##### 



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, 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 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 110 N. Wacker Dr., Chicago, IL 60606
 (312) 960-5000
 N / A
  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 March 31, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    7Note 1: Organization
    
    
    7Note 2: Acquisitions and Intangibles
    
    
    9Note 3: Unconsolidated Real Estate Affiliates
    
    
    11Note 4: Mortgages, Notes and Loans Payable
    
    
    18Note 5: Income Taxes
    
    
    19Note 6: Stock-Based Compensation Plans
    
    
    19Note 7: Other Assets and Liabilities
    
    
    22Note 8: Commitments and Contingencies
    
    
    23Note 9: Recently Issued Accounting Pronouncements
    
    
    24Note 10: Segments
    
    
    26Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Liquidity and Capital Resources
    
    
    32Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4: Controls and Procedures
    
    
    33Part II
    
    OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    34Item 1A: Risk Factors
    
    
    34Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3: Defaults Upon Senior Securities
    
    
    34Item 4: Submission of Matters to a Vote of Security Holders
    
    
    34Item 5: Other Information
    
    
    34Item 6: Exhibits
    
    
    34SIGNATURE
    
    
    35EXHIBIT INDEX
    
    
    36
  2




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##### 



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 March 31,
    
    
    December 31,2008
    
    
    2007(Dollars in thousands)AssetsInvestment in real estate:Land
    
    $
    3,313,529
    
    
    $
    3,310,634Buildings and equipment
    
    
    23,324,919
    
    
    
    22,653,814Less accumulated depreciation
    
    
    (3,768,047
    )
    
    
    (3,605,199
    )Developments in progress
    
    
    1,066,407
    
    
    
    987,936Net property and equipment
    
    
    23,936,808
    
    
    
    23,347,185Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,818,630
    
    
    
    1,857,330Investment land and land held for development and sale
    
    
    1,659,878
    
    
    
    1,639,372Net investment in real estate
    
    
    27,415,316
    
    
    
    26,843,887Cash and cash equivalents
    
    
    256,462
    
    
    
    99,534Accounts and notes receivable, net
    
    
    376,443
    
    
    
    388,278Goodwill
    
    
    385,683
    
    
    
    385,683Deferred expenses, net
    
    
    291,383
    
    
    
    290,660Prepaid expenses and other assets
    
    
    794,159
    
    
    
    806,277Total assets
    
    $
    29,519,446
    
    
    $
    28,814,319Liabilities and Stockholders EquityMortgages, notes and loans payable
    
    $
    24,365,831
    
    
    $
    24,282,139Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    46,522
    
    
    
    53,964Deferred tax liabilities
    
    
    866,766
    
    
    
    860,435Accounts payable and accrued expenses
    
    
    1,701,098
    
    
    
    1,688,241Total liabilities
    
    
    26,980,217
    
    
    
    26,884,779Minority interests:Preferred
    
    
    121,482
    
    
    
    121,482Common
    
    
    433,293
    
    
    
    351,362Total minority interests
    
    
    554,775
    
    
    
    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,
266,401,683 shares issued as of March 31, 2008
and 245,704,746 shares issued as of December 31, 2007
    
    
    2,664
    
    
    
    2,457Additional paid-in capital
    
    
    3,228,776
    
    
    
    2,601,296Retained earnings (accumulated deficit)
    
    
    (1,202,905
    )
    
    
    (1,087,080
    )Accumulated other comprehensive income
    
    
    32,671
    
    
    
    35,658Less common stock in treasury, at cost, 1,449,939 shares
as of March 31, 2008 and 1,806,650 shares as of December 31, 2007
    
    
    (76,752
    )
    
    
    (95,635
    )Total stockholders equity
    
    
    1,984,454
    
    
    
    1,456,696Total liabilities and stockholders equity
    
    $
    29,519,446
    
    
    $
    28,814,319
  3




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##### 



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 (UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(In thousands,except for per share amounts)Revenues:Minimum rents
    
    $
    524,942
    
    
    $
    436,041Tenant recoveries
    
    
    231,632
    
    
    
    199,455Overage rents
    
    
    13,518
    
    
    
    15,580Land sales
    
    
    9,066
    
    
    
    23,793Management and other fees
    
    
    20,239
    
    
    
    27,572Other
    
    
    30,925
    
    
    
    26,347Total revenues
    
    
    830,322
    
    
    
    728,788Expenses:Real estate taxes
    
    
    68,649
    
    
    
    56,860Repairs and maintenance
    
    
    62,100
    
    
    
    50,972Marketing
    
    
    12,276
    
    
    
    12,580Other property operating costs
    
    
    111,892
    
    
    
    100,037Land sales operations
    
    
    9,921
    
    
    
    20,144Provision for doubtful accounts
    
    
    2,709
    
    
    
    5,493Property management and other costs
    
    
    52,138
    
    
    
    53,142General and administrative
    
    
    8,098
    
    
    
    12,268Depreciation and amortization
    
    
    184,259
    
    
    
    175,118Total expenses
    
    
    512,042
    
    
    
    486,614Operating income
    
    
    318,280
    
    
    
    242,174Interest income
    
    
    557
    
    
    
    2,034Interest expense
    
    
    (319,394
    )
    
    
    (268,348
    )Loss before income taxes, minority interest
and equity in income of Unconsolidated Real Estate Affiliates
    
    
    (557
    )
    
    
    (24,140
    )(Provision for) benefit from income taxes
    
    
    (9,392
    )
    
    
    288,392Minority interest
    
    
    (5,321
    )
    
