GENERAL GROWTH PROPERTIES INC - 10-K Annual Report

Back to GetFilings.com

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

COMMISSION FILE NUMBER 1-11656
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 42-1283895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

110 N. WACKER DR., CHICAGO, IL 60606
(Address of principal executive offices) (Zip Code)

(312)960-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 of the Act). Yes [X] No [ ]

On June 30, 2004, the last business day of the registrant's most recently
completed second quarter, the aggregate market value of the shares of common
stock held by non-affiliates of the registrant was approximately $5.95 billion
based upon the closing price of the common stock on the New York Stock Exchange
composite tape on such date.

As of March 4, 2005, there were 237,554,681 shares of the Registrant's common
stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual stockholders meeting to be held
on May 4, 2005 are incorporated by reference into Part III.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART I

ITEM 1. BUSINESS

All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of General Growth Properties, Inc. ("General Growth" or the
"Company") as included in this Annual Report on Form 10-K ("Annual Report"). The
descriptions included in such Notes are incorporated into the applicable Item
response by reference. The following discussion should be read in conjunction
with such Consolidated Financial Statements and related Notes. The terms "we",
"us" and "our" may also be used to refer to General Growth and its subsidiaries.

GENERAL DEVELOPMENT OF BUSINESS

General Growth, a Delaware corporation, is a self-administered and self-managed
real estate investment trust, referred to as a "REIT." General Growth was
organized in 1986 and through its subsidiaries and affiliates owns, operates,
manages, leases, acquires, develops, expands and finances operating properties
located primarily throughout the United States and develops and sells land for
residential, commercial and other uses primarily in master-planned communities.

The Retail and Other segment consists of retail centers, office and industrial
buildings and mixed-use and other properties.

- - The retail centers (the "Retail Portfolio") are primarily regional shopping
centers in suburban market areas, but also include specialty marketplaces in
certain downtown areas and community retail centers.

- - The office and other properties (the "Office Portfolio") are located primarily
in the Baltimore-Washington and Las Vegas markets or are components of
large-scale mixed-use properties (which include retail, parking and other
uses) located in other urban markets.

The Community Development segment includes land development and sales operations
which are predominantly related to large-scale, long-term community development
projects in and around Columbia, Maryland; Summerlin, Nevada and Houston, Texas.

Substantially all of our business is conducted through GGP Limited Partnership
(the "Operating Partnership" or "GGPLP"). As of December 31, 2004, General
Growth, as sole general partner, owned approximately 81% of the common units of
partnership interest in the Operating Partnership. The other common units and
the preferred units of limited partnership are held by limited partners that
include trusts for the benefit of the families of our original stockholders and
subsequent contributors of properties to the Operating Partnership. The common
units that are held by limited partners are referred to as the "Common Units".

In addition to holding ownership interests in various joint ventures, the
Operating Partnership generally conducts its operations through the following
subsidiaries:

- - GGPLP L.L.C., a Delaware limited liability company (the "LLC"), has ownership
interests in the majority of our properties (other than those acquired in The
Rouse Company merger (the "TRC Merger", Note 3)).

- - The Rouse Company LP ("TRCLP"), which includes both a REIT and taxable REIT
subsidiaries ("TRS"), has ownership interests in Consolidated Properties and
Unconsolidated Properties (as defined below).

- - General Growth Management, Inc. ("GGMI"), a TRS, manages, leases, and performs
various other services for some of our Unconsolidated Real Estate Affiliates
(as defined below) and over 30 properties owned by unaffiliated third parties,
all located in the United States.

In this report, we refer to our ownership interests in majority owned or
controlled properties as "Consolidated Properties" and to our ownership
interests in joint ventures in which we own a non-controlling interest as
"Unconsolidated Real Estate Affiliates" and the properties owned by such joint
ventures as the "Unconsoli-

1

dated Properties." Our "Company Portfolio" includes both the Unconsolidated
Properties and our Consolidated Properties.

Our business strategy includes selectively making strategic acquisitions in
order to enhance the yields of the acquired properties through subsequent
proactive property management and leasing, operating cost reductions, physical
expansions and renovations, redevelopments and capital reinvestment. Some of the
actions that we take to increase productivity include changing the tenant mix
and adding vendor carts or kiosks.

