##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2007
 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
  þ o o
  o þ




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
INDEX
 PAGENUMBERPart I FINANCIAL INFORMATIONItem 1: Consolidated Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006
    
    
    5Notes to Consolidated Financial StatementsNote 1: Organization
    
    
    6Note 2: Intangibles
    
    
    7Note 3: Unconsolidated Real Estate Affiliates
    
    
    8Note 4: Mortgages, Notes and Loans Payable
    
    
    14Note 5: Income Taxes
    
    
    15Note 6: Stock-Based Compensation Plans
    
    
    16Note 7: Other Assets and Liabilities
    
    
    18Note 8: Commitments and Contingencies
    
    
    18Note 9: Recently Issued Accounting Pronouncements
    
    
    19Note 10: Segments
    
    
    20Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Liquidity and Capital Resources
    
    
    28Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4: Controls and Procedures
    
    
    29Part II OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    29Item 1A: Risk Factors
    
    
    29Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3: Defaults Upon Senior Securities
    
    
    29Item 4: Submission of Matters to a Vote of Security Holders
    
    
    29Item 5: Other Information
    
    
    30Item 6: Exhibits
    
    
    30SIGNATURE
    
    
    31EXHIBIT INDEX
    
    
    32302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial OfficerFinancial Statements
 2




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
(Dollars in thousands)
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsInvestment in real estate:Land
    
    $
    2,955,842
    
    
    $
    2,952,477Buildings and equipment
    
    
    19,465,287
    
    
    
    19,379,386Less accumulated depreciation
    
    
    (2,925,701
    )
    
    
    (2,766,871
    )Developments in progress
    
    
    754,233
    
    
    
    673,900Net property and equipment
    
    
    20,249,661
    
    
    
    20,238,892Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,545,714
    
    
    
    1,499,036Investment land and land held for development and sale
    
    
    1,685,181
    
    
    
    1,655,838Net investment in real estate
    
    
    23,480,556
    
    
    
    23,393,766Cash and cash equivalents
    
    
    64,918
    
    
    
    97,139Accounts and notes receivable, net
    
    
    321,434
    
    
    
    328,890Goodwill
    
    
    399,459
    
    
    
    371,674Deferred expenses, net
    
    
    253,128
    
    
    
    252,190Prepaid expenses and other assets
    
    
    784,931
    
    
    
    797,786Total assets
    
    $
    25,304,426
    
    
    $
    25,241,445Liabilities and Stockholders EquityMortgages, notes and loans payable
    
    $
    20,739,953
    
    
    $
    20,521,967Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    155,162
    
    
    
    172,421Deferred tax liabilities
    
    
    916,896
    
    
    
    1,302,205Accounts payable and accrued expenses
    
    
    1,113,743
    
    
    
    1,050,192Total liabilities
    
    
    22,925,754
    
    
    
    23,046,785Minority interests:Preferred
    
    
    181,572
    
    
    
    182,828Common
    
    
    372,277
    
    
    
    347,753Total minority interests
    
    
    553,849
    
    
    
    530,581Commitments and ContingenciesPreferred 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,
244,975,068 shares issued as of March 31, 2007
and 242,357,416 shares issued as of December 31, 2006
    
    
    2,450
    
    
    
    2,424Additional paid-in capital
    
    
    2,614,140
    
    
    
    2,533,898Retained earnings (accumulated deficit)
    
    
    (802,971
    )
    
    
    (868,391
    )Accumulated other comprehensive income
    
    
    11,204
    
    
    
    9,582Less common stock in treasury, at cost,
290,787 shares as of December 31, 2006
    
    
    
    
    
    
    (13,434
    )Total stockholders equity
    
    
    1,824,823
    
    
    
    1,664,079Total liabilities and stockholders equity
    
    $
    25,304,426
    
    
    $
    25,241,445
  3




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 (UNAUDITED)
(Dollars in thousands, except for per share amounts)
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:Minimum rents
    
    $
    436,041
    
    
    $
    437,731Tenant recoveries
    
    
    199,455
    
    
    
    185,442Overage rents
    
    
    15,580
    
    
    
    14,227Land sales
    
    
    23,793
    
    
    
    137,220Management and other fees
    
    
    27,572
    
    
    
    28,713Other
    
    
    26,347
    
    
    
    25,286Total revenues
    
    
    728,788
    
    
    
    828,619Expenses:Real estate taxes
    
    
    56,860
    
    
    
    54,964Repairs and maintenance
    
    
    50,972
    
    
    
    47,054Marketing
    
    
    12,580
    
    
    
    12,030Other property operating costs
    
    
    100,037
    
    
    
    86,450Land sales operations
    
    
    20,144
    
    
    
    98,598Provision for doubtful accounts
    
    
    5,493
    
    
    
    6,213Property management and other costs
    
    
    53,142
    
    
    
    45,060General and administrative
    
    
    12,268
    
    
    
    5,158Depreciation and amortization
    
    
    175,118
    
    
    
    165,346Total expenses
    
    
    486,614
    
    
    
    520,873Operating income
    
    
    242,174
    
    
    
    307,746Interest income
    
    
    2,034
    
    
    
    3,222Interest expense
    
    
    (268,348
    )
    
    
    (278,794
    )Income (loss) before income taxes, minority interest
and equity in income of unconsolidated affiliates
    
    
    (24,140
    )
    
    
    32,174Benefit (provision) for income taxes
    
    
    288,392
    
    
    
    (26,404
    )Minority interest
    
    
    (54,417
    )
    
    
    (11,224
    )Equity in income of unconsolidated affiliates
    
    
    20,359
    
    
    
    28,468Net income
    
    $
    230,194
    
    
    $
    23,014Basic earnings per share
    
    $
    0.94
    
    
    $
    0.10Diluted earnings per share
    
    
    0.94
    
    
    
    0.10Dividends declared per share
    
    
    0.45
    
    
    