    
    (54,417
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    23,828
    
    
    
    20,359Net income
    
    $
    8,558
    
    
    $
    230,194Basic Earnings Per Share
    
    $
    0.03
    
    
    $
    0.94Diluted Earnings Per Share
    
    
    0.03
    
    
    
    0.94Dividends declared per share
    
    
    0.50
    
    
    
    0.45Comprehensive Income, Net:Net income
    
    $
    8,558
    
    
    $
    230,194Other comprehensive income, net of minority interest:Net unrealized losses on financial instruments
    
    
    (1,424
    )
    
    
    (1,068
    )Accrued pension adjustment
    
    
    (293
    )
    
    
    (188
    )Foreign currency translation
    
    
    (1,160
    )
    
    
    2,874Unrealized (losses) gains on available-for-sale securities
    
    
    (110
    )
    
    
    4Total other comprehensive (loss) income, net of minority interest
    
    
    (2,987
    )
    
    
    1,622Comprehensive income, net
    
    $
    5,571
    
    
    $
    231,816
  4




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##### 



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(In thousands)Cash Flows from Operating Activities:Net income
    
    $
    8,558
    
    
    $
    230,194Adjustments to reconcile net income to net cash provided by operating activities:Minority interest
    
    
    5,321
    
    
    
    54,417Equity in income of Unconsolidated Real Estate Affiliates
    
    
    (23,828
    )
    
    
    (20,359
    )Provision for doubtful accounts
    
    
    2,709
    
    
    
    5,493Distributions received from Unconsolidated Real Estate Affiliates
    
    
    9,777
    
    
    
    17,747Depreciation
    
    
    172,302
    
    
    
    168,050Amortization
    
    
    11,957
    
    
    
    7,068Amortization of debt market rate adjustment and other non-cash interest expense
    
    
    4,566
    
    
    
    (6,806
    )Participation expense pursuant to Contingent Stock Agreement
    
    
    91
    
    
    
    4,528Land/Residential development and acquisitions expenditures
    
    
    (53,613
    )
    
    
    (41,351
    )Cost of land sales
    
    
    1,082
    
    
    
    7,887Tax restructuring benefit
    
    
    
    
    
    
    (297,645
    )Straight-line rent amortization
    
    
    (11,942
    )
    
    
    (9,408
    )Amortization of intangibles other than in-place leases
    
    
    (3,481
    )
    
    
    (7,182
    )Net changes:Accounts and notes receivable
    
    
    20,659
    
    
    
    7,311Prepaid expenses and other assets
    
    
    (10,329
    )
    
    
    2,690Deferred expenses
    
    
    (14,634
    )
    
    
    (5,938
    )Accounts payable and accrued expenses and deferred tax liabilities
    
    
    29,437
    
    
    
    (31,061
    )Other, net
    
    
    (9,666
    )
    
    
    4,797Net cash provided by operating activities
    
    
    138,966
    
    
    
    90,432Cash Flows from Investing Activities:Acquisition/development of real estate and property additions/improvements
    
    
    (553,029
    )
    
    
    (207,116
    )Proceeds from sales of investment properties
    
    
    17,166
    
    
    
    2,752Increase in investments in Unconsolidated Real Estate Affiliates
    
    
    (33,947
    )
    
    
    (57,858
    )Distributions received from Unconsolidated Real Estate Affiliates in excess of
income
    
    
    11,089
    
    
    
    18,485Loans from (to) Unconsolidated Real Estate Affiliates, net
    
    
    64,385
    
    
    
    (18,256
    )Decrease (increase) in restricted cash
    
    
    9,723
    
    
    
    (759
    )Other, net
    
    
    2,226
    
    
    
    2,211Net cash used in investing activities
    
    
    (482,387
    )
    
    
    (260,541
    )Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    1,010,000
    
    
    
    320,700Principal payments on mortgages, notes and loans payable
    
    
    (1,176,336
    )
    
    
    (92,210
    )Deferred financing costs
    
    
    (6,798
    )
    
    
    Cash distributions paid to common stockholders
    
    
    (121,950
    )
    
    
    (109,015
    )Cash distributions paid to holders of Common Units
    
    
    (26,016
    )
    
    
    (23,900
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    (2,903
    )
    
    
    (4,080
    )Proceeds from issuance of common stock, including from common stock plans
    
    
    821,630
    
    
    
    47,490Other, net
    
    
    2,722
    
    
    
    (1,097
    )Net cash provided by financing activities
    
    
    500,349
    
    
    
    137,888Net change in cash and cash equivalents
    
    
    156,928
    
    
    
    (32,221
    )Cash and cash equivalents at beginning of period
    
    
    99,534
    
    
    
    97,139Cash and cash equivalents at end of period
    
    $
    256,462
    
    
    $
    64,918
  5




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##### 



GENERAL GROWTH PROPERTIES, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 (UNAUDITED)
 March 31,2008
    
    2007(In thousands)Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    307,762
    
    
    $
    281,324Interest capitalized
    
    
    16,320
    
    
    
    17,542Taxes paid
    
    
    21,594
    
    
    
    20,911Non-Cash Transactions:Common stock issued in exchange for Operating Partnership Units
    
    $
    123
    
    
    $
    5,069Common stock issued in exchange for convertible preferred units
    
    
    
    
    
    
    283Common stock issued pursuant to Contingent Stock Agreement
    
    
    15,533
    
    
    
    36,669Change in accrued capital expenditures included in accounts
payable and accrued expenses
    
    
    46,221
    
    
    