Acquisitions have included single centers, privately held portfolios and
public-to-public purchases such as The Rouse Company, ("TRC") in November 2004.
During 2004, the purchase price of acquisitions totaled $16.1 billion including
the $14.3 billion TRC Merger. We believe that we have a competitive advantage
with respect to acquisitions for the following reasons:

- - The funds necessary for the cash acquisition of a shopping center are
available to us from a combination of sources, including mortgage or unsecured
financing or the issuance of public or private debt or equity.

- - We have the flexibility to pay for an acquisition with a combination of cash,
General Growth equity securities, or, subject to certain provisions in our
debt agreements, common or preferred units of limited partnership interest in
the Operating Partnership. This creates the opportunity for a tax-advantaged
transaction for the seller.

- - Our expertise allows us to evaluate proposed acquisitions for their increased
profit potential. Additional profit can originate from many sources including
expansion, remodeling, re-merchandising, and more efficient management of the
property.

The expansion and renovation of a property also results in increased cash flows
and net income as a result of increased customer traffic, trade area penetration
and improved competitive position of the property. In addition to property
redevelopment, we also develop retail centers from the ground-up. In August
2004, we completed the ground-up development of Jordan Creek Town Center in West
Des Moines, Iowa.

We make all key strategic decisions for our properties. However, in connection
with the Unconsolidated Properties, such strategic decisions are made with the
respective stockholders, members or joint venture partners. We are also the
asset manager of most of the properties in the Company Portfolio, executing the
strategic decisions and overseeing the day-to-day property management functions,
including leasing, construction management, data processing, maintenance,
accounting, marketing, promotional services and security oversight pursuant to
management agreements with the Unconsolidated Properties.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Information regarding our segments is incorporated herein by reference to Note
16 of the Notes to Consolidated Financial Statements included in this Annual
Report.

NARRATIVE DESCRIPTION OF BUSINESS

RETAIL AND OTHER SEGMENT

Retail Portfolio

Most of the shopping centers in the Retail Portfolio are strategically located
in major and middle markets where they have strong competitive positions. The
Retail Portfolio's geographic diversification should mitigate the effects of
regional economic conditions and local factors. The Retail Portfolio is
comprised primarily of operating retail properties including regional malls and
community centers. Most of these properties contain at least one major
department store as an Anchor (as defined below).

A detailed listing of the principal properties in our Retail Portfolio is
included in Item 2 of this Annual Report.

The majority of the income from the properties in the Retail Portfolio is
derived from rents received through long-term leases with retail tenants. These
long-term leases generally require the tenants to pay base rent which is a fixed
amount specified in the lease. The base rent is often subject to scheduled
increases during the

2

term of the lease. Another component of income is overage rent. Overage rent is
paid by a tenant generally if its sales exceed an agreed upon minimum amount.
Overage rent is calculated by multiplying the sales in excess of the minimum
amount by a percentage defined in the lease. In addition, our long-term leases
generally contain provisions for us to recover certain expenses incurred in the
day-to-day operations of the respective properties including common area
maintenance and real estate taxes. The recovery amount is generally related to
the tenant's pro-rata share of space in the property.

We use the following terms in this Annual Report:

- - Anchor -- a department store or other large retail store with gross leaseable
area greater than 30,000 square feet

- - Freestanding GLA -- gross leaseable area of freestanding retail stores in
locations that are not attached to the primary complex of buildings that
comprise a shopping center

- - GLA -- gross leaseable retail space, including Anchors and all other leaseable
areas

- - Mall GLA -- gross leaseable retail space, excluding both Anchors and
Freestanding GLA

- - Mall Stores -- stores (other than Anchors) that are typically specialty
retailers who lease space in the structure including, or attached to, the
primary complex of buildings that comprise a shopping center

- - Total Mall Stores sales -- the gross revenue from product sales to customers
generated by the Mall Stores.

The following is selected operating data for the Consolidated and Unconsolidated
Retail Properties within the Company Portfolio as of December 31, 2004:

3

The table below shows our ten largest tenants, by trade name, as of December 31,
2004 based on consolidated rents. In general, similar percentages existed in the
Unconsolidated Properties as of December 31, 2004.

