
    56,447
    
    
    
    106,942
    
    
    
    109,589General and administrative
    
    
    4,416
    
    
    
    4,030
    
    
    
    12,515
    
    
    
    16,299Depreciation and amortization
    
    
    191,242
    
    
    
    163,289
    
    
    
    375,501
    
    
    
    338,408Total expenses
    
    
    511,171
    
    
    
    462,936
    
    
    
    1,023,214
    
    
    
    949,552Operating income
    
    
    304,447
    
    
    
    277,146
    
    
    
    622,726
    
    
    
    519,323Interest income
    
    
    1,449
    
    
    
    2,944
    
    
    
    2,006
    
    
    
    4,977Interest expense
    
    
    (312,943
    )
    
    
    (275,547
    )
    
    
    (632,337
    )
    
    
    (543,896
    )(Loss) income before income taxes, minority interest
and equity in income of Unconsolidated Real Estate Affiliates
    
    
    (7,047
    )
    
    
    4,543
    
    
    
    (7,605
    )
    
    
    (19,596
    )(Provision for) benefit from income taxes
    
    
    (6,866
    )
    
    
    (17,647
    )
    
    
    (16,257
    )
    
    
    270,744Minority interest
    
    
    (3,969
    )
    
    
    (5,085
    )
    
    
    (9,290
    )
    
    
    (59,502
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    21,145
    
    
    
    26,581
    
    
    
    44,973
    
    
    
    46,940Income from continuing operations
    
    
    3,263
    
    
    
    8,392
    
    
    
    11,821
    
    
    
    238,586Discontinued operations, net of minority interest  gains on dispositions
    
    
    30,819
    
    
    
    
    
    
    
    30,819
    
    
    
    Net income
    
    $
    34,082
    
    
    $
    8,392
    
    
    $
    42,640
    
    
    $
    238,586Basic Earnings Per Share:Continuing operations
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.05
    
    
    $
    0.98Discontinued operations
    
    
    0.12
    
    
    
    
    
    
    
    0.12
    
    
    
    Total basic earnings per share
    
    $
    0.13
    
    
    $
    0.03
    
    
    $
    0.17
    
    
    $
    0.98Diluted Earnings Per Share:Continuing operations
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.05
    
    
    $
    0.97Discontinued operations
    
    
    0.12
    
    
    
    
    
    
    
    0.12
    
    
    
    Total diluted earnings per share
    
    $
    0.13
    
    
    $
    0.03
    
    
    $
    0.17
    
    
    $
    0.97Dividends declared per share
    
    
    0.50
    
    
    
    0.45
    
    
    
    1.00
    
    
    
    0.90Comprehensive Income, Net:Net income
    
    $
    34,082
    
    
    $
    8,392
    
    
    $
    42,640
    
    
    $
    238,586Other comprehensive income, net of minority interest:Net unrealized gains (losses) on financial instruments
    
    
    2,170
    
    
    
    (14
    )
    
    
    746
    
    
    
    (1,082
    )Accrued pension adjustment
    
    
    (66
    )
    
    
    391
    
    
    
    (359
    )
    
    
    203Foreign currency translation
    
    
    17,168
    
    
    
    9,470
    
    
    
    16,008
    
    
    
    12,343Unrealized losses on available-for-sale securities
    
    
    (2
    )
    
    
    (32
    )
    
    
    (112
    )
    
    
    (27
    )Total other comprehensive income, net of minority interest
    
    
    19,270
    
    
    
    9,815
    
    
    
    16,283
    
    
    
    11,437Comprehensive income, net
    
    $
    53,352
    
    
    $
    18,207
    
    
    $
    58,923
    
    
    $
    250,023
  4




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six Months EndedJune 30,2008
    
    
    2007(In thousands)Cash Flows from Operating Activities:Net income
    
    $
    42,640
    
    
    $
    238,586Adjustments to reconcile net income to net cash provided by operating activities:Minority interest
    
    
    9,290
    
    
    
    59,502Equity in income of Unconsolidated Real Estate Affiliates
    
    
    (44,973
    )
    
    
    (46,940
    )Provision for doubtful accounts
    
    
    8,996
    
    
    
    3,791Distributions received from Unconsolidated Real Estate Affiliates
    
    
    26,065
    
    
    
    36,225Depreciation
    
    
    350,452
    
    
    
    322,096Amortization
    
    
    25,049
    
    
    
    16,312Amortization of debt market rate adjustment and other non-cash interest expense
    
    
    4,002
    
    
    
    (7,354
    )Gains on dispositions, net of minority interest
    
    
    (30,819
    )
    
    
    Participation expense pursuant to Contingent Stock Agreement
    
    
    1,252
    
    
    
    11,736Land/residential development and acquisitions expenditures
    
    
    (97,370
    )
    
    
    (84,001
    )Cost of land sales
    
    
    5,472
    
    
    
    21,031Tax restructuring benefit
    
    
    
    
    
    
    (296,742
    )Straight-line rent amortization
    
    
    (21,903
    )
    
    
    (17,755
    )Amortization of intangibles other than in-place leases
    
    
    (3,754
    )
    
    
    (13,342
    )Glendale Matter deposit
    
    
    (67,054
    )
    
    
    Net changes:Accounts and notes receivable
    
    
    27,279
    
    
    
    14,351Prepaid expenses and other assets
    
    
    1,027
    
    
    
    23,126Deferred expenses
    
    
    (26,294
    )
    
    
    (14,410
    )Accounts payable and accrued expenses and deferred tax liabilities
    
    
    (12,477
    )
    
    
    (37,237
    )Other, net
    
    
    (6,760
    )
    
    
    8,421Net cash provided by operating activities
    
    
    190,120
    
    
    
    237,396Cash Flows from Investing Activities:Acquisition/development of real estate and property additions/improvements
    
    
    (779,334
    )
    
    
    (423,068
    )Proceeds from sales of investment properties
    
    
    29,144
    
    
    
    3,251Increase in investments in Unconsolidated Real Estate Affiliates
    
    
    (76,305
    )
    
    
    (184,278
    )Distributions received from Unconsolidated Real Estate Affiliates in excess of
income
    
    
    44,355
    
    
    
    45,738Loans from (to) Unconsolidated Real Estate Affiliates, net
    
    
    45,980
    
    
    
    (27,710
    )Decrease (increase) in restricted cash
    
    
    681
    
    
    
    (8,674
    )Other, net
    
    
    2,999
    
    
    
    5,289Net cash used in investing activities
    
    
    (732,480
    )
    
    
    (589,452
    )Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    1,047,358
    
    
    
    2,079,700Principal payments on mortgages, notes and loans payable
    
    
    (1,030,114
    )
    
    
    (1,359,799
    )Deferred financing costs
    
    
    (8,311
    )
    
    
    (23,691
    )Cash distributions paid to common stockholders
    
    
    (255,688
    )
    
    
    (219,256
    )Cash distributions paid to holders of Common Units
    
    
    (52,035
    )
    
    
    (47,482
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    (5,806
    )
    
    
    (8,258
    )Proceeds from issuance of common stock, including from common stock plans
    
    
    828,394
    
    
    
    56,236Redemption of preferred minority interests
    
    
    
    
    
    
    (60,000
    )Purchase of treasury stock
    
    
    
    
    