    (25,053
    )Non-cash portion of the acquisition of The Palazzo in 2008
    
    
    200,288
    
    
    
    
  6




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##### 



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




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##### 



GENERAL GROWTH PROPERTIES, INC.
  Reclassifications
  Earnings Per Share (EPS)
  Three Months Ended March 31,2008
    
    
    2007Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)
    
    (In thousands)Numerators:Net income
    
    $
    8,558
    
    
    $
    8,558
    
    
    $
    230,194
    
    
    $
    230,194Denominators:Weighted average number of common shares
outstanding  basic
    
    
    244,765
    
    
    
    244,765
    
    
    
    243,653
    
    
    
    243,653Effect of dilutive securities  stock options
    
    
    
    
    
    
    153
    
    
    
    
    
    
    
    754Weighted average number of common shares
outstanding  diluted
    
    
    244,765
    
    
    
    244,918
    
    
    
    243,653
    
    
    
    244,407
   Transactions With Affiliates
  Impairment
  8




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##### 



GENERAL GROWTH PROPERTIES, INC.
    Fair Value Measurements
  
 NOTE 2 ACQUISITIONS AND INTANGIBLES
 Acquisition of Interest in GGP/Homart I
  (In thousands)Cash paid
    
    $
    949,090Debt assumed
    
    
    1,055,057Acquisition and other costs, including deferred purchase price obligation
    
    
    255,224Total purchase price
    
    $
    2,259,371
 9




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##### 



GENERAL GROWTH PROPERTIES, INC.
  (In thousands)AssetsLand
    
    
    
    
    
    $
    250,265Buildings and equipment
    
    
    
    
    
    
    1,660,849In-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
    
    
    
    
    
    
    2,340,072LiabilitiesCurrent liabilities
    
    
    
    
    
    
    31,396Debt mark-to-market adjustments
    
    
    
    
    
    
    (12,883
    )Below-market tenant leases
    
    
    
    
    
    
    62,188Total Liabilities
    
    
    
    
    
    
    80,701Total Net Assets Acquired
    
    
    
    
    
    $
    2,259,371
 Intangible Assets and Liabilities
  Accumulated
    
    NetGross Asset
    
    (Amortization)
    
    Carrying(Liability)
    

/
Accretion
    
    Amount(In thousands)As of March 31, 2008Tenant leases:In-place value
    
    $
    684,283
    
    
    $
    (375,580
    )
    
    $
    308,703Above-market
    
    
    147,581
    
    
    
    (77,767
    )
    
    
    69,814Below-market
    
    
    (294,374
    )
    
    
    178,139
    
    
    
    (116,235
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,597
    
    
    
    (15,371
    )Below-market
    
    
    293,277
    
    
    
    (21,044
    )
    
    
    272,233Real estate tax
stabilization agreement
    
    
    91,879
    
    
    
    (13,406
    )
    
    
    78,473As 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
 10




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##### 



GENERAL GROWTH PROPERTIES, INC.
     
 NOTE 3 UNCONSOLIDATED REAL ESTATE AFFILIATES
    11




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##### 



GENERAL GROWTH PROPERTIES, INC.
 Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Condensed Combined Balance Sheets  Unconsolidated Real Estate AffiliatesAssets:Land
    
    $
    887,580
    
    
    $
    917,244Buildings and equipment
    
    
    7,337,803
    
    
    
    7,136,053Less accumulated depreciation
    
    
    (1,416,664
    )
    
    
    (1,361,649
    )Developments in progress
    
    
    596,813
    
    
    
    645,156Net property and equipment
    
    
    7,405,532
    
    
    
    7,336,804Investment land and land held for development and sale
    
    
    277,964
    
    
    
    287,962Net investment in real estate
    
    
    7,683,496
    
    
    
    7,624,766Cash and cash equivalents
    
    
    253,003
    
    
    
    224,048Accounts and notes receivable, net
    
    
    132,637
    
    
    
    133,747Deferred expenses, net
    
    
    173,559
    
    
    
    166,201Prepaid expenses and other assets
    
    
    438,716
    
    
    
    445,113Total assets
    
    $
    8,681,411
    
    
    $
    8,593,875Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    6,394,918
    
    
    $
    6,215,426Accounts payable and accrued expenses
    
    
    697,016
    
    
    
    715,519Owners equity
    
    
    1,589,477
    
    
    
    1,662,930Total liabilities and owners equity
    
    $
    8,681,411
    
    
    $
    8,593,875Investment In and Loans To/From Unconsolidated Real Estate Affiliates, NetOwners equity
    
    $
    1,589,477
    
    
    $
    1,662,930Less joint venture partners equity
    
    
    (824,655
    )
    
    
    (853,459
    )Capital or basis differences and loans
    
    
    1,007,286
    
    
    
    993,895Investment in and loans to/from 
Unconsolidated Real Estate Affiliates, net
    
    $
    1,772,108
    
    
    $
    1,803,366Reconciliation  Investment In and Loans To/From Unconsolidated Real Estate AffiliatesAsset  Investment in and loans to/from 
Unconsolidated Real Estate Affiliates
    
    $
    1,818,630
    
    
    $
    1,857,330Liability  Investment in and loans to/from 
Unconsolidated Real Estate Affiliates
    
    
    (46,522
    )
    
    
    (53,964
    )Investment in and loans to/from 
Unconsolidated Real Estate Affiliates, net
    
    $
    1,772,108
    
    
    $
    1,803,366
 12




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##### 



GENERAL GROWTH PROPERTIES, INC.
 Three Months Ended March 31,2008
    
    
    2007(In thousands)Condensed Combined Statements of Income  Unconsolidated Real Estate AffiliatesRevenues:Minimum rents
    