    0.41Comprehensive Income, Net:Net income
    
    $
    230,194
    
    
    $
    23,014Other comprehensive income, net of minority interest:Net unrealized gains (losses) on financial instruments
    
    
    (1,068
    )
    
    
    1,286Accrued pension adjustment
    
    
    (188
    )
    
    
    (59
    )Foreign currency translation
    
    
    2,874
    
    
    
    3,053Unrealized gains on available-for-sale securities
    
    
    4
    
    
    
    92Total other comprehensive income, net of minority interest
    
    
    1,622
    
    
    
    4,372Comprehensive income, net
    
    $
    231,816
    
    
    $
    27,386
  4




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
(In thousands)
 Three Months EndedMarch 31,2007
    
    
    2006Cash Flows from Operating Activities:Net income
    
    $
    230,194
    
    
    $
    23,014Adjustments to reconcile net income to net cash provided by operating activities:Minority interests
    
    
    54,417
    
    
    
    11,224Equity in income of unconsolidated affiliates
    
    
    (20,359
    )
    
    
    (28,468
    )Provision for doubtful accounts
    
    
    5,493
    
    
    
    6,213Distributions received from unconsolidated affiliates
    
    
    17,747
    
    
    
    26,604Depreciation
    
    
    168,050
    
    
    
    159,284Amortization
    
    
    7,068
    
    
    
    6,062Amortization
of debt market rate adjustment and other non-cash interest expense
    
    
    (6,806
    )
    
    
    (2,992
    )Participation expense pursuant to Contingent Stock Agreement
    
    
    4,528
    
    
    
    38,480Land development and acquisitions expenditures
    
    
    (41,351
    )
    
    
    (47,099
    )Cost of land sales
    
    
    7,887
    
    
    
    53,428Tax restructuring benefit
    
    
    (297,645
    )
    
    
    Straight-line rent amortization
    
    
    (9,408
    )
    
    
    (12,530
    )Amortization of intangibles other than in-place leases
    
    
    (7,182
    )
    
    
    (6,541
    )Net changes:Accounts and notes receivable
    
    
    7,311
    
    
    
    17,005Prepaid expenses and other assets
    
    
    2,690
    
    
    
    9,459Deferred expenses
    
    
    (5,938
    )
    
    
    (14,340
    )Accounts payable and accrued expenses and deferred tax liabilities
    
    
    (31,061
    )
    
    
    (44,964
    )Other, net
    
    
    4,797
    
    
    
    2,157Net cash provided by operating activities
    
    
    90,432
    
    
    
    195,996Cash Flows from Investing Activities:Acquisition/development of real estate and property additions/improvements
    
    
    (207,116
    )
    
    
    (176,538
    )Proceeds from sales of investment properties
    
    
    2,752
    
    
    
    6,208Increase in investments in unconsolidated affiliates
    
    
    (57,858
    )
    
    
    (34,677
    )Distributions received from unconsolidated affiliates in excess of income
    
    
    18,485
    
    
    
    88,849Loans to unconsolidated affiliates, net
    
    
    (18,256
    )
    
    
    (23,574
    )Decrease in restricted cash
    
    
    (759
    )
    
    
    (5,208
    )Insurance recoveries
    
    
    871
    
    
    
    7,500Other, net
    
    
    1,340
    
    
    
    7,266Net cash used in investing activities
    
    
    (260,541
    )
    
    
    (130,174
    )Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    320,700
    
    
    
    5,821,200Principal payments on mortgages, notes and loans payable
    
    
    (92,210
    )
    
    
    (5,778,800
    )Deferred financing costs
    
    
    
    
    
    
    (30,057
    )Cash distributions paid to common stockholders
    
    
    (109,015
    )
    
    
    (98,133
    )Cash distributions paid to holders of Common Units
    
    
    (23,900
    )
    
    
    (21,760
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    (4,080
    )
    
    
    (4,408
    )Proceeds from issuance of common stock, including from common stock plans
    
    
    47,490
    
    
    
    9,158Other, net
    
    
    (1,097
    )
    
    
    (580
    )Net cash provided by (used in) financing activities
    
    
    137,888
    
    
    
    (103,380
    )Net change in cash and cash equivalents
    
    
    (32,221
    )
    
    
    (37,558
    )Cash and cash equivalents at beginning of period
    
    
    97,139
    
    
    
    102,791Cash and cash equivalents at end of period
    
    $
    64,918
    
    
    $
    65,233Supplemental Disclosure of Cash Flow Information:Interest paid
    
    $
    281,324
    
    
    $
    290,508Interest capitalized
    
    
    17,542
    
    
    
    11,094Taxes paid
    
    
    20,911
    
    
    
    4,315Non-Cash Financing Activities:Common stock issued in exchange for Operating Partnership Units
    
    $
    5,069
    
    
    $
    2,614Common stock issued in exchange for convertible preferred units
    
    
    283
    
    
    
    3,833Common stock issued pursuant to Contingent Stock Agreement
    
    
    36,669
    
    
    
    35,349
  5




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 1 ORGANIZATION
  General
   Basis of Presentation
   Straight-line rents receivable
  Use of Estimates
  Reclassifications
  6




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Earnings Per Share (EPS)
  Three Months Ended March 31,2007
    
    
    2006(In thousands)
    
    Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedNumerators:Net income
    
    $
    230,194
    
    
    $
    230,194
    
    
    $
    23,014
    
    
    $
    23,014Denominators:Weighted average number of common shares
outstanding  basic
    
    
    243,653
    
    
    
    243,653
    
    
    
    240,621
    
    
    
    240,621Effect of dilutive securities  stock options
    
    
    
    
    
    
    753
    
    
    
    
    
    
    
    967Weighted average number of common shares
outstanding  diluted
    
    
    243,653
    
    
    
    244,406
    
    
    
    240,621
    
    
    
    241,588
  Transactions With Affiliates
  
 NOTE 2 INTANGIBLES
  Accumulated
    
    NetGross Asset
    
    (Amortization)/
    
    Carrying(Liability)
    