- ---------------

(1) Under common ownership by The Limited, Inc.

4

The following table reflects the tenant representation by category in the Retail
Portfolio in the Consolidated Properties as of December 31, 2004. In general,
similar percentages generally existed for the Unconsolidated Properties.

5

Office Portfolio

At December 31, 2004, in addition to office and other properties which are
adjacent to our retail centers, we owned and managed the following office and
other properties:

COMMUNITY DEVELOPMENT SEGMENT

In conjunction with the TRC Merger, we acquired master-planned communities. We
develop and sell land in these communities to builders and other developers for
residential, commercial and other uses. We may also develop some of this land
for our own purposes. These master-planned communities are as follows:

- - Columbia is located in the Baltimore, Maryland/Washington, D.C. corridor and
encompasses approximately 18,000 acres. We own approximately 716 saleable
acres of land in and around Columbia, including the adjacent communities of
Emerson and Stone Lake.

- - Summerlin is located immediately north and west of Las Vegas and encompasses
approximately 22,500 acres. We own approximately 6,900 saleable acres of land
in Summerlin. We develop and sell land to builders and other developers for
residential commercial and other uses. We may also develop some of this land
for our own purposes.

- - Bridgelands is located in the western Houston, Texas metropolitan area and
encompasses approximately 10,000 acres. TRC began development activities on
Bridgelands in 2004 and we expect to begin selling portions of this land in
2005.

- - We also own certain office buildings and a 52.5% economic interest in The
Woodlands, a master-planned community in the Houston, Texas metropolitan area.
Assets owned by The Woodlands include approximately 7,600 saleable acres of
land, three golf course complexes, a resort conference center, a hotel,
interests in seven office buildings and other assets.

- - Fairwood is located in Prince George's County, Maryland. Fairwood contains
over 1,000 acres of unimproved land. TRC began sales at this community in
2004.

OTHER

COMPETITION

In our Retail and Other segment, business is continually evolving and requires
the ongoing re-evaluation of our approach to center management and leasing. Our
strategies to increase stockholder value and cash flow include the integration
of mass merchandise retailers with traditional department stores, specialty
leasing, the inclusion of entertainment-oriented tenants, proactive property
management and leasing (including revisions to the mix of tenants at a center),
operating cost reductions including those resulting from economies of scale,
strategic expansions, redevelopments, capital reinvestment and acquisitions, and
selective new shopping center developments and concepts. Management believes
that these approaches should enable us to operate and grow successfully in
today's highly-competitive environment.

6

The nature and extent of competition varies from property to property. The
properties in the Retail Portfolio compete with numerous shopping alternatives
in seeking to attract retailers to lease space as retailers themselves face
increasing competition from discount shopping centers, outlet malls, strip,
power and lifestyle centers, discount shopping clubs, direct mail, internet
sales and telemarketing. Each of our office and other properties competes for
tenants in the markets in which they operate. We believe that the office and
other properties we own in our master-planned communities are attractive in
relation to competing properties because they are concentrated in the commercial
centers of these communities. We believe the office components of our major
mixed-use properties are desirable to prospective tenants due to their quality
and downtown locations.

In our Community Development segment, we compete with other landholders in the
Baltimore-Washington, Las Vegas and Houston markets. Significant factors
affecting our competition in this business include:

- - The size and scope of our master-planned communities

- - The recreational and cultural amenities available within the communities

- - The commercial centers in the communities

- - The relationships of the developer with homebuilders

We believe our community development projects offer significant advantages when
viewed against these criteria.

Environmental Matters

Under various Federal, state and local laws and regulations, an owner of real
estate is liable for the costs of removal or remediation of certain hazardous or
toxic substances on such real estate. These laws often impose such liability
without regard to whether the owner knew of, or was responsible for, the
presence of such hazardous or toxic substances. The costs of remediation or
removal of such substances may be substantial, and the presence of such
substances, or the failure to promptly remediate such substances, may adversely
affect the owner's ability to sell such real estate or to borrow using such real
estate as collateral. In connection with its ownership and operation of our
properties, we, or the relevant property venture through which the property is
owned, may be potentially liable for such costs.