    $
    194,060
    
    
    $
    220,889Tenant recoveries
    
    
    82,744
    
    
    
    97,364Overage rents
    
    
    2,781
    
    
    
    4,799Land sales
    
    
    44,034
    
    
    
    25,450Management and other fees
    
    
    8,872
    
    
    
    8,481Other
    
    
    28,433
    
    
    
    40,052Total revenues
    
    
    360,924
    
    
    
    397,035Expenses:Real estate taxes
    
    
    23,997
    
    
    
    30,667Repairs and maintenance
    
    
    19,820
    
    
    
    22,546Marketing
    
    
    4,747
    
    
    
    6,779Other property operating costs
    
    
    59,806
    
    
    
    78,706Land sales operations
    
    
    26,400
    
    
    
    10,877Provision for doubtful accounts
    
    
    615
    
    
    
    1,790Property management and other costs
    
    
    20,022
    
    
    
    24,277General and administrative
    
    
    6,180
    
    
    
    269Depreciation and amortization
    
    
    58,520
    
    
    
    72,741Total expenses
    
    
    220,107
    
    
    
    248,652Operating income
    
    
    140,817
    
    
    
    148,383Interest income
    
    
    3,430
    
    
    
    7,039Interest expense
    
    
    (84,573
    )
    
    
    (99,787
    )Provision for income taxes
    
    
    (1,761
    )
    
    
    (710
    )Minority interest
    
    
    (247
    )
    
    
    (35
    )Equity in income of unconsolidated joint ventures
    
    
    
    
    
    
    1,945Income from continuing operations
    
    
    57,666
    
    
    
    56,835Discontinued operations, including gain on dispositions
    
    
    
    
    
    
    1,439Net income
    
    $
    57,666
    
    
    $
    58,274Equity In Income of Unconsolidated Real Estate AffiliatesNet income
    
    $
    57,666
    
    
    $
    58,274Joint venture partners share of income
    
    
    (29,946
    )
    
    
    (31,085
    )Amortization of capital or basis differences
    
    
    (3,606
    )
    
    
    (4,555
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (286
    )
    
    
    (2,275
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    23,828
    
    
    $
    20,359
 Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates
  13




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 GGP/Homart IIMarch 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    241,837
    
    
    $
    248,094Buildings and equipment
    
    
    2,725,340
    
    
    
    2,654,780Less accumulated depreciation
    
    
    (420,770
    )
    
    
    (400,078
    )Developments in progress
    
    
    58,581
    
    
    
    108,078Net investment in real estate
    
    
    2,604,988
    
    
    
    2,610,874Cash and cash equivalents
    
    
    47,385
    
    
    
    30,851Accounts receivable, net
    
    
    40,461
    
    
    
    40,319Deferred expenses, net
    
    
    83,526
    
    
    
    76,297Prepaid expenses and other assets
    
    
    34,189
    
    
    
    39,032Total assets
    
    $
    2,810,549
    
    
    $
    2,797,373Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    2,287,250
    
    
    $
    2,110,947Accounts payable and accrued expenses
    
    
    217,874
    
    
    
    237,688Owners equity
    
    
    305,425
    
    
    
    448,738Total liabilities and owners equity
    
    $
    2,810,549
    
    
    $
    2,797,373
 GGP/Homart IIThree Months Ended March 31,2008
    
    
    2007(In thousands)Revenues:Minimum rents
    
    $
    60,994
    
    
    $
    53,232Tenant recoveries
    
    
    27,497
    
    
    
    24,749Overage rents
    
    
    313
    
    
    
    1,267Other
    
    
    2,199
    
    
    
    1,963Total revenues
    
    
    91,003
    
    
    
    81,211Expenses:Real estate taxes
    
    
    8,134
    
    
    
    8,080Repairs and maintenance
    
    
    6,496
    
    
    
    4,895Marketing
    
    
    1,516
    
    
    
    1,949Other property operating costs
    
    
    11,265
    
    
    
    9,887(Recovery of) provision for doubtful accounts
    
    
    (22
    )
    
    
    620Property management and other costs
    
    
    5,583
    
    
    
    5,147General and administrative
    
    
    1,659
    
    
    
    132Depreciation and amortization
    
    
    21,843
    
    
    
    19,154Total expenses
    
    
    56,474
    
    
    
    49,864Operating income
    
    
    34,529
    
    
    
    31,347Interest income
    
    
    1,840
    
    
    
    2,042Interest expense
    
    
    (30,948
    )
    
    
    (27,689
    )Income allocated to minority interests
    
    
    (4
    )
    
    
    Provision for income taxes
    
    
    (1,047
    )
    
    
    (574
    )Net income
    
    $
    4,370
    
    
    $
    5,126
 14




---



##### 



GENERAL GROWTH PROPERTIES, INC.
   15




---



##### 



GGP/TeachersMarch 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    177,404
    
    
    $
    177,356Buildings and equipment
    
    
    1,056,807
    
    
    
    1,039,444Less accumulated depreciation
    
    
    (120,984
    )
    
    
    (112,998
    )Developments in progress
    
    
    57,146
    
    
    
    65,135Net investment in real estate
    
    
    1,170,373
    
    
    
    1,168,937Cash and cash equivalents
    
    
    17,674
    
    
    
    20,423Accounts receivable, net
    
    
    14,214
    
    
    
    13,055Deferred expenses, net
    
    
    21,642
    
    
    