    Accretion
    
    Amount(In thousands)As of March 31, 2007Tenant leases:In-place value
    
    $
    668,790
    
    
    $
    (347,349
    )
    
    $
    321,441Above-market
    
    
    107,157
    
    
    
    (60,418
    )
    
    
    46,739Below-market
    
    
    (294,929
    )
    
    
    192,870
    
    
    
    (102,059
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,125
    
    
    
    (15,843
    )Below-market
    
    
    293,435
    
    
    
    (14,433
    )
    
    
    279,002Real estate tax stabilization agreement
    
    
    91,879
    
    
    
    (9,482
    )
    
    
    82,397As of December 31, 2006Tenant leases:In-place value
    
    $
    667,492
    
    
    $
    (314,270
    )
    
    $
    353,222Above-market
    
    
    107,157
    
    
    
    (53,176
    )
    
    
    53,981Below-market
    
    
    (294,052
    )
    
    
    176,089
    
    
    
    (117,963
    )Ground leases:Above-market
    
    
    (16,968
    )
    
    
    1,007
    
    
    
    (15,961
    )Below-market
    
    
    293,435
    
    
    
    (12,919
    )
    
    
    280,516Real estate tax stabilization agreement
    
    
    91,879
    
    
    
    (8,501
    )
    
    
    83,378
 7




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
    
 NOTE 3 UNCONSOLIDATED REAL ESTATE AFFILIATES
 Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
  March 31,
    
    
    December 31,2007
    
    
    2006(In thousands)Condensed Combined Balance Sheets  Unconsolidated Real Estate AffiliatesAssets:Land
    
    $
    988,529
    
    
    $
    988,018Buildings and equipment
    
    
    8,208,651
    
    
    
    8,158,030Less accumulated depreciation
    
    
    (1,654,061
    )
    
    
    (1,590,812
    )Developments in progress
    
    
    645,742
    
    
    
    551,464Net property and equipment
    
    
    8,188,861
    
    
    
    8,106,700Investment in unconsolidated joint ventures
    
    
    11,235
    
    
    
    7,424Investment
land and land held for development and sale
    
    
    295,893
    
    
    
    290,273Net investment in real estate
    
    
    8,495,989
    
    
    
    8,404,397Cash and cash equivalents
    
    
    185,494
    
    
    
    180,203Accounts and notes receivable, net
    
    
    159,008
    
    
    
    165,049Deferred expenses, net
    
    
    160,042
    
    
    
    155,051Prepaid expenses and other assets
    
    
    469,525
    
    
    
    509,324Total assets
    
    $
    9,470,058
    
    
    $
    9,414,024Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    7,727,495
    
    
    $
    7,752,889Investment
in unconsolidated joint ventures
    
    
    3,031
    
    
    
    Accounts payable and accrued expenses
    
    
    510,950
    
    
    
    558,974Owners equity
    
    
    1,228,582
    
    
    
    1,102,161Total liabilities and owners equity
    
    $
    9,470,058
    
    
    $
    9,414,024Investment In and Loans To/From Unconsolidated Real Estate Affiliates, NetOwners equity
    
    $
    1,228,582
    
    
    $
    1,102,161Less joint venture partners equity
    
    
    (646,639
    )
    
    
    (600,412
    )Capital or basis differences and loans
    
    
    808,609
    
    
    
    824,866Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
    
    $
    1,390,552
    
    
    $
    1,326,615
 8




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Three Months Ended March 31,2007
    
    
    2006(In thousands)Condensed Combined Statements of Income  Unconsolidated Real Estate AffiliatesRevenues:Minimum rents
    
    $
    220,889
    
    
    $
    211,601Tenant recoveries
    
    
    97,364
    
    
    
    93,939Overage rents
    
    
    4,799
    
    
    
    4,700Land sales
    
    
    25,450
    
    
    
    35,331Management and other fees
    
    
    8,481
    
    
    
    Other
    
    
    41,491
    
    
    
    42,538Total revenues
    
    
    398,474
    
    
    
    388,109Expenses:Real estate taxes
    
    
    30,667
    
    
    
    30,145Repairs and maintenance
    
    
    22,546
    
    
    
    21,323Marketing
    
    
    6,779
    
    
    
    7,121Other property operating costs
    
    
    78,706
    
    
    
    73,383Land sales operations
    
    
    10,877
    
    
    
    18,917Provision for doubtful accounts
    
    
    1,790
    
    
    
    177Property management and other costs
    
    
    24,277
    
    
    
    16,150General and administrative
    
    
    269
    
    
    
    1,949Depreciation and amortization
    
    
    72,741
    
    
    
    65,763Total expenses
    
    
    248,652
    
    
    
    234,928Operating income
    
    
    149,822
    
    
    
    153,181Interest income
    
    
    7,039
    
    
    
    6,002Interest expense
    
    
    (99,787
    )
    
    
    (81,036
    )Provision for income taxes
    
    
    (710
    )
    
    
    (321
    )Minority interest
    
    
    (35
    )
    
    
    Equity in income of unconsolidated joint ventures
    
    
    1,945
    
    
    
    1,429Net income
    
    $
    58,274
    
    
    $
    79,255Equity In Income of Unconsolidated Real Estate AffiliatesNet income of Unconsolidated Real Estate Affiliates
    
    $
    58,274
    
    
    $
    79,255Joint venture partners share of income of
Unconsolidated Real Estate Affiliates
    
    
    (31,085
    )
    
    
    (41,228
    )Amortization of capital or basis differences
    
    
    (4,555
    )
    
    
    (9,559
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (2,275
    )
    
    
    Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    20,359
    
    
    $
    28,468
 Condensed Financial Information of Individually Significant Unconsolidated Real Estate Affiliates
  9




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 GGP/Homart IMarch 31
    
    
    December 31(In thousands)
    
    2007
    
    
    2006Assets:Land
    
    $
    158,589
    
    
    $
    157,708Buildings and equipment
    
    
    1,888,233
    
    
    