    
    (95,648
    )Other, net
    
    
    6,472
    
    
    
    (1,686
    )Net cash provided by financing activities
    
    
    530,270
    
    
    
    320,116Net change in cash and cash equivalents
    
    
    (12,090
    )
    
    
    (31,940
    )Cash and cash equivalents at beginning of period
    
    
    99,534
    
    
    
    97,139Cash and cash equivalents at end of period
    
    $
    87,444
    
    
    $
    65,199
  5




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
 Six Months EndedJune 30,2008
    
    2007(In thousands)Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    656,778
    
    
    $
    575,587Interest capitalized
    
    
    30,124
    
    
    
    39,251Income taxes paid
    
    
    39,363
    
    
    
    62,349Non-Cash Transactions:Common stock issued in exchange for Operating Partnership Units
    
    $
    123
    
    
    $
    7,234Common stock issued in exchange for convertible preferred units
    
    
    
    
    
    
    419Common stock issued pursuant to Contingent Stock Agreement
    
    
    15,533
    
    
    
    36,669Change in accrued capital expenditures included
in accounts payable and accrued expenses
    
    
    55,286
    
    
    
    (15,519
    )Non-cash portion of the acquisition of The Palazzo in 2008
    
    
    200,288
    
    
    
    Assumption
of debt by purchaser in conjunction with sale of office buildings
    
    
    84,000
    
    
    
    
  6




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 1 ORGANIZATION
  General
   Principles of Consolidation
   Revenue Recognition and Related Matters
    7




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Use of Estimates
  Reclassifications
  Earnings Per Share (EPS)
  Three Months Ended June 30,2008
    
    
    2007Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)Numerators:Income from continuing operations
    
    $
    3,263
    
    
    $
    3,263
    
    
    $
    8,392
    
    
    $
    8,392Discontinued operations, net of minority
interest  gains on dispositions
    
    
    30,819
    
    
    
    30,819
    
    
    
    
    
    
    
    Net income available to common stockholders
    
    $
    34,082
    
    
    $
    34,082
    
    
    $
    8,392
    
    
    $
    8,392Denominators:Weighted average number of common shares
outstanding
    
    
    267,369
    
    
    
    267,369
    
    
    
    244,960
    
    
    
    244,960Effect of dilutive securities  stock options
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    667Weighted average number of common shares
outstanding
    
    
    267,369
    
    
    
    267,597
    
    
    
    244,960
    
    
    
    245,627
 Six Months Ended June 30,2008
    
    
    2007Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)Numerators:Income from continuing operations
    
    $
    11,821
    
    
    $
    11,821
    
    
    $
    238,586
    
    
    $
    238,586Discontinued operations, net of minority
interest  gains on dispositions
    
    
    30,819
    
    
    
    30,819
    
    
    
    
    
    
    
    Net income available to common stockholders
    
    $
    42,640
    
    
    $
    42,640
    
    
    $
    238,586
    
    
    $
    238,586Denominators:Weighted average number of common shares
outstanding
    
    
    256,067
    
    
    
    256,067
    
    
    
    244,165
    
    
    
    244,165Effect of dilutive securities  stock options
    
    
    
    
    
    
    186
    
    
    
    
    
    
    
    685Weighted average number of common shares
outstanding
    
    
    256,067
    
    
    
    256,253
    
    
    
    244,165
    
    
    
    244,850
  8




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
   Transactions With Affiliates
  Impairment
    Fair Value Measurements
  9




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Minority Interests
  
 NOTE 2 ACQUISITIONS/DISPOSITIONS AND INTANGIBLES
 GGP/Homart I Acquisition
  (In thousands)Cash paid
    
    $
    949,090Debt assumed
    
    
    1,055,057Acquisition and other costs, including deferred purchase price obligation
    
    
    255,536Total purchase price
    
    $
    2,259,683
  (In thousands)AssetsLand
    
    
    
    
    
    $
    250,265Buildings and equipment
    
    
    
    
    
    
    1,661,161In-place lease value
    
    
    
    
    
    
    44,309Developments in progress
    
    
    
    
    
    
    8,477Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    
    
    
    
    137,973Cash
    
    
    
    
    
    
    11,240Tenant accounts receivable
    
    
    
    
    
    
    5,156Prepaid expenses and other assets:Above-market tenant leases
    
    
    43,782Other
    
    
    178,021Total Prepaid expenses and other assets
    
    
    
    
    
    
    221,803Total assets
    
    
    
    
    
    
    2,340,384LiabilitiesCurrent liabilities
    
    
    
    
    
    
    31,396Debt mark-to-market adjustments
    
    
    
    
    
    
    (12,883
    )Below-market tenant leases
    
    
    
    
    
    
    62,188Total liabilities
    
    
    
    
    
    
    80,701Total net assets acquired
    
    
    
    
    
    $
    2,259,683
 10




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Dispositions
  Intangible Assets and Liabilities
  AccumulatedGross Asset
    
    
    (Amortization)/
    
    
    Net Carrying(Liability)
    
    
    Accretion
    
    
    Amount(In thousands)As of June 30, 2008Tenant leases:In-place value
    
    $
    656,162
    
    
    $
    (363,889
    )
    
    $
    292,273Above-market
    
    
    132,666
    
    
    
    (70,438
    )
    
    
    62,228Below-market
    
    
    (233,850
    )
    
    
    127,263
    
    
    
    (106,587
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,715
    
    
    
    (15,253
    )Below-market
    
    
    293,277
    
    
    
    (22,739
    )
    
    
    270,538Real estate tax
stabilization
agreement
    
    
    91,879
    
    
    
    (14,387
    )
    
    
    77,492As of December 31, 2007Tenant leases:In-place value
    
    $
    679,329
    
    
    $
    (361,172
    )
    
    $
    318,157Above-market
    
    
    148,057
    
    
    
    (72,772
    )
    
    
    75,285Below-market
    
    
    (324,088
    )
    
    
    196,447
    
    
    
    (127,641
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,479
    
    
    
    (15,489
    )Below-market
    
    
    293,435
    
    
    
    (19,590
    )
    
    
    273,845Real estate tax
stabilization
agreement
    
    
    91,879
    
    
    
    (12,425
    )
    
    
    79,454
    
 NOTE 3 UNCONSOLIDATED REAL ESTATE AFFILIATES
  11




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GENERAL GROWTH PROPERTIES, INC.
   12




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GENERAL GROWTH PROPERTIES, INC.
 Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Condensed Combined Balance Sheets  Unconsolidated Real Estate AffiliatesAssets:Land
    
    $
    901,378
    
    
    $
    917,244Buildings and equipment
    
    
    7,428,368
    
    
    
    7,136,053Less accumulated depreciation
    
    
    (1,468,088
    )
    
    
    (1,361,649
    )Developments in progress
    
    
    651,768
    
    
    
    645,156Net property and equipment
    
    
    7,513,426
    
    
    
    7,336,804Investment land and land held for development and sale
    
    
    279,075
    
    
    
    287,962Net investment in real estate
    
    
    7,792,501
    
    
    
    7,624,766Cash and cash equivalents
    
    
    274,712
    
    
    
    224,048Accounts and notes receivable, net
    
    
    132,755
    
    
    
    133,747Deferred expenses, net
    
    
    170,676
    
    
    
    166,201Prepaid expenses and other assets
    
    
    534,082
    
    
    
