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CONSOLIDATED FINANCIAL STATEMENTS OF THE ROUSE COMPANY LP, A SUBSIDIARY
OF GENERAL GROWTH PROPERTIES, INC.
  Basis of Presentation
   Use of Estimates
  Critical Accounting Policies
  MANAGEMENTS DISCUSSION OF TRCLP OPERATIONS AND LIQUIDITY
 Overview
  Revenues




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CONSOLIDATED FINANCIAL STATEMENTS OF THE ROUSE COMPANY LP, A SUBSIDIARY
OF GENERAL GROWTH PROPERTIES, INC.
 Operating expenses
  Net income
  Cash position at March 31, 2008




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THE ROUSE COMPANY LP AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 March 31,
    
    
    December 31,2008
    
    
    2007(In thousands)AssetsInvestment in real estate:Land
    
    $
    1,559,321
    
    
    $
    1,556,115Buildings and equipment
    
    
    11,069,881
    
    
    
    11,040,398Less accumulated depreciation
    
    
    (1,400,487
    )
    
    
    (1,318,032
    )Developments in progress
    
    
    342,063
    
    
    
    291,643Net property and equipment
    
    
    11,570,778
    
    
    
    11,570,124Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,397,080
    
    
    
    1,377,634Investment land and land held for development and sale
    
    
    1,659,878
    
    
    
    1,639,372Net investment in real estate
    
    
    14,627,736
    
    
    
    14,587,130Cash and cash equivalents
    
    
    24,060
    
    
    
    23,679Accounts and notes receivable, net
    
    
    151,885
    
    
    
    155,950Goodwill
    
    
    385,683
    
    
    
    385,683Deferred expenses, net
    
    
    107,164
    
    
    
    106,028Prepaid expenses and other assets
    
    
    617,090
    
    
    
    622,645Total assets
    
    $
    15,913,618
    
    
    $
    15,881,115Liabilities and Partners CapitalMortgages, notes and loans payable
    
    $
    9,701,405
    
    
    $
    9,455,727Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    25,954
    
    
    
    25,632Deferred tax liabilities
    
    
    860,331
    
    
    
    854,000Accounts payable and accrued expenses
    
    
    621,615
    
    
    
    623,098Total liabilities
    
    
    11,209,305
    
    
    
    10,958,457Minority interests
    
    
    7,306
    
    
    
    3,983Commitments and contingencies
    
    
    
    
    
    
    Partners capital:Partners capital
    
    
    8,939,342
    
    
    
    8,934,378Accumulated other comprehensive loss
    
    
    (418
    )
    
    
    (419
    )Total partners capital, before
receivable from General Growth Properties, Inc.
    
    
    8,938,924
    
    
    
    8,933,959Receivable from General Growth Properties, Inc.
    
    
    (4,241,917
    )
    
    
    (4,015,284
    )Total partners capital
    
    
    4,697,007
    
    
    
    4,918,675Total liabilities and partners capital
    
    $
    15,913,618
    
    
    $
    15,881,115




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THE ROUSE COMPANY LP AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(In thousands)Revenues:Minimum rents
    
    $
    218,389
    
    
    $
    211,735Tenant recoveries
    
    
    98,820
    
    
    
    99,211Overage rents
    
    
    5,652
    
    
    
    7,144Land sales
    
    
    9,066
    
    
    
    23,793Other
    
    
    15,704
    
    
    
    12,142Total revenues
    
    
    347,631
    
    
    
    354,025Expenses:Real estate taxes
    
    
    27,939
    
    
    
    27,008Repairs and maintenance
    
    
    26,486
    
    
    
    25,703Marketing
    
    
    4,509
    
    
    
    5,038Other property operating costs
    
    
    54,223
    
    
    
    55,379Land sales operations
    
    
    9,921
    
    
    
    20,144Property management and other costs
    
    
    17,056
    
    
    
    16,106Provision for doubtful accounts
    
    
    1,291
    
    
    
    3,867Depreciation and amortization
    
    
    86,325
    
    
    
    98,750Total expenses
    
    
    227,750
    
    
    
    251,995Operating income
    
    
    119,881
    
    
    
    102,030Interest income
    
    
    682
    
    
    
    1,180Interest expense
    
    
    (124,114
    )
    
    
    (108,329
    )Income before income taxes, minority interest and
equity in income of Unconsolidated Real Estate Affiliates
    
    
    (3,551
    )
    