    1,879,992Less accumulated depreciation
    
    
    (532,945
    )
    
    
    (517,187
    )Developments in progress
    
    
    14,409
    
    
    
    13,216Investment in unconsolidated joint ventures
    
    
    10,571
    
    
    
    7,424Net investment in real estate
    
    
    1,538,857
    
    
    
    1,541,153Cash and cash equivalents
    
    
    21,431
    
    
    
    15,871Accounts receivable, net
    
    
    43,979
    
    
    
    48,498Deferred expenses, net
    
    
    44,390
    
    
    
    44,773Prepaid expenses and other assets
    
    
    173,518
    
    
    
    174,854Total assets
    
    $
    1,822,175
    
    
    $
    1,825,149Liabilities and Owners Equity (Deficit):Mortgages, notes and loans payable
    
    $
    2,035,093
    
    
    $
    2,041,796Investment
in unconsolidated joint ventures
    
    
    3,031
    
    
    
    Accounts payable and accrued expenses
    
    
    46,688
    
    
    
    58,408Owners equity (deficit)
    
    
    (262,637
    )
    
    
    (275,055
    )Total liabilities and owners equity (deficit)
    
    $
    1,822,175
    
    
    $
    1,825,149
 GGP/Homart IThree Months Ended March 31,2007
    
    
    2006(In thousands)Revenues:Minimum rents
    
    $
    58,466
    
    
    $
    58,571Tenant recoveries
    
    
    25,848
    
    
    
    24,566Overage rents
    
    
    1,512
    
    
    
    1,736Other
    
    
    2,374
    
    
    
    2,239Total revenues
    
    
    88,200
    
    
    
    87,112Expenses:Real estate taxes
    
    
    7,904
    
    
    
    7,897Repairs and maintenance
    
    
    6,606
    
    
    
    6,498Marketing
    
    
    1,991
    
    
    
    2,272Other property operating costs
    
    
    10,205
    
    
    
    10,351Provision for (recovery of) doubtful accounts
    
    
    79
    
    
    
    (194
    )Property management and other costs
    
    
    5,843
    
    
    
    5,541General and administrative
    
    
    91
    
    
    
    171Depreciation and amortization
    
    
    18,985
    
    
    
    17,917Total expenses
    
    
    51,704
    
    
    
    50,453Operating income
    
    
    36,496
    
    
    
    36,659Interest income
    
    
    4,694
    
    
    
    2,086Interest expense
    
    
    (27,974
    )
    
    
    (21,648
    )(Provision) benefit for income taxes
    
    
    (67
    )
    
    
    1,429Equity in income (loss) of unconsolidated
joint ventures
    
    
    1,945
    
    
    
    (32
    )Net income
    
    $
    15,094
    
    
    $
    18,494
 10




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 GGP/Homart IIMarch 31
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Assets:Land
    
    $
    224,158
    
    
    $
    224,158Buildings and equipment
    
    
    2,297,335
    
    
    
    2,261,123Less accumulated depreciation
    
    
    (343,781
    )
    
    
    (326,340
    )Developments in progress
    
    
    307,917
    
    
    
    286,396Net investment in real estate
    
    
    2,485,629
    
    
    
    2,445,337Cash and cash equivalents
    
    
    23,618
    
    
    
    6,289Accounts receivable, net
    
    
    36,573
    
    
    
    35,506Deferred expenses, net
    
    
    59,016
    
    
    
    58,712Prepaid expenses and other assets
    
    
    34,888
    
    
    
    36,656Total assets
    
    $
    2,639,724
    
    
    $
    2,582,500Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    2,279,096
    
    
    $
    2,284,763Accounts payable and accrued expenses
    
    
    130,601
    
    
    
    146,781Owners equity
    
    
    230,027
    
    
    
    150,956Total liabilities and owners equity
    
    $
    2,639,724
    
    
    $
    2,582,500
 GGP/Homart IIThree Months Ended March 31,(In thousands)
    
    2007
    
    
    2006Revenues:Minimum rents
    
    $
    53,232
    
    
    $
    52,535Tenant recoveries
    
    
    24,749
    
    
    
    23,591Overage rents
    
    
    1,267
    
    
    
    1,069Other
    
    
    1,963
    
    
    
    2,003Total revenues
    
    
    81,211
    
    
    
    79,198Expenses:Real estate taxes
    
    
    8,080
    
    
    
    7,448Repairs and maintenance
    
    
    4,895
    
    
    
    4,482Marketing
    
    
    1,949
    
    
    
    2,039Other property operating costs
    
    
    9,887
    
    
    
    8,459Provision for doubtful accounts
    
    
    620
    
    
    
    79Property management and other costs
    
    
    5,147
    
    
    
    4,794General and administrative
    
    
    132
    
    
    
    1,738Depreciation and amortization
    
    
    19,154
    
    
    
    15,510Total expenses
    
    
    49,864
    
    
    
    44,549Operating income
    
    
    31,347
    
    
    
    34,649Interest income
    
    
    2,042
    
    
    
    2,873Interest expense
    
    
    (27,689
    )
    
    
    (20,112
    )Provision for income taxes
    
    
    (574
    )
    
    
    (78
    )Net income
    
    $
    5,126
    
    
    $
    17,332
 11




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 GGP/TeachersMarch 31
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Assets:Land
    
    $
    176,761
    
    
    $
    176,761Buildings and equipment
    
    
    914,605
    
    
    
    908,786Less accumulated depreciation
    
    
    (95,697
    )
    
    
    (89,323
    )Developments in progress
    
    
    107,520
    
    
    
    76,991Net investment in real estate
    
    
    1,103,189
    
    
    
    1,073,215Cash and cash equivalents
    
    
    13,124
    
    
    
    19,029Accounts receivable, net
    
    
    10,926
    
    
    
    11,347Deferred expenses, net
    
    
    21,226
    
    
    
    15,280Prepaid expenses and other assets
    
    
    5,332
    
    
    