Substantially all of our properties have been subject to environmental
assessments, which are intended to discover information regarding, and to
evaluate the environmental condition of, the surveyed and surrounding
properties. The Phase I environmental assessments included a historical review,
a public records review, a preliminary investigation of the site and surrounding
properties, screening for the presence of asbestos, polychlorinated biphenyls
("PCBs") and underground storage tanks and the preparation and issuance of a
written report, but do not include soil sampling or subsurface investigations. A
Phase II assessment, when necessary, was conducted to further investigate any
issues raised by the Phase I assessment. In each case where Phase I and/or Phase
II assessments resulted in specific recommendations for remedial actions
required by law, management has either taken or scheduled the recommended
action.

Neither the Phase I nor the Phase II assessments have revealed any environmental
liability that we believe would have a material effect on our overall business,
assets or results of operations, nor are we aware of the existence of any such
liability. Nevertheless, it is possible that these assessments do not reveal all
environmental liabilities or that there are material environmental liabilities
of which we are unaware. Moreover, no assurances can be given that future laws,
ordinances or regulations will not impose any material environmental liability
or the current environmental condition of our properties will not be adversely
affected by tenants and occupants of the properties, by the condition of
properties in the vicinity of our properties (such as the presence on such
properties of underground storage tanks) or by third parties unrelated to us.

In 2002, the President and Congress approved the Yucca Mountain site in Nevada
for development of a repository site for highly radioactive materials. Yucca
Mountain is located approximately 100 miles from Las Vegas. For the project to
proceed, other approvals are necessary, including a license from the U.S.
Nuclear Regulatory Commission or NRC. The Department of Energy's 2003 Strategic
Plan, dated September 30,
7

2003, listed the licensing, construction and operation of the repository site at
Yucca Mountain by 2010 as a major goal. In July 2004, the United States Court of
Appeals for the D.C. Circuit rejected a number of challenges brought by the
State of Nevada, local governmental units, environmental groups and trade
associations with respect to the proposed Yucca Mountain repository and
invalidated a portion of the EPA's and NRC's regulations governing the proposed
repository.

Future development opportunities may require additional capital and other
expenditures in order to comply with Federal, state and local statutes and
regulations relating to the protection of the environment. It is impossible at
this time to predict with any certainty the magnitude of any such expenditures
or the long-range effect, if any, on our operations. Compliance with such laws
has had no material adverse effect on our operating results or competitive
position in the past.

Employees

As of March 1, 2005, we had approximately 5,200 employees.

Insurance

We have comprehensive liability, fire, flood, earthquake, terrorist, extended
coverage and rental loss insurance with respect to our properties. Our
management believes that all of our properties are adequately covered by
insurance.

Qualification as a Real Estate Investment Trust and Taxability of Distributions

General Growth currently qualifies as a real estate investment trust pursuant to
the requirements contained in Sections 856-858 of the Internal Revenue Code of
1986, as amended (the "Code"). If, as General Growth contemplates, such
qualification continues, General Growth will not be taxed on its real estate
investment trust taxable income. During 2004, General Growth distributed (or was
deemed to have distributed) 100% of its taxable income to its preferred and
common stockholders as detailed in the following table:

- ---------------

* All outstanding preferred shares of General Growth were redeemed in 2003 (Note
1).

Available Information

We make available free of charge through our website at www.generalgrowth.com
all reports electronically filed with, or furnished to, the Securities and
Exchange Commission (the "SEC"), including our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any
amendments to those filings, as soon as reasonably practicable after those
documents are filed with, or furnished to, the SEC. These filings are also
accessible on the SEC's website at www.sec.gov. We also make available free of
charge through our website our Corporate Governance Guidelines, our Code of
Business Conduct and Ethics (including any waivers of the code granted to our
Chairman, Chief Executive Officer,

8

Chief Financial Officer or directors) and our charters of the Audit,
Compensation and Nominating & Governance committees of our Board of Directors.