    21,242Prepaid expenses and other assets
    
    
    9,562
    
    
    
    11,138Total assets
    
    $
    1,233,465
    
    
    $
    1,234,795Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    1,027,550
    
    
    $
    1,029,788Accounts payable and accrued expenses
    
    
    82,540
    
    
    
    92,993Owners equity
    
    
    123,375
    
    
    
    112,014Total liabilities and owners equity
    
    $
    1,233,465
    
    
    $
    1,234,795
 GGP/TeachersThree Months Ended March 31,2008
    
    
    2007(In thousands)Revenues:Minimum rents
    
    $
    29,079
    
    
    $
    27,807Tenant recoveries
    
    
    11,903
    
    
    
    11,253Overage rents
    
    
    709
    
    
    
    191Other
    
    
    508
    
    
    
    485Total revenues
    
    
    42,199
    
    
    
    39,736Expenses:Real estate taxes
    
    
    2,544
    
    
    
    2,623Repairs and maintenance
    
    
    2,765
    
    
    
    2,068Marketing
    
    
    827
    
    
    
    925Other property operating costs
    
    
    5,220
    
    
    
    4,763Provision for doubtful accounts
    
    
    12
    
    
    
    211Property management and other costs
    
    
    2,359
    
    
    
    2,224General and administrative
    
    
    60
    
    
    
    39Depreciation and amortization
    
    
    8,485
    
    
    
    7,263Total expenses
    
    
    22,272
    
    
    
    20,116Operating income
    
    
    19,927
    
    
    
    19,620Interest income
    
    
    108
    
    
    
    253Interest expense
    
    
    (13,849
    )
    
    
    (11,701
    )Provision for income taxes
    
    
    (81
    )
    
    
    (10
    )Net income
    
    $
    6,105
    
    
    $
    8,162
 16




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 The Woodlands PartnershipMarch 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Assets:Land
    
    $
    14,756
    
    
    $
    14,756Buildings and equipment
    
    
    48,339
    
    
    
    48,201Less accumulated depreciation
    
    
    (11,365
    )
    
    
    (10,638
    )Developments in progress
    
    
    70,665
    
    
    
    52,515Investment land and land held for
development and sale
    
    
    277,964
    
    
    
    287,962Net investment in real estate
    
    
    400,359
    
    
    
    392,796Cash and cash equivalents
    
    
    14,318
    
    
    
    27,359Deferred expenses, net
    
    
    1,773
    
    
    
    2,044Prepaid expenses and other assets
    
    
    98,564
    
    
    
    85,331Total assets
    
    $
    515,014
    
    
    $
    507,530Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    308,319
    
    
    $
    286,765Accounts payable and accrued expenses
    
    
    47,829
    
    
    
    75,549Owners equity
    
    
    158,866
    
    
    
    145,216Total liabilities and owners equity
    
    $
    515,014
    
    
    $
    507,530
 The Woodlands PartnershipThree Months Ended March 31,2008
    
    
    2007(In thousands)Revenues:Minimum rents
    
    $
    249
    
    
    $
    321Land sales
    
    
    44,034
    
    
    
    25,450Other
    
    
    3,121
    
    
    
    8,484Total revenues
    
    
    47,404
    
    
    
    34,255Expenses:Real estate taxes
    
    
    182
    
    
    
    56Repairs and maintenance
    
    
    74
    
    
    
    139Other property operating costs
    
    
    4,268
    
    
    
    11,433Land sales operations
    
    
    26,400
    
    
    
    10,877Depreciation and amortization
    
    
    728
    
    
    
    1,070Total expenses
    
    
    31,652
    
    
    
    23,575Operating income
    
    
    15,752
    
    
    
    10,680Interest income
    
    
    195
    
    
    
    126Interest expense
    
    
    (1,281
    )
    
    
    (1,466
    )Provision for income taxes
    
    
    (334
    )
    
    
    Income from continuing operations
    
    
    14,332
    
    
    
    9,340Discontinued operations, including gain on dispositions
    
    
    
    
    
    
    1,439Net income
    
    $
    14,332
    
    
    $
    10,779
 17




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 4 MORTGAGES, NOTES AND LOANS PAYABLE
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Fixed-rate debt:Collateralized mortgages, notes and loans payable
    
    $
    16,786,468
    
    
    $
    16,943,760Corporate and other unsecured term loans
    
    
    3,866,056
    
    
    
    3,895,922Total fixed-rate debt
    
    
    20,652,524
    
    
    
    20,839,682Variable-rate debt:Collateralized mortgages, notes and loans payable
    
    
    1,519,607
    
    
    
    819,607Credit facilities
    
    
    
    
    
    
    429,150Corporate and other unsecured term loans
    
    
    2,193,700
    
    
    
    2,193,700Total variable-rate debt
    
    
    3,713,307
    
    
    
    3,442,457Total Mortgages, notes and loans payable
    
    $
    24,365,831
    
    
    $
    24,282,139
   Senior Bridge Facility
  Exchangeable Senior Notes
   18




---



##### 



GENERAL GROWTH PROPERTIES, INC.
  Letters of Credit and Surety Bonds
  
 NOTE 5 INCOME TAXES
     
 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
    
    
    
    
    
    
    
    
    
    
    (1,218,748
    )
    
    
    33.89Exchanged for restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock Options Outstanding at March 31
    
    
    3,053,000
    
    
    $
    51.21
    
    
    
    3,153,600
    
    
    $
    50.62
 19




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 Stock Options Outstanding
    
    
    Stock Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    Average
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    Remaining
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    Contractual
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    
    Term (in years)
    