    13,980Total assets
    
    $
    1,153,797
    
    
    $
    1,132,851Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    931,165
    
    
    $
    933,375Accounts payable and accrued expenses
    
    
    91,789
    
    
    
    88,188Owners equity
    
    
    130,843
    
    
    
    111,288Total liabilities and owners equity
    
    $
    1,153,797
    
    
    $
    1,132,851
 GGP/TeachersThree Months Ended March 31,(In thousands)
    
    2007
    
    
    2006Revenues:Minimum rents
    
    $
    27,807
    
    
    $
    25,651Tenant recoveries
    
    
    11,253
    
    
    
    10,848Overage rents
    
    
    191
    
    
    
    594Other
    
    
    485
    
    
    
    518Total revenues
    
    
    39,736
    
    
    
    37,611Expenses:Real estate taxes
    
    
    2,623
    
    
    
    2,914Repairs and maintenance
    
    
    2,068
    
    
    
    1,893Marketing
    
    
    925
    
    
    
    1,037Other property operating costs
    
    
    4,763
    
    
    
    4,491Provision for (recovery of) doubtful accounts
    
    
    211
    
    
    
    (108
    )Property management and other costs
    
    
    2,224
    
    
    
    2,164General and administrative
    
    
    39
    
    
    
    33Depreciation and amortization
    
    
    7,263
    
    
    
    7,460Total expenses
    
    
    20,116
    
    
    
    19,884Operating income
    
    
    19,620
    
    
    
    17,727Interest income
    
    
    253
    
    
    
    184Interest expense
    
    
    (11,701
    )
    
    
    (10,386
    )Provision for income taxes
    
    
    (10
    )
    
    
    (179
    )Net income
    
    $
    8,162
    
    
    $
    7,346
 12




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 The WoodlandsPartnershipMarch 31
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Assets:Land
    
    $
    13,529
    
    
    $
    13,828Buildings and equipment
    
    
    91,591
    
    
    
    91,485Less accumulated depreciation
    
    
    (20,241
    )
    
    
    (19,271
    )Developments in progress
    
    
    16,069
    
    
    
    6,939Investment
land and land held for development and sale
    
    
    295,893
    
    
    
    290,273Net investment in real estate
    
    
    396,841
    
    
    
    383,254Cash and cash equivalents
    
    
    18,111
    
    
    
    15,219Deferred expenses, net
    
    
    2,298
    
    
    
    2,782Prepaid expenses and other assets
    
    
    70,662
    
    
    
    97,977Total assets
    
    $
    487,912
    
    
    $
    499,232Liabilities and Owners Equity:Mortgages, notes and loans payable
    
    $
    319,165
    
    
    $
    321,724Accounts payable and accrued expenses
    
    
    50,650
    
    
    
    58,805Owners equity
    
    
    118,097
    
    
    
    118,704Total liabilities and owners equity
    
    $
    487,912
    
    
    $
    499,233
 The WoodlandsPartnershipThree Months Ended March 31,(In thousands)
    
    2007
    
    
    2006Revenues:Minimum rents
    
    $
    321
    
    
    $
    236Land sales
    
    
    25,450
    
    
    
    35,331Other
    
    
    9,923
    
    
    
    8,079Total revenues
    
    
    35,694
    
    
    
    43,646Expenses:Real estate taxes
    
    
    56
    
    
    
    45Repairs and maintenance
    
    
    139
    
    
    
    27Other property operating costs
    
    
    11,433
    
    
    
    8,169Land sales operations
    
    
    10,877
    
    
    
    18,917Depreciation and amortization
    
    
    1,070
    
    
    
    1,403Total expenses
    
    
    23,575
    
    
    
    28,561Operating income
    
    
    12,119
    
    
    
    15,085Interest income
    
    
    126
    
    
    
    70Interest expense
    
    
    (1,466
    )
    
    
    (537
    )Net income
    
    $
    10,779
    
    
    $
    14,618
 13




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 4 MORTGAGES, NOTES AND LOANS PAYABLE
  March 31,
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Fixed-rate debt:Commercial mortgage-backed securities
    
    $
    868,765
    
    
    $
    868,765Other collateralized mortgages, notes and loans payable
    
    
    13,699,353
    
    
    
    13,762,381Corporate and other unsecured term loans
    
    
    2,359,598
    
    
    
    2,386,334Total fixed-rate debt
    
    
    16,927,716
    
    
    
    17,017,480Variable-rate debt:Other collateralized mortgages, notes and loans payable
    
    
    387,837
    
    
    
    388,287Credit facilities
    
    
    380,700
    
    
    
    60,000Corporate and other unsecured term loans
    
    
    3,043,700
    
    
    
    3,056,200Total variable-rate debt
    
    
    3,812,237
    
    
    
    3,504,487Total
    
    $
    20,739,953
    
    
    $
    20,521,967
   Exchangeable Senior Notes
      14




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Interest Rate Swaps
  2006 Credit
    
    PropertyAgreement
    
    SpecificTotal notional amount (in millions)
    
    $
    200.0
    
    
    $
    195.0Average fixed pay rate
    
    
    5.11
    %
    
    
    4.78
    %Average variable receive rate
    
    LIBOR
    
    LIBOR
  Letters of Credit and Surety Bonds
  
 NOTE 5 INCOME TAXES
      15




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 6 STOCK-BASED COMPENSATION PLANS
 Incentive Stock Plans
  2007
    
    
    2006Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceStock Options Outstanding at January 1
    
    
    3,167,348
    
    
    $
    38.41
    
    
    
    2,546,174
    
    
    $
    29.57Granted
    
    
    1,205,000
    
    
    
    65.81
    
    
    
    1,270,000
    
    
    
    49.98Exercised
    
    
    (1,218,748
    )
    
    
    33.89
    
    
    
    (410,526
    )
    
    
    28.55Forfeited
    
    
    
    
    
    
    
    
    
    
    (145,000
    )
    