    445,113Total assets
    
    $
    8,904,726
    
    
    $
    8,593,875Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    6,557,096
    
    
    $
    6,215,426Accounts payable and accrued expenses
    
    
    659,380
    
    
    
    715,519Owners equity
    
    
    1,688,250
    
    
    
    1,662,930Total liabilities and owners equity
    
    $
    8,904,726
    
    
    $
    8,593,875Investment In and Loans To/From Unconsolidated Real Estate Affiliates, NetOwners equity
    
    $
    1,688,250
    
    
    $
    1,662,930Less joint venture partners equity
    
    
    (869,490
    )
    
    
    (853,459
    )Capital or basis differences and loans
    
    
    1,008,869
    
    
    
    993,895Investment in and loans to/from Unconsolidated Real Estate Affiliates, net
    
    $
    1,827,629
    
    
    $
    1,803,366Reconciliation  Investment In and Loans To/From Unconsolidated Real Estate AffiliatesAsset  Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    $
    1,872,746
    
    
    $
    1,857,330Liability  Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    (45,117
    )
    
    
    (53,964
    )Investment in and loans to/from Unconsolidated Real Estate Affiliates, net
    
    $
    1,827,629
    
    
    $
    1,803,366
 13




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GENERAL GROWTH PROPERTIES, INC.
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Condensed Combined Statements of Income  Unconsolidated Real Estate
AffiliatesRevenues:Minimum rents
    
    $
    193,927
    
    
    $
    221,433
    
    
    $
    387,986
    
    
    $
    442,313Tenant recoveries
    
    
    83,751
    
    
    
    96,159
    
    
    
    166,493
    
    
    
    193,521Overage rents
    
    
    3,624
    
    
    
    3,061
    
    
    
    6,405
    
    
    
    7,858Land sales
    
    
    33,909
    
    
    
    43,164
    
    
    
    77,943
    
    
    
    68,613Management and other fees
    
    
    11,355
    
    
    
    8,521
    
    
    
    21,778
    
    
    
    17,002Other
    
    
    35,713
    
    
    
    52,168
    
    
    
    62,596
    
    
    
    92,217Total revenues
    
    
    362,279
    
    
    
    424,506
    
    
    
    723,201
    
    
    
    821,524Expenses:Real estate taxes
    
    
    25,027
    
    
    
    29,397
    
    
    
    49,024
    
    
    
    60,061Repairs and maintenance
    
    
    18,965
    
    
    
    21,353
    
    
    
    38,786
    
    
    
    43,898Marketing
    
    
    3,380
    
    
    
    5,730
    
    
    
    8,127
    
    
    
    12,511Other property operating costs
    
    
    63,657
    
    
    
    80,410
    
    
    
    123,463
    
    
    
    159,118Land sales operations
    
    
    18,927
    
    
    
    25,243
    
    
    
    45,327
    
    
    
    36,120Provision for doubtful accounts
    
    
    1,014
    
    
    
    816
    
    
    
    1,629
    
    
    
    2,608Property management and other costs
    
    
    20,959
    
    
    
    23,744
    
    
    
    40,981
    
    
    
    48,024General and administrative
    
    
    5,179
    
    
    
    2,846
    
    
    
    11,358
    
    
    
    3,115Depreciation and amortization
    
    
    63,542
    
    
    
    69,699
    
    
    
    122,063
    
    
    
    142,445Total expenses
    
    
    220,650
    
    
    
    259,238
    
    
    
    440,758
    
    
    
    507,900Operating income
    
    
    141,629
    
    
    
    165,268
    
    
    
    282,443
    
    
    
    313,624Interest income
    
    
    3,175
    
    
    
    9,493
    
    
    
    6,606
    
    
    
    16,533Interest expense
    
    
    (86,576
    )
    
    
    (100,545
    )
    
    
    (171,149
    )
    
    
    (200,338
    )Provision for income taxes
    
    
    (1,571
    )
    
    
    (6,048
    )
    
    
    (3,331
    )
    
    
    (6,758
    )Minority interest
    
    
    (195
    )
    
    
    (271
    )
    
    
    (442
    )
    
    
    (306
    )Equity in income of unconsolidated joint ventures
    
    
    
    
    
    
    1,364
    
    
    
    
    
    
    
    3,309Income from continuing operations
    
    
    56,462
    
    
    
    69,261
    
    
    
    114,127
    
    
    
    126,064Discontinued operations, including net loss on dispositions
    
    
    
    
    
    
    (6,715
    )
    
    
    
    
    
    
    (5,276
    )Net income
    
    $
    56,462
    
    
    $
    62,546
    
    
    $
    114,127
    
    
    $
    120,788Equity In Income of Unconsolidated Real Estate AffiliatesNet income
    
    $
    56,462
    
    
    $
    62,546
    
    
    $
    114,127
    
    
    $
    120,788Joint venture partners share of income
    
    
    (29,522
    )
    
    
    (33,359
    )
    
    
    (59,449
    )
    
    
    (64,414
    )Amortization of capital or basis differences
    
    
    (5,375
    )
    
    
    (156
    )
    
    
    (8,999
    )
    
    
    (4,709
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (420
    )
    
    
    (2,450
    )
    
    
    (706
    )
    
    
    (4,725
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    21,145
    
    
    $
    26,581
    
    
    $
    44,973
    
    
    $
    46,940
 Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates
  14




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GENERAL GROWTH PROPERTIES, INC.
 GGP/Homart IIJune 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    241,837
    
    
    $
    248,094Buildings and equipment
    
    
    2,748,778
    
    
    
    2,654,780Less accumulated depreciation
    
    
    (441,585
    )
    
    
    (400,078
    )Developments in progress
    
    
    61,469
    
    
    
    108,078Net investment in real estate
    
    
    2,610,499
    
    
    
    2,610,874Cash and cash equivalents
    
    
    50,153
    
    
    
    30,851Accounts receivable, net
    
    
    38,923
    
    
    
    40,319Deferred expenses, net
    
    
    85,488
    
    
    
    76,297Prepaid expenses and other assets
    
    
    24,745
    
    
    
    39,032Total assets
    
    $
    2,809,808
    
    
    $
    2,797,373Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    2,281,629
    
    
    $
    2,110,947Accounts payable and accrued expenses
    
    
    205,960
    
    
    
    237,688Owners equity
    
    
    322,219
    
    
    
    448,738Total liabilities and owners equity
    
    $
    2,809,808
    
    
    $
    2,797,373
 GGP/Homart II
    
    
    GGP/Homart IIThree Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Revenues:Minimum rents
    
    $
    59,672
    
    
    $
    53,379
    
    
    $
    120,666
    
    
    $
    106,611Tenant recoveries
    
    
    27,578
    
    
    
    24,454
    
    
    
    55,075
    
    
    
    49,202Overage rents
    
    
    615
    
    
    
    603
    
    
    
    928
    
    
    
    1,870Other
    
    
    2,286
    
    
    
    2,002
    
    
    
    4,485
    
    
    
    3,965Total revenues
    
    
    90,151
    
    
    
    80,438
    
    
    
    181,154
    
    
    
    161,648Expenses:Real estate taxes
    
    
    8,278
    
    
    
    6,886
    
    
    
    16,412
    
    
    
    14,966Repairs and maintenance
    
    
    6,384
    
    
    