    
    (5,119
    )(Provision for) benefit from income taxes
    
    
    (6,180
    )
    
    
    290,704Minority interest
    
    
    (402
    )
    
    
    (379
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    
    15,097
    
    
    
    10,047Net income
    
    $
    4,964
    
    
    $
    295,253Comprehensive income, net:Net income
    
    $
    4,964
    
    
    $
    295,253Other comprehensive income:Unrealized losses on available-for-sale securities
    
    
    (7
    )
    
    
    (13
    )Net unrealized gains/(losses) on financial instruments
    
    
    8
    
    
    
    (116
    )Comprehensive income, net
    
    $
    4,965
    
    
    $
    295,124




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THE ROUSE COMPANY LP AND SUBSIDIARIES
A SUBSIDIARY OF 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
    
    $
    4,964
    
    
    $
    295,253Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    86,325
    
    
    
    98,750Minority interest
    
    
    402
    
    
    
    379Equity in income of Unconsolidated Real Estate Affiliates
    
    
    (15,097
    )
    
    
    (10,047
    )Distributions received from Unconsolidated  Real Estate Affiliates
    
    
    3,242
    
    
    
    8,004Participation expense pursuant to Contingent Stock Agreement
    
    
    91
    
    
    
    4,528Land development and acquisition expenditures
    
    
    (31,740
    )
    
    
    (41,351
    )Cost of land sales
    
    
    1,082
    
    
    
    7,887Provision for doubtful accounts
    
    
    1,291
    
    
    
    3,867Tax restructuring benefit
    
    
    
    
    
    
    (297,645
    )Straight-line rent amortization
    
    
    (4,939
    )
    
    
    (5,177
    )Amortization of intangibles other than in-place leases
    
    
    642
    
    
    
    (540
    )Amortization of debt market rate adjustment and other non-cash interest expense
    
    
    556
    
    
    
    (9,100
    )Net changes:Accounts and notes receivable
    
    
    7,304
    
    
    
    30Other assets
    
    
    (10,892
    )
    
    
    2,056Accounts payable and accrued expenses and deferred tax liabilities
    
    
    14,570
    
    
    
    (2,791
    )Other, net
    
    
    (3,790
    )
    
    
    518Net cash provided by operating activities
    
    
    54,011
    
    
    
    54,621Cash Flows from Investing Activities:Acquisition/development of real estate and property
additions/improvements
    
    
    (76,148
    )
    
    
    (82,927
    )Proceeds
from sale of investment properties
    
    
    17,166
    
    
    
    Distributions received from Unconsolidated Real Estate Affiliates
in excess of income
    
    
    3,999
    
    
    
    5,039Increase in investments in Unconsolidated Real Estate Affiliates
    
    
    (11,268
    )
    
    
    (1,407
    )Decrease in restricted cash
    
    
    4,798
    
    
    
    1,294Other, net
    
    
    1,491
    
    
    
    2,211Net cash used in investing activities
    
    
    (59,962
    )
    
    
    (75,790
    )




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THE ROUSE COMPANY LP AND SUBSIDIARIES
A SUBSIDIARY OF GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(In thousands)Cash Flows from Financing Activities:Proceeds from issuance of mortgages, notes and loans payable
    
    
    650,000
    
    
    
    Principal payments on mortgages, notes and loans payable
    
    
    (399,846
    )
    
    
    (31,959
    )Advances to General Growth Properties, Inc.
    
    
    (242,165
    )
    
    
    (76,902
    )Capital contribution from GGPLP
    
    
    
    
    
    
    100,000Deferred financing costs
    
    
    (4,578
    )
    
    
    Other, net
    
    
    2,921
    
    
    
    (1,078
    )Net cash provided by (used in) financing activities
    
    
    6,332
    
    
    
    (9,939
    )Net change in cash and cash equivalents
    
    
    381
    
    
    
    (31,108
    )Cash and cash equivalents at beginning of period
    
    
    23,679
    
    
    
    65,416Cash and cash equivalents at end of period
    
    $
    24,060
    
    
    $
    34,308Supplemental disclosure of cash flow information:Interest paid
    
    $
    118,423
    
    
    $
    116,186Interest capitalized
    
    
    9,248
    
    
    
    11,194Income taxes paid
    
    
    19,988
    
    
    
    20,911Non-Cash Transaction:Change in accrued capital expenditures included in accounts payable and accrued expenses
    
    
    18,990
    
    
    
    (28,229
    )