    
    43.10Expired
    
    
    
    
    
    
    
    
    
    
    (600
    )
    
    
    9.99Stock Options Outstanding at March 31
    
    
    3,153,600
    
    
    $
    50.62
    
    
    
    3,260,048
    
    
    $
    37.05
 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)
    
    
    PriceIn-the-money stock options$6.58 - $13.16
    
    
    5,100
    
    
    
    3.1
    
    
    $
    9.99
    
    
    
    5,100
    
    
    
    3.1
    
    
    $
    9.99$13.16 - $19.74
    
    
    73,000
    
    
    
    5.3
    
    
    
    15.41
    
    
    
    73,000
    
    
    
    5.3
    
    
    
    15.41$19.74 - $26.32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $26.32 - $32.91
    
    
    261,000
    
    
    
    1.8
    
    
    
    30.94
    
    
    
    209,000
    
    
    
    1.8
    
    
    
    30.94$32.91 - $39.49
    
    
    604,500
    
    
    
    2.9
    
    
    
    35.69
    
    
    
    364,500
    
    
    
    2.9
    
    
    
    35.46$39.49 - $46.07
    
    
    50,000
    
    
    
    3.5
    
    
    
    44.59
    
    
    
    10,000
    
    
    
    3.5
    
    
    
    44.59$46.07 - $52.65
    
    
    955,000
    
    
    
    4.0
    
    
    
    49.51
    
    
    
    525,000
    
    
    
    3.8
    
    
    
    50.00Anti -dilutive stock options$65.81
    
    
    1,205,000
    
    
    
    4.9
    
    
    
    65.81
    
    
    
    201,000
    
    
    
    4.9
    
    
    
    65.81Total
    
    
    3,153,600
    
    
    
    3.7
    
    
    $
    50.62
    
    
    
    1,387,600
    
    
    
    3.6
    
    
    $
    43.59Intrinsic value (in thousands)
    
    $
    45,484
    
    
    
    
    
    
    
    
    
    
    $
    29,355
    16




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Restricted Stock
  2007
    
    
    2006Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    
    Grant DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueNonvested restricted stock grants outstanding as of January 1
    
    
    72,666
    
    
    $
    47.62
    
    
    
    15,000
    
    
    $
    16.77Granted
    
    
    87,500
    
    
    
    65.81
    
    
    
    70,000
    
    
    
    49.09Vested
    
    
    (20,002
    )
    
    
    49.40
    
    
    
    (38,334
    )
    
    
    36.44Nonvested restricted stock grants outstanding as of March 31
    
    
    140,164
    
    
    $
    58.72
    
    
    
    46,666
    
    
    $
    49.09Intrinsic value (in thousands)
    
    $
    9,050
    
    
    
    
    
    
    $
    2,281
  Threshold-Vesting Stock Options
  TSO Grant Year2007
    
    
    2006
    
    
    2005Granted
    
    
    1,400,000
    
    
    
    1,400,000
    
    
    
    1,000,000Forfeited
    
    
    (10,994
    )
    
    
    (95,939
    )
    
    
    (119,666
    )Vested and exercised
    
    
    
    
    
    
    
    
    
    
    (880,334
    )TSOs outstanding at March 31, 2007
    
    
    1,389,006
    
    
    
    1,304,061
    
    
    
    Intrinsic value (in thousands)
    
    $
    
    
    
    $
    18,387
    
    
    $
    Exercise price
    
    $
    65.81
    
    
    $
    50.47
    
    
    $
    35.41Threshold price
    
    
    92.30
    
    
    
    70.79
    
    
    
    49.66Fair value of options on grant date
    
    
    9.54
    
    
    
    6.51
    
    
    
    3.81Remaining contractual term (in years)
    
    
    4.9
    
    
    
    3.9
    
    
    
    
  Other Required Disclosures
  2007
    
    2006Risk-free interest rate
    
    
    4.70
    %
    
    
    4.43
    %Dividend yield
    
    
    4.00
    
    
    
    4.00Expected volatitity
    
    
    24.72
    
    
    
    22.94Expected life (in years)
    
    
    3.0-3.5
    
    
    
    2.5-3.5
   17




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 NOTE 7 OTHER ASSETS AND LIABILITIES
  March 31,
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Below-market ground leases
    
    $
    279,002
    
    
    $
    280,516Receivables  finance leases and bonds
    
    
    105,214
    
    
    
    118,459Security and escrow deposits
    
    
    75,994
    
    
    
    76,834Real estate tax stabilization agreement
    
    
    82,397
    
    
    
    83,378Special Improvement District receivable
    
    
    61,716
    
    
    
    64,819Above-market tenant leases
    
    
    46,739
    
    
    
    53,981Prepaid expenses
    
    
    38,093
    
    
    
    37,528Insurance recovery receivable
    
    
    14,260
    
    
    
    14,952Funded defined contribution plan assets
    
    
    14,408
    
    
    
    17,119Other
    
    
    67,108
    
    
    
    50,200$
    784,931
    
    
    $
    797,786
  March 31,
    
    
    December 31,(In thousands)
    
    2007
    
    
    2006Construction payables
    
    $
    163,057
    
    
    $
    188,038Accounts payable and accrued expenses
    
    
    184,686
    
    
    
    200,936Unrecognized tax benefits
    
    
    149,281
    
    
    
    Accrued interest
    
    
    113,975
    
    
    
    102,870Below-market tenant leases
    
    
    102,059
    
    
    
    117,963Accrued real estate taxes
    
    
    71,730
    
    
    
    71,816Deferred gains/income
    
    
    66,773
    
    
    
    56,414Hughes participation payable
    
    
    58,652
    
    
    
    90,793Accrued payroll and other employee liabilities
    
    
    43,714
    
    
    
    58,372Tenant and other deposits
    
    
    33,264
    
    
    
    32,887Above-market ground leases
    
    
    15,843
    
    
    
    15,961Capital lease obligations
    
    
    14,842
    
    
    