    4,917
    
    
    
    12,879
    
    
    
    9,811Marketing
    
    
    1,362
    
    
    
    1,521
    
    
    
    2,877
    
    
    
    3,469Other property operating costs
    
    
    10,226
    
    
    
    9,312
    
    
    
    21,491
    
    
    
    19,199Provision for doubtful accounts
    
    
    314
    
    
    
    46
    
    
    
    292
    
    
    
    666Property management and other costs
    
    
    5,741
    
    
    
    5,115
    
    
    
    11,324
    
    
    
    10,262General and administrative
    
    
    212
    
    
    
    2,625
    
    
    
    1,871
    
    
    
    2,757Depreciation and amortization
    
    
    23,233
    
    
    
    19,912
    
    
    
    45,077
    
    
    
    39,066Total expenses
    
    
    55,750
    
    
    
    50,334
    
    
    
    112,223
    
    
    
    100,196Operating income
    
    
    34,401
    
    
    
    30,104
    
    
    
    68,931
    
    
    
    61,452Interest income
    
    
    2,045
    
    
    
    2,139
    
    
    
    3,885
    
    
    
    4,181Interest expense
    
    
    (33,092
    )
    
    
    (27,764
    )
    
    
    (64,038
    )
    
    
    (55,452
    )Income allocated to minority interests
    
    
    (1
    )
    
    
    
    
    
    
    (5
    )
    
    
    Provision for income taxes
    
    
    (723
    )
    
    
    (960
    )
    
    
    (1,770
    )
    
    
    (1,534
    )Net income
    
    $
    2,630
    
    
    $
    3,519
    
    
    $
    7,003
    
    
    $
    8,647
 15




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GENERAL GROWTH PROPERTIES, INC.
   16




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GENERAL GROWTH PROPERTIES, INC.
 GGP/TeachersJune 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    177,409
    
    
    $
    177,356Buildings and equipment
    
    
    1,064,628
    
    
    
    1,039,444Less accumulated depreciation
    
    
    (128,647
    )
    
    
    (112,998
    )Developments in progress
    
    
    53,922
    
    
    
    65,135Net investment in real estate
    
    
    1,167,312
    
    
    
    1,168,937Cash and cash equivalents
    
    
    9,516
    
    
    
    20,423Accounts receivable, net
    
    
    14,677
    
    
    
    13,055Deferred expenses, net
    
    
    21,039
    
    
    
    21,242Prepaid expenses and other assets
    
    
    8,621
    
    
    
    11,138Total assets
    
    $
    1,221,165
    
    
    $
    1,234,795Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    1,025,365
    
    
    $
    1,029,788Accounts payable and accrued expenses
    
    
    61,146
    
    
    
    92,993Owners equity
    
    
    134,654
    
    
    
    112,014Total liabilities and owners equity
    
    $
    1,221,165
    
    
    $
    1,234,795
 GGP/Teachers
    
    
    GGP/TeachersThree Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Revenues:Minimum rents
    
    $
    28,355
    
    
    $
    26,572
    
    
    $
    57,434
    
    
    $
    54,379Tenant recoveries
    
    
    12,891
    
    
    
    11,289
    
    
    
    24,793
    
    
    
    22,542Overage rents
    
    
    606
    
    
    
    677
    
    
    
    1,315
    
    
    
    868Other
    
    
    592
    
    
    
    602
    
    
    
    1,101
    
    
    
    1,087Total revenues
    
    
    42,444
    
    
    
    39,140
    
    
    
    84,643
    
    
    
    78,876Expenses:Real estate taxes
    
    
    3,211
    
    
    
    2,699
    
    
    
    5,756
    
    
    
    5,322Repairs and maintenance
    
    
    2,432
    
    
    
    2,186
    
    
    
    5,198
    
    
    
    4,254Marketing
    
    
    455
    
    
    
    917
    
    
    
    1,282
    
    
    
    1,843Other property operating costs
    
    
    4,979
    
    
    
    4,788
    
    
    
    10,199
    
    
    
    9,551Provision for doubtful accounts
    
    
    151
    
    
    
    194
    
    
    
    163
    
    
    
    406Property management and other costs
    
    
    2,349
    
    
    
    2,304
    
    
    
    4,709
    
    
    
    4,528General and administrative
    
    
    46
    
    
    
    70
    
    
    
    106
    
    
    
    109Depreciation and amortization
    
    
    8,615
    
    
    
    6,955
    
    
    
    17,100
    
    
    
    14,218Total expenses
    
    
    22,238
    
    
    
    20,113
    
    
    
    44,513
    
    
    
    40,231Operating income
    
    
    20,206
    
    
    
    19,027
    
    
    
    40,130
    
    
    
    38,645Interest income
    
    
    61
    
    
    
    178
    
    
    
    169
    
    
    
    431Interest expense
    
    
    (13,811
    )
    
    
    (11,605
    )
    
    
    (27,661
    )
    
    
    (23,307
    )Provision for income taxes
    
    
    (56
    )
    
    
    (139
    )
    
    
    (138
    )
    
    
    (149
    )Net income
    
    $
    6,400
    
    
    $
    7,461
    
    
    $
    12,500
    
    
    $
    15,620
 17




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GENERAL GROWTH PROPERTIES, INC.
 The Woodlands PartnershipJune 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    14,531
    
    
    $
    14,756Buildings and equipment
    
    
    93,633
    
    
    
    48,201Less accumulated depreciation
    
    
    (11,941
    )
    
    
    (10,638
    )Developments in progress
    
    
    45,815
    
    
    
    52,515Investment land and land held for
development and sale
    
    
    279,075
    
    
    
    287,962Net investment in real estate
    
    
    421,113
    
    
    
    392,796Cash and cash equivalents
    
    
    8,303
    
    
    
    27,359Deferred expenses, net
    
    
    1,688
    
    
    
    2,044Prepaid expenses and other assets
    
    
    106,115
    
    
    
    85,331Total assets
    
    $
    537,219
    
    
    $
    507,530Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    315,194
    
    
    $
    286,765Accounts payable and accrued expenses
    
    
    52,377
    
    
    
    75,549Owners equity
    
    
    169,648
    
    
    
    145,216Total liabilities and owners equity
    
    $
    537,219
    
    
    $
    507,530
 The Woodlands Partnership
    
    
    The Woodlands PartnershipThree Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Revenues:Minimum rents
    
    $
    887
    
    
    $
    131
    
    
    $
    1,135
    
    
    $
    451Land sales
    
    
    33,909
    
    
    
    43,164
    
    
    
    77,943
    
    
    
    68,613Other
    
    
    2,487
    
    
    
    8,058
    
    
    
    5,609
    
    
    
    16,542Total revenues
    
    
    37,283
    
    
    
    51,353
    
    
    
    84,687
    
    
    
    85,606Expenses:Real estate taxes
    
    
    225
    
    
    
    47
    
    
    
    407
    
    
    
    104Repairs and maintenance
    
    
    169
    
    
    
    46
    
    
    
    244
    
    
    
    185Other property operating costs
    
    
    5,101
    
    
    
    10,246
    
    
    
    9,369
    
    
    
    21,679Land sales operations
    
    
    18,927
    
    
    
    25,243
    
    
    
    45,327
    
    
    
    36,120Depreciation and amortization
    
    
    576
    
    
    