    
    Price
    
    
    Shares
    
    
    Term (in years)
    
    
    Price$6.58 - $13.16
    
    
    4,500
    
    
    
    2.10
    
    
    $
    9.99
    
    
    
    4,500
    
    
    
    2.10
    
    
    $
    9.99$13.16 - $19.74
    
    
    73,000
    
    
    
    4.30
    
    
    
    15.41
    
    
    
    73,000
    
    
    
    4.30
    
    
    
    15.41$26.32 - $32.91
    
    
    197,000
    
    
    
    0.80
    
    
    
    30.94
    
    
    
    197,000
    
    
    
    0.80
    
    
    
    30.94$32.91 - $39.49
    
    
    571,000
    
    
    
    1.90
    
    
    
    35.71
    
    
    
    431,000
    
    
    
    1.90
    
    
    
    35.54$39.49 - $46.07
    
    
    50,000
    
    
    
    2.50
    
    
    
    44.59
    
    
    
    20,000
    
    
    
    2.50
    
    
    
    44.59$46.07 - $52.65
    
    
    952,500
    
    
    
    3.00
    
    
    
    49.52
    
    
    
    652,500
    
    
    
    3.00
    
    
    
    49.83$59.23 - $65.81
    
    
    1,205,000
    
    
    
    3.90
    
    
    
    65.81
    
    
    
    602,000
    
    
    
    3.90
    
    
    
    65.81Total
    
    
    3,053,000
    
    
    
    2.68
    
    
    $
    51.21
    
    
    
    1,980,000
    
    
    
    2.68
    
    
    $
    48.28Intrinsic value (in thousands)
    
    $
    32,273
    
    
    
    
    
    
    
    
    
    
    $
    26,929
    Threshold-Vesting Stock Options
   20




---



##### 



GENERAL GROWTH PROPERTIES, INC.
  TSO Grant Year2007
    
    
    2006TSOs outstanding at January 1, 2008
    
    
    1,313,890
    
    
    
    1,235,568Forfeited (1)
    
    
    (37,660
    )
    
    
    (37,233
    )Vested and Exercised
    
    
    
    
    
    
    TSOs outstanding at March 31, 2008 (2)
    
    
    1,276,230
    
    
    
    1,198,335Intrinsic value (in thousands)(3)
    
    $
    
    
    
    $
    Intrinsic value  options exercised (in thousands)
    
    
    
    
    
    
    Fair value  options exercised (in thousands)
    
    
    
    
    
    
    Cash received  options exercised (in thousands)
    
    
    
    
    
    
    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)
    
    
    3.8
    
    
    
    2.9
 
 (1)
    
    No TSO expirations for years presented.(2)
    
    TSOs outstanding at March 31, 2008 for the years 2005 and prior were 131,571.(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 issue
per year.  Restricted Stock
  2008
    
    
    2007Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    
    Grant DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueNonvested restricted stock grants outstanding as of January 1
    
    
    136,498
    
    
    $
    59.75
    
    
    
    72,666
    
    
    $
    47.62Granted
    
    
    351,232
    
    
    
    35.51
    
    
    
    87,500
    
    
    
    65.81Vested
    
    
    (37,498
    )
    
    
    57.06
    
    
    
    (20,002
    )
    
    
    49.40Canceled
    
    
    (1,132
    )
    
    
    35.65
    
    
    
    
    
    
    
    Nonvested restricted stock grants outstanding as of March 31
    
    
    449,100
    
    
    $
    41.08
    
    
    
    140,164
    
    
    $
    58.72Intrinsic value (in thousands)
    
    $
    17,142
    
    
    
    
    
    
    $
    9,050
  21




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 Other Required Disclosures
  2007Risk-free interest rate
    
    
    4.70
    %Dividend yield
    
    
    4.00Expected volatility
    
    
    24.72Expected life (in years)
    
    
    5
   
 NOTE 7 OTHER ASSETS AND LIABILITIES
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Below-market ground leases (Note 2)
    
    $
    272,233
    
    
    $
    273,845Receivables  finance leases and bonds
    
    
    110,598
    
    
    
    114,979Real estate tax stabilization agreement (Note 2)
    
    
    78,473
    
    
    
    79,454Security and escrow deposits
    
    
    74,522
    
    
    
    83,638Above-market tenant leases (Note 2)
    
    
    69,814
    
    
    
    75,285Prepaid expenses
    
    
    59,008
    
    
    
    52,820Special Improvement District receivable
    
    
    58,881
    
    
    
    58,200Deferred income tax
    
    
    26,804
    
    
    
    24,088Funded defined contribution plan assets
    
    
    10,830
    
    
    
    14,616Other
    
    
    32,996
    
    
    
    29,352Total Prepaid expenses and other assets
    
    $
    794,159
    
    
    $
    806,277
 22




---



##### 



GENERAL GROWTH PROPERTIES, INC.
  March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)Accounts payable and accrued expenses
    
    $
    277,130
    
    
    $
    302,719Construction payables
    
    
    246,008
    
    
    
    206,044Additional Palazzo purchase price (Note 8)
    
    
    200,288
    
    
    
    FIN 48 liability
    
    
    148,702
    
    
    
    146,201Accrued interest
    
    
    145,743
    
    
    
    122,406Below-market tenant leases (Note 2)
    
    
    116,235
    
    
    
    127,641Deferred gains/income
    
    
    100,205
    
    
    
    79,479Common stock issuance (Note 1)
    
    
    89,898
    
    
    