    14,967Funded defined contribution plan liabilities
    
    
    14,408
    
    
    
    17,119Other
    
    
    81,459
    
    
    
    82,056$
    1,113,743
    
    
    $
    1,050,192
 
 NOTE 8 COMMITMENTS AND CONTINGENCIES
    18




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Contingent Stock Agreement
    Hurricane Damages
    
 NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  19




---



##### 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
   20




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31, 2007Consolidated
    
    
    Unconsolidated
    
    
    Segment(In thousands)
    
    Properties
    
    
    Properties
    
    
    BasisRetail 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 net operating income
    
    $
    452,328
    
    
    $
    115,698
    
    
    $
    568,026
 Three Months Ended March 31, 2006Consolidated
    
    
    Unconsolidated
    
    
    Segment(In thousands)
    
    Properties
    
    
    Properties
    
    
    BasisRetail and OtherProperty revenues:Minimum rents
    
    $
    437,731
    
    
    $
    105,329
    
    
    $
    543,060Tenant recoveries
    
    
    185,442
    
    
    
    46,566
    
    
    
    232,008Overage rents
    
    
    14,227
    
    
    
    2,350
    
    
    
    16,577Other, including minority interest
    
    
    21,372
    
    
    
    22,068
    
    
    
    43,440Total property revenues
    
    
    658,772
    
    
    
    176,313
    
    
    
    835,085Property operating expenses:Real estate taxes
    
    
    54,964
    
    
    
    14,868
    
    
    
    69,832Repairs and maintenance
    
    
    47,054
    
    
    
    10,556
    
    
    
    57,610Marketing
    
    
    12,030
    
    
    
    3,507
    
    
    
    15,537Other property operating costs
    
    
    86,450
    
    
    
    37,948
    
    
    
    124,398Provision for doubtful accounts
    
    
    6,213
    
    
    
    92
    
    
    
    6,305Total property operating expenses
    
    
    206,711
    
    
    
    66,971
    
    
    
    273,682Retail and other net operating income
    
    
    452,061
    
    
    
    109,342
    
    
    
    561,403Master Planned CommunitiesLand sales
    
    
    137,220
    
    
    
    18,549
    
    
    
    155,769Land sales operations
    
    
    (98,598
    )
    
    
    (12,394
    )
    
    
    (110,992
    )Master Planned Communities net operating income
    
    
    38,622
    
    
    
    6,155
    
    
    
    44,777Real estate property net operating income
    
    $
    490,683
    
    
    $
    115,497
    
    
    $
    606,180
 21




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Three Months Ended March 31,(In thousands)
    
    2007
    
    
    2006Real estate property net operating incomeSegment basis
    
    $
    568,026
    
    
    $
    606,180Unconsolidated Properties
    
    
    (115,698
    )
    
    
    (115,497
    )Consolidated Properties
    
    
    452,328
    
    
    
    490,683Management and other fees
    
    
    27,572
    
    
    
    28,713Property management and other costs
    
    
    (53,142
    )
    
    
    (45,060
    )General and administrative
    
    
    (12,268
    )
    
    
    (5,158
    )Depreciation and amortization
    
    
    (175,118
    )
    
    
    (165,346
    )Minority interest in NOI of Consolidated Properties
    
    
    2,802
    
    
    
    3,914Operating income
    
    
    242,174
    
    
    
    307,746Interest income
    
    
    2,034
    
    
    
    3,222Interest expense
    
    
    (268,348
    )
    
    
    (278,794
    )Benefit (provision) for income taxes
    
    
    288,392
    
    
    
    (26,404
    )Minority interest
    
    
    (54,417
    )
    
    
    (11,224
    )Equity in income of unconsolidated affiliates
    
    
    20,359
    
    
    
    28,468Net income
    
    $
    230,194
    
    
    $
    23,014
  Three Months Ended March 31,(In thousands)
    
    2007
    
    
    2006Segment basis total property revenues
    
    $
    855,973
    
    
    $
    835,085Unconsolidated segment revenues
    
    
    (181,352
    )
    
    
    (176,313
    )Land sales
    
    
    23,793
    
    
    
    137,220Management and other fees
    
    
    27,572
    
    
    
    28,713Minority interest in NOI of Consolidated Properties
    
    
    2,802
    
    
    
    3,914GAAP-basis consolidated total revenues
    
    $
    728,788
    
    
    $
    828,619
 22




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 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 liabilities dividends, leverage, capital structure or other financial items
    
    Descriptions of plans or objectives of our management for future operations, including pending acquisitions, debt repayment or restructuring, and development/redevelopment activities
    
    Forecasts of our future economic performance
    
    Descriptions of assumptions underlying or relating to any of the foregoing
  
    
    Future development spending
    
    Expected sales in our Master Planned Communities segment
   Overview
    23




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
         Seasonality
  Critical Accounting Policies
  Results of Operations
  24




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Retail and Other Segment
  $ Increase
    
    
    % Increase(In thousands)
    
    2007
    
    
    2006
    
    
    (Decrease)
    
    
    (Decrease)Property revenues:Minimum rents
    
    $
    545,207
    
    
    $
    543,060
    
    
    $
    2,147
    
    
    
    0.4
    %Tenant recoveries
    
    
    247,716
    
    
    
    232,008
    
    
    
    15,708
    
    
    
    6.8Overage rents
    
    
    18,047
    
    
    
    16,577
    
    
    
    1,470
    
    
    
    8.9Other
    
    
    45,003
    
    
    
    43,440
    
    
    
    1,563
    
    
    
    3.6Total property revenues
    
    
    855,973
    
    
    
    835,085
    
    
    
    20,888
    
    
    
    2.5Property operating expenses:Real estate taxes
    
    
    71,989
    
    
    
    69,832
    
    
    
    2,157
    
    
    
    3.1Repairs and maintenance
    
    
    62,093
    
    
    
    57,610
    
    
    
    4,483
    
    
    