    977
    
    
    
    1,303
    
    
    
    2,047Total expenses
    
    
    24,998
    
    
    
    36,559
    
    
    
    56,650
    
    
    
    60,135Operating income
    
    
    12,285
    
    
    
    14,794
    
    
    
    28,037
    
    
    
    25,471Interest income
    
    
    192
    
    
    
    114
    
    
    
    386
    
    
    
    240Interest expense
    
    
    (1,485
    )
    
    
    (2,442
    )
    
    
    (2,766
    )
    
    
    (3,909
    )Provision for income taxes
    
    
    (179
    )
    
    
    (390
    )
    
    
    (513
    )
    
    
    (390
    )Income from continuing operations
    
    
    10,813
    
    
    
    12,076
    
    
    
    25,144
    
    
    
    21,412Discontinued operations, including net loss on dispositions
    
    
    
    
    
    
    (6,715
    )
    
    
    
    
    
    
    (5,276
    )Net income
    
    $
    10,813
    
    
    $
    5,361
    
    
    $
    25,144
    
    
    $
    16,136
 18




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GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 4 MORTGAGES, NOTES AND LOANS PAYABLE
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Fixed-rate debt:Collateralized mortgages, notes and loans payable
    
    $
    16,579,814
    
    
    $
    16,943,760Corporate and other unsecured term loans
    
    
    3,862,566
    
    
    
    3,895,922Total fixed-rate debt
    
    
    20,442,380
    
    
    
    20,839,682Variable-rate debt:Collateralized mortgages, notes and loans payable
    
    
    1,372,437
    
    
    
    819,607Credit facilities
    
    
    452,600
    
    
    
    429,150Corporate and other unsecured term loans
    
    
    2,193,700
    
    
    
    2,193,700Total variable-rate debt
    
    
    4,018,737
    
    
    
    3,442,457Total mortgages, notes and loans payable
    
    $
    24,461,117
    
    
    $
    24,282,139
   Senior Bridge Facility
  Exchangeable Senior Notes
   19




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Letters of Credit and Surety Bonds
  Secured Portfolio Facility
  
 NOTE 5 INCOME TAXES
      20




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GENERAL GROWTH PROPERTIES, INC.
   
 NOTE 6 STOCK-BASED COMPENSATION PLANS
 Incentive Stock Plans
  2008
    
    
    2007Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceStock options outstanding at January 1
    
    
    3,053,000
    
    
    $
    51.21
    
    
    
    3,167,348
    
    
    $
    38.41Granted
    
    
    
    
    
    
    
    
    
    
    1,205,000
    
    
    
    65.81Exercised
    
    
    (23,000
    )
    
    
    15.24
    
    
    
    (1,318,748
    )
    
    
    33.81Exchanged for restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options outstanding at June 30
    
    
    3,030,000
    
    
    $
    51.48
    
    
    
    3,053,600
    
    
    $
    51.20
 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$6.5811   $13.1620
    
    
    4,500
    
    
    
    1.8
    
    
    $
    9.99
    
    
    
    4,500
    
    
    
    1.8
    
    
    $
    9.99$13.1621   $19.7430
    
    
    50,000
    
    
    
    4.1
    
    
    
    15.49
    
    
    
    50,000
    
    
    
    4.1
    
    
    
    15.49$26.3241  $32.9050
    
    
    197,000
    
    
    
    0.6
    
    
    
    30.94
    
    
    
    197,000
    
    
    
    0.6
    
    
    
    30.94$32.9051  $39.4860
    
    
    571,000
    
    
    
    1.7
    
    
    
    35.71
    
    
    
    451,000
    
    
    
    1.7
    
    
    
    35.62$39.4861  $46.067
    
    
    50,000
    
    
    
    2.3
    
    
    
    44.59
    
    
    
    20,000
    
    
    
    2.3
    
    
    
    44.59$46.0671   $52.6480
    
    
    952,500
    
    
    
    2.7
    
    
    
    49.52
    
    
    
    652,500
    
    
    
    2.7
    
    
    
    49.83$59.2291  $65.8100
    
    
    1,205,000
    
    
    
    3.7
    
    
    
    65.81
    
    
    
    602,000
    
    
    
    3.7
    
    
    
    65.81Total
    
    
    3,030,000
    
    
    
    2.4
    
    
    $
    51.48
    
    
    
    1,977,000
    
    
    
    2.4
    
    
    $
    48.56Intrinsic value (in thousands)
    
    $
    1,895
    
    
    
    
    
    
    
    
    
    
    $
    1,895
    21




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Threshold-Vesting Stock Options
    TSO Grant Year2007
    
    
    2006TSOs outstanding at January 1, 2008
    
    
    1,313,890
    
    
    
    1,235,568Forfeited (1)
    
    
    (73,364
    )
    
    
    (73,297
    )Vested and exercised
    
    
    
    
    
    
    TSOs outstanding at June 30, 2008 (2)
    
    
    1,240,526
    
    
    
    1,162,271Intrinsic 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)
    
    
    3.6
    
    
    
    2.6
 
 (1)
    
    No TSO expirations for years presented.(2)
    
    TSOs outstanding at June 30, 2008 for the years 2005 and prior were 127,071.(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.  Restricted Stock
  22




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  2008
    
    
    
    2007Weighted Average
    
    
    
    
    
    
    Weighted AverageGrant Date Fair
    
    
    
    
    
    
    Grant Date FairShares
    
    
    Value
    
    
    Shares
    
    
    ValueNonvested restricted stock grants outstanding as of January 1
    
    
    136,498
    
    
    $
    59.75
    
    
    
    72,666
    
    
    $
    47.62Granted
    
    
    360,232
    
    
    
    35.69
    
    
    
    96,500
    
    
    
    65.29Vested and exercised
    
    
    (53,164
    )
    
    
    51.84
    
    
    
    (32,670
    )
    
    
    49.11Canceled
    
    
    (5,852
    )
    
    
    35.65
    
    
    
    
    
    
    
    Nonvested restricted stock grants outstanding as of June 30
    
    
    437,714
    
    
    
    40.94
    
    
    
    136,496
    
    
    
    59.75
   Other Required Disclosures
  2007Risk-free interest rate
    
    
    4.7
    %Dividend yield
    
    
    4.0
    %Expected volatility
    
    
    24.72Expected life (in years)
    
    
    5
   23




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 7 OTHER ASSETS AND LIABILITIES
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Below-market ground leases (Note 2)
    
    $
    270,538
    
    
    $
    273,845Receivables  finance leases and bonds
    
    
    109,215
    
    
    
    114,979Real estate tax stabilization agreement (Note 2)
    
    
    77,492
    
    
    
    79,454Security and escrow deposits
    
    
    75,455
    
    
    
    83,638Glendale Matter deposit (Note 3)
    
    
    67,054
    
    
    
    Prepaid expenses
    
    
    63,321
    
    
    
    56,540Above-market tenant leases (Note 2)
    
    
    62,228
    
    
    
    75,285Special Improvement District receivable
    
    
    56,150
    
    
    
    58,200Deferred income tax
    
    
    29,892
    
    
    
    24,088Funded defined contribution plan assets
    
    
    10,614
    
    
    
    14,616Other
    
    
    27,991
    
    
    