All of these documents are also available without charge to any person who
requests them in writing to:

General Growth Properties, Inc.
Attn: David Lozano
Investor Relations Coordinator
110 North Wacker Drive
Chicago, Illinois 60606

ITEM 2. PROPERTIES

Our investment in real estate as of December 31, 2004, consisted of our
interests in the properties in our Retail and Other and Community Development
segments. In most cases, we also own the land underlying the retail properties,
however, at certain of the properties, all or part of the underlying land is
owned by a third party that leases the land to us pursuant to a long-term ground
lease. The leases generally contain various purchase options available to us and
typically provide for a right of first refusal in favor of us in the event of a
proposed sale of the property by the landlord. Information regarding
encumbrances on these properties is included in Schedule III of this Annual
Report.

The following tables set forth certain information regarding the Consolidated
Properties and the Unconsolidated Properties in our Retail Portfolio as of
December 31, 2004. Anchors include all stores with GLA greater than 30,000
square feet. To the extent a Retail Property does not have any Anchor space,
significant tenants have been included in this list.

CONSOLIDATED RETAIL PROPERTIES

- ---------------

(1) In certain cases, where a center's location is part of a larger metropolitan
area, the metropolitan area is identified in parentheses.

(2) Includes square footage added in redevelopment/expansion projects.

(3) Anchor vacancy is not applicable for certain smaller strip mall, community
center or free-standing properties in which tenants are not defined as
anchors.

(4) Property subject to a ground lease.

(5) Owned in a joint venture with independent, non-controlling minority
investors.

(6) Owned in a joint venture with affiliate of one of the Anchor stores with a
25% minority ownership interest.

(7) Owned by the Spokane Valley Mall joint venture described in (5) above.

(8) Bass Pro lease was signed and the store is expected to open in early 2005.

(9) Includes Ward Entertainment Center, Ward Warehouse, Ward Village and Village
Shops.

UNCONSOLIDATED RETAIL PROPERTIES

- ---------------

(1) In certain cases where a center's location is part of a larger metropolitan
area, the metropolitan area is identified in parenthesis.

(2) Includes square footage added in redevelopment/expansion projects.

(3) Anchor vacancy is not applicable for certain smaller strip mall, community
center or free-standing properties in which tenants are not defined as
Anchors.

(4) Property subject to a ground lease.

(5) AMC 15 is scheduled to open in August 2005.

LEASING

The following schedule shows Mall Store scheduled lease expirations in our
Retail Portfolio over the next five years.

- ---------------

(1) Excludes Anchors and tenants paying percentage rent in lieu of base minimum
rent.

(2) Expirations at share reflect our direct or indirect ownership interest in a
joint venture. We believe that the presentation of this data for the
Unconsolidated Real Estate Affiliates provides additional operational
information that aids in the evaluation of our earnings from such
Unconsolidated Real Estate Affiliates.

Combined occupancy for Consolidated Properties and Unconsolidated Properties as
of December 31, 2004 was 92.1%.

ANCHORS

Anchors have traditionally been a major component of a regional shopping center.
Although certain of the properties in the Retail Portfolio have Anchors or
significant tenants other than department stores, Anchors are frequently
department stores whose merchandise appeals to a broad range of shoppers.
Anchors generally either own their stores, the land under them and adjacent
parking areas, or enter into long-term leases at rates that are generally lower
than the rents charged to Mall Store tenants. The centers in the Retail
Portfolio receive a smaller percentage of their operating income from Anchors
than from Mall Stores. While the market share of traditional department store
Anchors has been declining, strong Anchors continue to play an important role in
maintaining customer traffic and making the centers in the Retail Portfolio
desirable locations for Mall Store tenants.

The following table indicates the parent company of each Anchor and sets forth
the number of stores and square feet owned or leased by each Anchor in the
Retail Portfolio as of December 31, 2004.

- ---------------

(1) Kmart/Sears merger expected to close in March 2005.

(2) May Department Stores Company and Federated Department Stores, Inc.
announced a merger agreement in February 2005 with a closing expected in
third quarter 2005. We have 19 properties with both a May and a Federated
Anchor.

NON-RETAIL PROPERTIES

See Item 1 "Narrative Description of Business" for information regarding our
Office Portfolio and our Community Development segment.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any material litigation nor, to our knowledge,
is any material litigation currently threatened against us, the properties or
any of the Unconsolidated Real Estate Affiliates. For information about certain
environmental matters, see "Item 1 -- Business -- Environmental Matters."