    7.8Marketing
    
    
    15,952
    
    
    
    15,537
    
    
    
    415
    
    
    
    2.7Other property operating costs
    
    
    140,884
    
    
    
    124,398
    
    
    
    16,486
    
    
    
    13.3Provision for doubtful accounts
    
    
    6,344
    
    
    
    6,305
    
    
    
    39
    
    
    
    0.6Total property operating expenses
    
    
    297,262
    
    
    
    273,682
    
    
    
    23,580
    
    
    
    8.6Real estate property net operating income
    
    $
    558,711
    
    
    $
    561,403
    
    
    $
    (2,692
    )
    
    
    (0.5
    )%
        25




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 Master Planned Communities Segment
 $ Increase
    
    
    % Increase(In thousands)
    
    2007
    
    
    2006
    
    
    (Decrease)
    
    
    (Decrease)Land sales
    
    $
    37,154
    
    
    $
    155,769
    
    
    $
    (118,615
    )
    
    
    (76.1
    )%Land sales operations
    
    
    (27,839
    )
    
    
    (110,992
    )
    
    
    (83,153
    )
    
    
    (74.9
    )Real estate property
net operating income
    
    $
    9,315
    
    
    $
    44,777
    
    
    $
    (35,462
    )
    
    
    (79.2
    )%
   Lot Sales and PricingThree Months Ended
    
    AcreageMarch 31,
    
    
    
    
    
    Remaining2007
    
    2006
    
    Total Gross
    
    Saleable($ in thousands)
    
    Acres
    
    AcresMaryland Properties(1):Residential:Acres sold
    
    
    
    
    
    
    24.0
    
    
    
    
    
    
    
    228Average price/acre
    
    $
    
    
    
    $
    1,050Commercial:Acres sold
    
    
    9.0
    
    
    
    
    
    
    
    
    
    
    
    359Average price/acre
    
    $
    291
    
    
    $
    Acreage
    
    
    
    
    
    
    
    
    
    
    19,100
    
    
    
    587Summerlin(2):Residential:Acres sold
    
    
    3.4
    
    
    
    103.9
    
    
    
    
    
    
    
    5,520Average price/acre
    
    $
    1,743
    
    
    $
    925Commercial:Acres sold
    
    
    3.2
    
    
    
    19.1
    
    
    
    
    
    
    
    884Average price/acre
    
    $
    1,167
    
    
    $
    25
    (3)Acreage
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    
    6,404Bridgeland:Residential:Acres sold
    
    
    18.8
    
    
    
    12.0
    
    
    
    
    
    
    
    5,289Average price/acre
    
    $
    250
    
    
    $
    219Commercial:Acres sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,211Average price/acre
    
    $
    
    
    
    $
    Acreage
    
    
    
    
    
    
    
    
    
    
    10,200
    
    
    
    6,500Woodlands(4):Residential:Acres sold
    
    
    53.5
    
    
    
    75.3
    
    
    
    
    
    
    
    1,748Average price/acre
    
    $
    365
    
    
    $
    346Commercial:Acres sold
    
    
    6.7
    
    
    
    13.7
    
    
    
    
    
    
    
    1,192Average price/acre
    
    $
    261
    
    
    $
    274Acreage
    
    
    
    
    
    
    
    
    
    
    28,400
    
    
    
    2,940
 
 (1)
    
    Maryland Properties includes Columbia and Fairwood.(2)
    
    Summerlin  Does not reflect impact of CSA (Note 8). Average price per acre includes
assumption of Special Improvement District financing.(3)
    
    Summerlin  Includes the effect of a single sale of a 19.1 acre parcel to a school at a
price of $25 thousand per acre.(4)
    
    Woodlands  Shown at 100%. Our share of The Woodlands is 52.5%. 26




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Certain Significant Consolidated Revenues and Expenses
  $ Increase
    
    % Increase(In thousands)
    
    2007
    
    2006
    
    (Decrease)
    
    (Decrease)Tenant rents
    
    $
    651,076
    
    
    $
    637,400
    
    
    $
    13,676
    
    
    
    2.1
    %Land sales
    
    
    23,793
    
    
    
    137,220
    
    
    
    (113,427
    )
    
    
    (82.7
    )Property operating expenses
    
    
    225,942
    
    
    
    206,711
    
    
    
    19,231
    
    
    
    9.3Land sales operations
    
    
    20,144
    
    
    
    98,598
    
    
    
    (78,454
    )
    
    
    (79.6
    )Management and other fees
    
    
    27,572
    
    
    
    28,713
    
    
    
    (1,141
    )
    
    
    (4.0
    )Property management and other costs
    
    
    53,142
    
    
    
    45,060
    
    
    
    8,082
    
    
    
    17.9General and administrative
    
    
    12,268
    
    
    
    5,158
    
    
    
    7,110
    
    
    
    137.8Depreciation and amortization
    
    
    175,118
    
    
    
    165,346
    
    
    
    9,772
    
    
    
    5.9Interest expense
    
    
    268,348
    
    
    
    278,794
    
    
    
    (10,446
    )
    
    
    (3.7
    )Benefit
(provision) for income taxes
    
    
    288,392
    
    
    
    (26,404
    )
    
    
    314,796
    
    
    
    1,192.2
       27




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 Liquidity and Capital Resources
 Cash Flows from Operating Activities
     Cash Flows from Investing Activities
    Cash Flows from Financing Activities
    REIT Requirements
  28




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
  Recently Issued Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control 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
  29




---



##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
 
 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
    
    Financial Statements of TRCLP, a wholly owned subsidiary of GGPLP.
  30




---



##### Table of Contents



SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.(Registrant)Date: May 9, 2007
    
    by:
    
    /s/ Bernard Freibaum

Bernard FreibaumExecutive Vice President and Chief Financial Officer(On behalf of the Registrant and as Principal Accounting Officer)
 31




---



##### 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
    
    Financial Statements of TRCLP, a wholly owned subsidiary of GGPLP.
  32