    25,632Total prepaid expenses and other assets
    
    $
    849,950
    
    
    $
    806,277
  June 30,
    
    
    December 31,2008
    
    
    2007(In thousands)Construction payables
    
    $
    254,521
    
    
    $
    206,044Accounts payable and accrued expenses
    
    
    252,044
    
    
    
    302,719Additional Palazzo purchase price (Note 8)
    
    
    195,702
    
    
    
    FIN 48 liability
    
    
    151,163
    
    
    
    146,201Accrued interest
    
    
    123,989
    
    
    
    122,406Below-market tenant leases (Note 2)
    
    
    106,587
    
    
    
    127,641Accrued real estate taxes
    
    
    92,973
    
    
    
    84,327Deferred income
    
    
    92,172
    
    
    
    79,479Hughes participation payable
    
    
    71,727
    
    
    
    86,008Accrued payroll and other employee liabilities
    
    
    62,948
    
    
    
    71,191Tenant and other deposits
    
    
    28,414
    
    
    
    28,212FIN 47 liability
    
    
    21,536
    
    
    
    14,321Insurance reserve
    
    
    15,784
    
    
    
    19,407Above-market ground leases (Note 2)
    
    
    15,253
    
    
    
    15,489Capital lease obligations
    
    
    14,098
    
    
    
    14,390Funded defined contribution plan liabilities
    
    
    10,614
    
    
    
    14,616Oakwood Center insurance settlement advanced
payments
    
    
    8,750
    
    
    
    Homart I purchase price obligation *
    
    
    
    
    
    
    254,000Other
    
    
    66,835
    
    
    
    101,790Total accounts payable and accrued expenses
    
    $
    1,585,110
    
    
    $
    1,688,241
 
 *
    
    Converted to a secured note in first quarter 2008 
 NOTE 8 COMMITMENTS AND CONTINGENCIES
   24




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
    Contingent Stock Agreement
    Oakwood Center Damages
  25




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  
 NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
      26




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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
   27




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
    Three Months Ended June 30, 2008Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    507,099
    
    
    $
    94,544
    
    
    $
    601,643Tenant recoveries
    
    
    231,548
    
    
    
    39,522
    
    
    
    271,070Overage rents
    
    
    10,892
    
    
    
    1,723
    
    
    
    12,615Other, including minority interest
    
    
    25,539
    
    
    
    18,012
    
    
    
    43,551Total property revenues
    
    
    775,078
    
    
    
    153,801
    
    
    
    928,879Property operating expenses:Real estate taxes
    
    
    69,004
    
    
    
    11,990
    
    
    
    80,994Repairs and maintenance
    
    
    56,997
    
    
    
    8,945
    
    
    
    65,942Marketing
    
    
    8,776
    
    
    
    1,590
    
    
    
    10,366Other property operating costs
    
    
    104,434
    
    
    
    31,534
    
    
    
    135,968Provision for doubtful accounts
    
    
    6,287
    
    
    
    488
    
    
    
    6,775Total property operating expenses
    
    
    245,498
    
    
    
    54,547
    
    
    
    300,045Retail and other net operating income
    
    
    529,580
    
    
    
    99,254
    
    
    
    628,834Master Planned CommunitiesLand sales
    
    
    15,855
    
    
    
    17,802
    
    
    
    33,657Land sales operations
    
    
    (15,211
    )
    
    
    (11,196
    )
    
    
    (26,407
    )Master Planned Communities net operating income
    
    
    644
    
    
    
    6,606
    
    
    
    7,250Real estate property net operating income
    
    $
    530,224
    
    
    $
    105,860
    
    
    $
    636,084
 Three Months Ended June 30, 2007Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    443,432
    
    
    $
    112,053
    
    
    $
    555,485Tenant recoveries
    
    
    195,403
    
    
    
    47,684
    
    
    
    243,087Overage rents
    
    
    10,876
    
    
    
    1,467
    
    
    
    12,343Other, including minority interest
    
    
    24,897
    
    
    
    23,197
    
    
    
    48,094Total property revenues
    
    
    674,608
    
    
    
    184,401
    
    
    
    859,009Property operating expenses:Real estate taxes
    
    
    55,089
    
    
    
    14,392
    
    
    
    69,481Repairs and maintenance
    
    
    47,918
    
    
    
    10,640
    
    
    
    58,558Marketing
    
    
    10,713
    
    
    
    2,874
    
    
    
    13,587Other property operating costs
    
    
    97,609
    
    
    
    40,796
    
    
    
    138,405(Recovery of) provision for doubtful accounts
    
    
    (1,701
    )
    
    
    397
    
    
    
    (1,304
    )Total property operating expenses
    
    
    209,628
    
    
    
    69,099
    
    
    
    278,727Retail and other net operating income
    
    
    464,980
    
    
    
    115,302
    
    
    
    580,282Master Planned CommunitiesLand sales
    
    
    36,130
    
    
    
    22,661
    
    
    
    58,791Land sales operations
    
    
    (29,542
    )
    
    
    (14,766
    )
    
    
    (44,308
    )Master Planned Communities net operating income
    
    
    6,588
    
    
    
    7,895
    
    
    
    14,483Real estate property net operating income
    
    $
    471,568
    
    
    $
    123,197
    
    
    $
    594,765
 28




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Six Months Ended June 30, 2008Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    1,032,041
    
    
    $
    187,236
    
    
    $
    1,219,277Tenant recoveries
    
    
    463,179
    
    
    
    78,613
    
    
    
    541,792Overage rents
    
    
    24,410
    
    
    
    3,035
    
    
    
    27,445Other, including minority interest
    
    
    53,731
    
    
    
    31,552
    
    
    
    85,283Total property revenues
    
    
    1,573,361
    
    
    
    300,436
    
    
    
    1,873,797Property operating expenses:Real estate taxes
    
    
    137,653
    
    
    
    23,581
    
    
    
    161,234Repairs and maintenance
    
    
    119,098
    
    
    
    18,246
    
    
    
    137,344Marketing
    
    
    21,052
    
    
    
    3,778
    
    
    
    24,830Other property operating costs
    
    
    216,326
    
    
    
    61,387
    
    
    
    277,713Provision for doubtful accounts
    
    
    8,996
    
    
    
    783
    
    
    
    9,779Total property operating expenses
    
    
    503,125
    
    
    
    107,775
    
    
    
    610,900Retail and other net operating income
    
    
    1,070,236
    
    
    
    192,661
    
    
    
    1,262,897Master Planned CommunitiesLand sales
    
    
    24,921
    
    
    
    40,920
    
    
    
    65,841Land sales operations
    
    
    (25,131
    )
    
    
    (26,602
    )
    
    
    (51,733
    )Master Planned Communities net operating (loss) income
    
    
    (210
    )
    
    
    14,318
    
    
    
    14,108Real estate property net operating income
    
    $
    1,070,026
    
    
    $
    206,979
    
    
    $
    1,277,005
 Six Months Ended June 30, 2007Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    879,474
    
    
    $
    221,219
    
    
    $
    1,100,693Tenant recoveries
    
    
    394,858
    
    
    
    95,944
    
    
    
    490,802Overage rents
    
    
    26,456
    
    
    
    3,934
    
    
    
    30,390Other, including minority interest
    
    
    48,446
    
    
    
    44,655
    
    
    
    93,101Total property revenues
    
    
    1,349,234
    
    
    
    365,752
    
    
    