24

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of General Growth's stockholders during the
fourth quarter of 2004.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on the New York Stock Exchange ("NYSE") and trades
under the symbol "GGP". As of March 4, 2005, 237,554,681 outstanding shares of
common stock were held by approximately 2,442 stockholders of record. The
closing price per share of our common stock on the NYSE on March 4, 2005, was
$35.68 per share.

On November 20, 2003, our stockholders approved a three-for-one stock split
which was effective December 5, 2003. All share and per share information is
presented on a post-split basis.

The following table summarizes the quarterly high and low sales prices per share
of our common stock as reported by the NYSE.

25

The following table summarizes quarterly distributions per share of our common
stock.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data which is derived from,
and should be read in conjunction with, the Consolidated Financial Statements
and the related Notes and Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in this Annual Report.

Results for 2003 and 2002 have been restated to reflect the reclassification of
disposed properties to discontinued operations (Note 4).

- ---------------

(1) Funds from Operations ("FFO" as defined below) does not represent cash flow
from operations as defined by Generally Accepted Accounting Principles
("GAAP"), should not be considered as an alternative to GAAP net income and
is not necessarily indicative of cash available to fund all cash
requirements. See also "Reconciliation of FFO to Net Income Available to
Common Stockholders".

FUNDS FROM OPERATIONS

Consistent with real estate industry and investment community practices, we use
Funds From Operations ("FFO") as a supplemental measure of our operating
performance. The National Association of Real Estate Investment Trusts
("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP),
excluding gains or losses from cumulative effects of accounting changes,
extraordinary items and sales of properties, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures.

We consider FFO a useful supplemental measure for equity REITs and a complement
to GAAP measures because it facilitates an understanding of the operating
performance of our properties. FFO does not include

27

real estate depreciation and amortization required by GAAP since these amounts
are computed to allocate the cost of a property over its useful life. Since
values for well-maintained real estate assets have historically increased or
decreased based upon prevailing market conditions, we believe that FFO provides
investors with a clearer view of our operating performance.

In order to provide a better understanding of the relationship between FFO and
GAAP net income available to common stock-holders, a reconciliation of FFO to
net income has been provided. FFO does not represent cash flow from operations
as defined by GAAP, should not be considered as an alternative to GAAP net
income and is not necessarily indicative of cash available to fund all cash
requirements.

RECONCILIATION OF FFO TO NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

All references to numbered Notes are to specific footnotes to our Consolidated
Financial Statements included in this Annual Report and which descriptions are
incorporated into the applicable response by reference. The following discussion
should be read in conjunction with such Consolidated Financial Statements and
related Notes. Capitalized terms used, but not defined, in this Management's
Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") have the same meanings as in such Notes.

OVERVIEW

Our primary business is the ownership, management, leasing and development of
retail and office rental property. We also develop and sell land for
residential, commercial and other uses primarily in master-planned communities.
We strive to increase cash flow and net income by acquiring, developing,
renovating and managing retail rental property in major and middle markets
throughout the United States.

Our business strategy includes selectively making strategic acquisitions to
enhance the yields of the acquired properties through subsequent proactive
property management and leasing (including tenant remerchandising), operating
cost reductions, physical expansions, redevelopments and capital reinvestment.
Some of the actions that we take to increase productivity include changing the
tenant mix, adding vendor carts or kiosks and even full expansions or
renovations of centers. Acquisitions have included single centers, privately
held portfolios and public-to-public purchases such as TRC for $14.3 billion in
November 2004. During 2004, we acquired TRC, 100% interests in five retail
properties, the remaining 50% interest in one retail property, a 50% interest in
two retail properties, a 33 1/3% ownership interest in a property to be
developed in Costa Rica and a

28

50% interest in a joint venture owning interests in two operating retail
properties, a property management company and a property to be developed in
Brazil, all for an aggregate consideration of approximately $16.1 billion.
During 2003, we acquired 100% interests in 10 retail properties and additional
ownership interests in seven retail properties, for total consideration of
approximately $2.0 billion. The continued acquisition of property is the most
significant factor in overall increases from year to year in our cash flow and
net income.