    Accrued real estate taxes
    
    
    82,418
    
    
    
    84,327Hughes participation payable
    
    
    70,566
    
    
    
    86,008Accrued payroll and other employee liabilities
    
    
    50,148
    
    
    
    71,191Tenant and other deposits
    
    
    28,044
    
    
    
    28,212Insurance reserve
    
    
    18,209
    
    
    
    19,407Above-market ground leases (Note 2)
    
    
    15,371
    
    
    
    15,489Capital lease obligations
    
    
    14,246
    
    
    
    14,390FIN 47 liability
    
    
    13,813
    
    
    
    14,321Funded defined contribution plan liabilities
    
    
    10,830
    
    
    
    14,616Homart I purchase price obligation *
    
    
    
    
    
    
    254,000Other
    
    
    73,244
    
    
    
    101,790Total Accounts payable and accrued expenses
    
    $
    1,701,098
    
    
    $
    1,688,241
 
 *
    
    Converted to a secured note in first quarter 2008 
 NOTE 8 COMMITMENTS AND CONTINGENCIES
     23




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 Contingent Stock Agreement
    Oakwood Center Damages
   
 NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   24




---



##### 



GENERAL GROWTH PROPERTIES, INC.
 .
      25




---



##### 



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
     26




---



##### 



GENERAL GROWTH PROPERTIES, INC.
  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 minority interest
    
    
    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
    
    
    111,892
    
    
    
    31,288
    
    
    
    143,180Provision for doubtful accounts
    
    
    2,709
    
    
    
    295
    
    
    
    3,004Total property operating expenses
    
    
    257,626
    
    
    
    54,663
    
    
    
    312,289Retail and other net operating income
    
    
    540,657
    
    
    
    91,973
    
    
    
    632,630Master 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
    
    $
    539,802
    
    
    $
    99,685
    
    
    $
    639,487
 Three Months Ended March 31, 2007Consolidated
    
    
    Unconsolidated
    
    
    SegmentProperties
    
    
    Properties
    
    
    Basis(In thousands)Retail and OtherProperty revenues:Minimum rents
    
    $
    436,041
    
    
    $
    109,166
    
    
    $
    545,207Tenant recoveries
    
    
    199,455
    
    
    
    48,261
    
    
    
    247,716Overage rents
    
    
    15,580
    
    
    
    2,467
    
    
    
    18,047Other, including minority interest
    
    
    23,545
    
    
    
    21,458
    
    
    
    45,003Total property revenues
    
    
    674,621
    
    
    
    181,352
    
    
    
    855,973Property operating expenses:Real estate taxes
    
    
    56,860
    
    
    
    15,129
    
    
    
    71,989Repairs and maintenance
    
    
    50,972
    
    
    
    11,121
    
    
    
    62,093Marketing
    
    
    12,580
    
    
    
    3,372
    
    
    
    15,952Other property operating costs
    
    
    100,037
    
    
    
    40,847
    
    
    
    140,884Provision for doubtful accounts
    
    
    5,493
    
    
    
    851
    
    
    
    6,344Total property operating expenses
    
    
    225,942
    
    
    
    71,320
    
    
    
    297,262Retail and other net operating income
    
    
    448,679
    
    
    
    110,032
    
    
    
    558,711Master Planned CommunitiesLand sales
    
    
    23,793
    
    
    
    13,361
    
    
    
    37,154Land sales operations
    
    
    (20,144
    )
    
    
    (7,695
    )
    
    
    (27,839
    )Master Planned Communities net operating income
    
    
    3,649
    
    
    
    5,666
    
    
    
    9,315Real estate property netoperating income
    
    $
    452,328
    
    
    $
    115,698
    
    
    $
    568,026
 27




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##### 



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31,2008
    
    
    2007(In thousands)Real estate property net operating incomeSegment basis
    
    $
    639,487
    
    
    $
    568,026Unconsolidated Properties
    
    
    (99,685
    )
    
    
    (115,698
    )Consolidated Properties
    
    
    539,802
    
    
    
    452,328Management and other fees
    
    
    20,239
    
    
    
    27,572Property management and other costs
    
    
    (52,138
    )
    
    
    (53,142
    )General and administrative
    
    
    (8,098
    )
    
    
    (12,268
    )Depreciation and amortization
    
    
    (184,259
    )
    
    
    (175,118
    )Minority interest in NOI of
Consolidated Properties and
other
    
    
    2,734
    
    
    
    2,802Operating income
    
    
    318,280
    
    
    
    242,174Interest income
    
    
    557
    
    
    
    2,034Interest expense
    
    
    (319,394
    )
    
    
    (268,348
    )(Provision for) benefit from income taxes
    
    
    (9,392
    )
    
    
    288,392Minority interest
    
    
    (5,321
    )
    
    
    (54,417
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    23,828
    
    
    
    20,359Net income
    
    $
    8,558
    
    
    $
    230,194
  Three Months Ended March 31,2008
    
    
    2007(In thousands)Segment basis total property revenues
    
    $
    944,919
    
    
    $
    855,973Unconsolidated segment revenues
    
    
    (146,636
    )
    
    
    (181,352
    )Consolidated land sales
    
    
    9,066
    
    
    
    23,793Management and other fees
    
    
    20,239
    
    
    
    27,572Minority interest in NOI of
Consolidated Properties and other
    
    
    2,734
    
    
    
    2,802GAAP-basis consolidated total revenues
    
    $
    830,322
    
    
    $
    728,788
 
 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 or refinancing activities
 
    
    Forecasts of our future economic performance
 
    
    Descriptions of assumptions underlying or relating to any of the foregoing
 28




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##### 



GENERAL GROWTH PROPERTIES, INC.
  