    1,714,986Property operating expenses:Real estate taxes
    
    
    111,949
    
    
    
    29,521
    
    
    
    141,470Repairs and maintenance
    
    
    98,891
    
    
    
    21,761
    
    
    
    120,652Marketing
    
    
    23,294
    
    
    
    6,246
    
    
    
    29,540Other property operating costs
    
    
    197,645
    
    
    
    81,643
    
    
    
    279,288Provision for doubtful accounts
    
    
    3,791
    
    
    
    1,248
    
    
    
    5,039Total property operating expenses
    
    
    435,570
    
    
    
    140,419
    
    
    
    575,989Retail and other net operating income
    
    
    913,664
    
    
    
    225,333
    
    
    
    1,138,997Master Planned CommunitiesLand sales
    
    
    59,923
    
    
    
    36,022
    
    
    
    95,945Land sales operations
    
    
    (49,686
    )
    
    
    (22,461
    )
    
    
    (72,147
    )Master Planned Communities net operating income
    
    
    10,237
    
    
    
    13,561
    
    
    
    23,798Real estate property net operating income
    
    $
    923,901
    
    
    $
    238,894
    
    
    $
    1,162,795
 29




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Real estate property net operating incomeSegment basis
    
    $
    636,084
    
    
    $
    594,765
    
    
    $
    1,277,005
    
    
    $
    1,162,795Unconsolidated Properties
    
    
    (105,860
    )
    
    
    (123,197
    )
    
    
    (206,979
    )
    
    
    (238,894
    )Consolidated Properties
    
    
    530,224
    
    
    
    471,568
    
    
    
    1,070,026
    
    
    
    923,901Management and other fees
    
    
    21,918
    
    
    
    26,348
    
    
    
    42,157
    
    
    
    53,920Property management and other costs
    
    
    (54,804
    )
    
    
    (56,447
    )
    
    
    (106,942
    )
    
    
    (109,589
    )General and administrative
    
    
    (4,416
    )
    
    
    (4,030
    )
    
    
    (12,515
    )
    
    
    (16,299
    )Depreciation and amortization
    
    
    (191,242
    )
    
    
    (163,289
    )
    
    
    (375,501
    )
    
    
    (338,408
    )Minority interest in NOI of Consolidated Properties and other
    
    
    2,767
    
    
    
    2,996
    
    
    
    5,501
    
    
    
    5,798Operating income
    
    
    304,447
    
    
    
    277,146
    
    
    
    622,726
    
    
    
    519,323Interest income
    
    
    1,449
    
    
    
    2,944
    
    
    
    2,006
    
    
    
    4,977Interest expense
    
    
    (312,943
    )
    
    
    (275,547
    )
    
    
    (632,337
    )
    
    
    (543,896
    )(Provision for) benefit from income taxes
    
    
    (6,866
    )
    
    
    (17,647
    )
    
    
    (16,257
    )
    
    
    270,744Minority interest
    
    
    (3,969
    )
    
    
    (5,085
    )
    
    
    (9,290
    )
    
    
    (59,502
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    21,145
    
    
    
    26,581
    
    
    
    44,973
    
    
    
    46,940Income from continuing operations
    
    $
    3,263
    
    
    $
    8,392
    
    
    $
    11,821
    
    
    $
    238,586
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Segment basis total property revenues
    
    $
    928,879
    
    
    $
    859,009
    
    
    $
    1,873,797
    
    
    $
    1,714,986Unconsolidated segment revenues
    
    
    (153,801
    )
    
    
    (184,401
    )
    
    
    (300,436
    )
    
    
    (365,752
    )Consolidated land sales
    
    
    15,855
    
    
    
    36,130
    
    
    
    24,921
    
    
    
    59,923Management and other fees
    
    
    21,918
    
    
    
    26,348
    
    
    
    42,157
    
    
    
    53,920Minority interest in NOI of
Consolidated Properties and other
    
    
    2,767
    
    
    
    2,996
    
    
    
    5,501
    
    
    
    5,798GAAP-basis consolidated total revenues
    
    $
    815,618
    
    
    $
    740,082
    
    
    $
    1,645,940
    
    
    $
    1,468,875
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING INFORMATION
   
    
    Projections of our revenues, income, earnings per share, Funds From Operations (FFO),
Core FFO, capital expenditures, income tax or other contingent liabilities, dividends,
leverage, capital structure or other financial items
    
    Descriptions of plans or objectives of our management for future operations, including
pending capital, development, re-development or refinancing activities
    
    Forecasts of our future economic performance
    
    Descriptions of assumptions underlying or relating to any of the foregoing
 30




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GENERAL GROWTH PROPERTIES, INC.
  
    
    Expected sales in our Master Planned Communities segment
    
    Future financings, repayment of debt and interest rates
    
    Development and re-development projects
    
    Distributions pursuant to the Contingent Stock Agreement
    
    Future joint ventures and sales of non-core assets
   Overview
       31




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GENERAL GROWTH PROPERTIES, INC.
    Seasonality
  Critical Accounting Policies
  Results of Operations
  Three Months Ended June 30, 2008 and 2007
 Retail and Other Segment
 Three Months Ended June 30,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Property revenues:Minimum rents
    
    $
    601,643
    
    
    $
    555,485
    
    
    $
    46,158
    
    
    
    8.3
    %Tenant recoveries
    
    
    271,070
    
    
    
    243,087
    
    
    
    27,983
    
    
    
    11.5Overage rents
    
    
    12,615
    
    
    
    12,343
    
    
    
    272
    
    
    
    2.2Other, including minority interest
    
    
    43,551
    
    
    
    48,094
    
    
    
    (4,543
    )
    
    
    (9.4
    )Total property revenues
    
    
    928,879
    
    
    
    859,009
    
    
    
    69,870
    
    
    
    8.1Property operating expenses:Real estate taxes
    
    
    80,994
    
    
    
    69,481
    
    
    
    11,513
    
    
    
    16.6Repairs and maintenance
    
    
    65,942
    
    
    
    58,558
    
    
    
    7,384
    
    
    
    12.6Marketing
    
    
    10,366
    
    
    
    13,587
    
    
    
    (3,221
    )
    
    
    (23.7
    )Other property operating costs
    
    
    135,968
    
    
    
    138,405
    
    
    
    (2,437
    )
    
    
    (1.8
    )Provision for (recovery of) doubtful accounts
    
    
    6,775
    
    
    
    (1,304
    )
    
    
    8,079
    
    
    
    (619.6
    )Total property operating expenses
    
    
    300,045
    
    
    
    278,727
    
    
    
    21,318
    
    
    
    7.6Real estate property net operating income
    
    $
    628,834
    
    
    $
    580,282
    
    
    $
    48,552
    
    
    
    8.4
    %
  32




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GENERAL GROWTH PROPERTIES, INC.
         Master Planned Communities Segment
 Three Months Ended June 30,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Land sales
    
    $
    33,657
    
    
    $
    58,791
    
    
    $
    (25,134
    )
    
    
    (42.8)
    %Less Land sales operations
    
    
    26,407
    
    
    
    44,308
    
    
    
    (17,901
    )
    
    
    (40.4
    )Real estate property net operating income
    
    $
    7,250
    
    
    $
    14,483
    
    
    $
    (7,233
    )
    
    
    (49.9
    )%
   33




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Certain Significant Consolidated Revenues and Expenses
 Three Months Ended June 30,
    
    $ Increase
    
    % Increase2008
    
    2007
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Tenant rents
    
    $
    749,539
    
    
    $
    649,711
    
    
    $
    99,828
    
    
    
    15.4
    %Land sales
    
    
    15,855
    
    
    
    36,130
    
    
    
    (20,275
    )
    
    
    (56.1
    )Property operating expenses
    
    
    245,498
    
    
    
    209,628
    
    
    
    35,870
    
    
    
    17.1Land sales operations
    
    
    15,211
    
    
    
    29,542
    
    
    
    (14,331
    )
    
    
    (48.5
    )Management and other fees
    
    
    21,918
    
    
    
    26,348
    
    
    
    (4,430
    )
    
    
    (16.8
    )Property management and other costs
    
    
    54,804
    
    
    
    56,447
    
    
    
    (1,643
    )
    
    
    (2.9
    )General and administrative
    
    
    4,416
    
    
    
    4,030
    
    
    
    386
    
    
    
    9.6Depreciation and amortization
    
    
    191,242
    
    
    
    163,289
    
    
    
    27,953
    
    
    
    17.1Interest expense
    
    
    312,943
    
    
    
    275,547
    
    
    
    37,396
    
    
    
    13.6Provision for income taxes
    
    
    6,866
    
    
    
    17,647
    
    
    
    (10,781
    )
    
    
    (61.1
    )Equity in income of Unconsolidated
Real Estate Affiliates
    
    
    21,145
    
    
    
    26,581
    
    
    
    (5,436
    )
    
    
    (20.5
    )
     Six Months Ended June 30, 2008 and 2007
 Retail and Other Segment
 Six Months Ended June 30,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Property revenues:Minimum rents
    
    $
    1,219,277
    
    
    $
    1,100,693
    
    
    $
    118,584
    
    
    
    10.8
    %Tenant recoveries
    
    
    541,792
    
    
    
    490,802
    
    
    
    50,990
    
    
    
    10.4Overage rents
    
    
    27,445
    
    
    
    30,390
    
    
    
    (2,945
    )
    
    
    (9.7
    )Other, including minority interest
    
    
    85,283
    
    
    
    93,101
    
    
    
    (7,818
    )
    
    
    (8.4
    )Total property revenues
    
    
    1,873,797
    
    
    
    1,714,986
    
    
    
    158,811
    
    
    
    9.3Property operating expenses:Real estate taxes
    
    
    161,234
    
    
    
    141,470
    
    
    
    19,764
    
    
    
    14.0Repairs and maintenance
    
    
    137,344
    
    
    
    120,652
    
    
    
    16,692
    
    
    
    13.8Marketing
    
    
    24,830
    
    
    
    29,540
    
    
    
    (4,710
    )
    
    
    (15.9
    )Other property operating costs
    
    
    277,713
    
    
    
    279,288
    
    
    
    (1,575
    )
    
    
    (0.6
    )Provision for doubtful accounts
    
    
    9,779
    
    
    
    5,039
    
    
    
    4,740
    
    
    
    94.1Total property operating expenses
    
    
    610,900
    
    
    
    575,989
    
    
    
    34,911
    
    
    
    6.1Real estate property net operating income
    
    $
    1,262,897
    
    
    $
    1,138,997
    
    
    $
    123,900
    
    
    
    10.9
    %
  34




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GENERAL GROWTH PROPERTIES, INC.
        Master Planned Communities Segment
 Six Months Ended June 30,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Land sales
    
    $
    65,841
    
    
    $
    95,945
    
    
    $
    (30,104
    )
    
    
    (31.4
    )%Less Land sales operations
    
    
    51,733
    
    
    
    72,147
    
    
    
    (20,414
    )
    
    
    (28.3
    )Real estate property net operating income
    
    $
    14,108
    
    
    $
    23,798
    
    
    $
    (9,690
    )
    
    
    (40.7
    )%
  35




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Certain Significant Consolidated Revenues and Expenses
 Six Months Ended June 30,
    
    $ Increase
    
    % Increase2008
    
    2007
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Tenant rents
    
    $
    1,519,630
    
    
    $
    1,300,788
    
    
    $
    218,842
    
    
    
    16.8
    %Land sales
    
    
    24,921
    
    
    
    59,923
    
    
    
    (35,002
    )
    
    
    (58.4
    )Property operating expenses
    
    
    503,125
    
    
    
    435,570
    
    
    
    67,555
    
    
    
    15.5Land sales operations
    
    
    25,131
    
    
    
    49,686
    
    
    
    (24,555
    )
    
    
    (49.4
    )Management and other fees
    
    
    42,157
    
    
    
    53,920
    
    
    
    (11,763
    )
    
    
    (21.8
    )Property management and other costs
    
    
    106,942
    
    
    
    109,589
    
    
    
    (2,647
    )
    
    
    (2.4
    )General and administrative
    
    
    12,515
    
    
    
    16,299
    
    
    
    (3,784
    )
    
    
    (23.2
    )Depreciation and amortization
    
    
    375,501
    
    
    
    338,408
    
    
    
    37,093
    
    
    
    11.0Interest expense
    
    
    632,337
    
    
    
    543,896
    
    
    
    88,441
    
    
    
    16.3Provision for (benefit from) income taxes
    
    
    16,257
    
    
    
    (270,744
    )
    
    
    287,001
    
    
    
    (106.0
    )Equity in income of Unconsolidated Real
Estate Affiliates
    
    
    44,973
    
    
    
    46,940
    
    
    
    (1,967
    )
    
    
    (4.2
    )
     
 Liquidity and Capital Resources
   36




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GENERAL GROWTH PROPERTIES, INC.
  Cash Flows from Operating Activities
    Cash Flows from Investing Activities
    Cash Flows from Financing Activities
     37




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  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
  
 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
  38




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Number ofMatter
    
    Shares For
    
    Withheld1. (a) Election of Matthew Bucksbaum
    
    
    160,844,230
    
    
    
    64,458,233(b) Election of Bernard Freibaum
    
    
    152,738,357
    
    
    
    72,564,106(c) Election of Beth Stewart
    
    
    146,698,612
    
    
    
    78,603,852
   NumberNumber of
    
    Number of
    
    of Shares
    
    Broker Non-Matter
    
    Shares For
    
    Shares Against
    
    Abstain
    
    Votes2. Ratification of the selection of
Deloitte & Touche LLP as the
Companys independent public
accountants for the year ending
December 31, 2008.
    
    
    223,540,168
    
    
    
    187,201
    
    
    
    1,575,092
    
    
    
    0
 NumberNumber of
    
    Number of
    
    of Shares
    
    Broker Non-Matter
    
    Shares For
    
    Shares Against
    
    Abstain
    
    Votes3. Stockholder proposal regarding
declassification of the Board of
Directors.
    
    
    157,333,576
    
    
    
    49,209,470
    
    
    
    1,719,498
    
    
    
    17,039,920
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 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.
  39




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SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.
(Registrant)Date: August 7, 2008
    by:
    /s/ Bernard FreibaumBernard FreibaumExecutive Vice President and Chief Financial Officer
(On behalf of the Registrant and as Principal Accounting Officer) 40




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##### Table of Contents



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.
  41