    
    Expected sales in our Master Planned Communities segment
 
    
    Future financings, repayment of debt and interest rates
 
    
    Distributions pursuant to the Contingent Stock Agreement
   Overview
       29




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##### 



GENERAL GROWTH PROPERTIES, INC.
  Seasonality
  Critical Accounting Policies
  Results of Operations
  Three Months Ended March 31, 2008 and 2007
 Retail and Other Segment
 Three Months Ended March 31,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Property revenues:Minimum rents
    
    $
    617,634
    
    
    $
    545,207
    
    
    $
    72,427
    
    
    
    13.3
    %Tenant recoveries
    
    
    270,723
    
    
    
    247,716
    
    
    
    23,007
    
    
    
    9.3Overage rents
    
    
    14,830
    
    
    
    18,047
    
    
    
    (3,217
    )
    
    
    (17.8
    )Other, including minority interest
    
    
    41,732
    
    
    
    45,003
    
    
    
    (3,271
    )
    
    
    (7.3
    )Total property revenues
    
    
    944,919
    
    
    
    855,973
    
    
    
    88,946
    
    
    
    10.4Property operating expenses:Real estate taxes
    
    
    80,240
    
    
    
    71,989
    
    
    
    8,251
    
    
    
    11.5Repairs and maintenance
    
    
    71,401
    
    
    
    62,093
    
    
    
    9,308
    
    
    
    15.0Marketing
    
    
    14,464
    
    
    
    15,952
    
    
    
    (1,488
    )
    
    
    (9.3
    )Other property operating costs
    
    
    143,180
    
    
    
    140,884
    
    
    
    2,296
    
    
    
    1.6Provision for doubtful accounts
    
    
    3,004
    
    
    
    6,344
    
    
    
    (3,340
    )
    
    
    (52.6
    )Total property operating expenses
    
    
    312,289
    
    
    
    297,262
    
    
    
    15,027
    
    
    
    5.1Real estate property net operating income
    
    $
    632,630
    
    
    $
    558,711
    
    
    $
    73,919
    
    
    
    13.2
    %
  30




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##### 



GENERAL GROWTH PROPERTIES, INC.
        Master Planned Communities Segment
 Three Months Ended March 31,
    
    
    $ Increase
    
    
    % Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Land sales
    
    $
    32,184
    
    
    $
    37,154
    
    
    $
    (4,970
    )
    
    
    (13.4
    )%Less land sales operations
    
    
    25,327
    
    
    
    27,839
    
    
    
    (2,512
    )
    
    
    (9.0
    )Real estate property net operating income
    
    $
    6,857
    
    
    $
    9,315
    
    
    $
    (2,458
    )
    
    
    (26.4
    )%
   31




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##### 



GENERAL GROWTH PROPERTIES, INC.
 Certain Significant Consolidated Revenues and Expenses
 Three Months Ended March 31,
    
    $ Increase
    
    % Increase2008
    
    2007
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Tenant rents
    
    $
    770,092
    
    
    $
    651,076
    
    
    $
    119,016
    
    
    
    18.3
    %Land sales
    
    
    9,066
    
    
    
    23,793
    
    
    
    (14,727
    )
    
    
    (61.9
    )Property operating expenses
    
    
    257,626
    
    
    
    225,942
    
    
    
    31,684
    
    
    
    14.0Land sales operations
    
    
    9,921
    
    
    
    20,144
    
    
    
    (10,223
    )
    
    
    (50.7
    )Management and other fees
    
    
    20,239
    
    
    
    27,572
    
    
    
    (7,333
    )
    
    
    (26.6
    )Property management and other costs
    
    
    52,138
    
    
    
    53,142
    
    
    
    (1,004
    )
    
    
    (1.9
    )General and administrative
    
    
    8,098
    
    
    
    12,268
    
    
    
    (4,170
    )
    
    
    (34.0
    )Depreciation and amortization
    
    
    184,259
    
    
    
    175,118
    
    
    
    9,141
    
    
    
    5.2Interest expense
    
    
    319,394
    
    
    
    268,348
    
    
    
    51,046
    
    
    
    19.0Provision for (benefit from) income taxes
    
    
    9,392
    
    
    
    (288,392
    )
    
    
    297,784
    
    
    
    (103.3
    )Equity in income of Unconsolidated Real
Estate Affiliates
    
    
    23,828
    
    
    
    20,359
    
    
    
    3,469
    
    
    
    17.0
     
 Liquidity and Capital Resources
   Cash Flows from Operating Activities
   32




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##### 



GENERAL GROWTH PROPERTIES, INC.
 Cash Flows from Investing Activities
    Cash Flows from Financing Activities
    REIT Requirements
  Recently Issued Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  33




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##### 



GENERAL GROWTH PROPERTIES, INC.
 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
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 10.1
    
    Form of Restricted Stock Agreement pursuant to the General Growth Properties, Inc. 2003
Incentive Stock Plan, as amended.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.
  34




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##### 



SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.
(Registrant)Date: May 8, 2008
    by:
    /s/ Bernard FreibaumBernard FreibaumExecutive Vice President and Chief Financial Officer
(On behalf of the Registrant and as Principal Accounting Officer) 35




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##### 



EXHIBIT INDEX
 10.1
    
    Form of Restricted Stock Agreement pursuant to the General Growth Properties,
Inc. 2003 Incentive Stock Plan, as amended.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.
  36