The expansion and renovation of a property also results in increased cash flows
and net income as a result of increased customer traffic, trade area penetration
and improved competitive position of the property. As of December 31, 2004, we
had 21 major approved redevelopment projects underway (each with budgeted
projected expenditures, at our ownership share, in excess of $10 million) for a
total forecasted cost of approximately $1.0 billion (including our ownership
share of Unconsolidated Properties).

In addition to property redevelopment, we also develop retail centers from the
ground-up. In August 2004, we completed the ground-up development of Jordan
Creek Town Center in West Des Moines, Iowa. The center, costing approximately
$175 million, is a 1.9 million square foot enclosed regional shopping mall with
three anchor stores, a hotel and an amphitheater. We have 12 other potential new
development projects that are projected to open in 2006, 2007 and 2008.

Our Community Development segment includes the development and sale of
residential and commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas and Summerlin, Nevada. We develop and sell
finished and undeveloped land in such communities to builders and other
developers for residential, commercial and other uses.

We believe that the most significant operating factor affecting incremental cash
flow and net income is increased rents (either base rental revenue or overage
rents) earned from tenants at our properties. These rental revenue increases are
primarily achieved by:

- - Renewing expiring leases and re-leasing existing space at rates higher than
expiring or existing rates. Average annual new/renewal lease rates at our
consolidated properties for 2004 (excluding 2004 acquisitions) were $33.53 per
square foot, $.82 per square foot higher than the average annualized in place
rent per square foot and $7.84 per square foot higher than the average rent
per square foot for leases which expired in 2004 (excluding 2004
acquisitions). Lease durations for in-line specialty stores typically average
close to ten years. As a result, many leases that are expiring now were signed
in the early to mid 1990's during a challenging retail environment. As a
result, we expect lease spreads to continue to expand.

- - Increasing occupancy at the properties so that more space is generating rent.
Space leased at properties which are not under redevelopment was 92.1 percent
at December 31, 2004, a 9 basis point increase over 91.2 percent at December
31, 2003.

- - Increased tenant sales in which we participate through overage rents. Tenant
sales per square foot at our Consolidated Properties increased 19 percent over
2003 to $402 per square foot primarily due to our focus on acquisitions of
premier properties with high productivity, including TRCLP, as well as our
focus on operating income growth through aggressive management,
remerchandising and reinvestment.

29

The following table summarizes additional operating statistics for our
Consolidated Properties as well as properties which are owned through joint
venture arrangements and unconsolidated for GAAP purposes (the "Unconsolidated
Properties"). We provide on-site management and other services to substantially
all of the Unconsolidated Properties. Because the management operating
philosophies and strategies are generally the same whether the properties are
consolidated or unconsolidated, we believe that financial information and
operating statistics with respect to all properties, both consolidated and
unconsolidated, provide important insights into our operating results, including
the relative size and significance of these elements of our overall operations.
Collectively, we refer to our Consolidated and Unconsolidated Properties as our
"Company Portfolio."

- ---------------

(a) Data is for 100% of the Mall GLA in each portfolio, including those
properties that are owned in part by unconsolidated affiliates. Data
excludes properties currently being redeveloped and/or remerchandised and
miscellaneous (non-mall) properties.

(b) Data presented in the column "Company Portfolio" are weighted average
amounts.

(c) Due to tenant sales reporting timelines, data presented is as of November
2004.

We use the following terms in this Annual Report:

- - Anchor -- a department store or other large retail store with gross leaseable
area greater than 30,000 square feet

- - Freestanding GLA -- gross leaseable area of freestanding retail stores in
locations that are not attached to the primary complex of buildings that
comprise a shopping center

- - GLA -- gross leaseable retail space, including Anchors and all other leaseable
areas

- - Mall GLA -- gross leaseable retail space, excluding both Anchors and
Freestanding GLA

- - Mall Stores -- stores (other than Anchors) that are typically specialty
retailers who lease space in the structure including, or attached to, the
primary complex of buildings that comprise a shopping center

- - Total Mall Stores sales -- the gross revenue from product sales to customers
generated by the Mall Stores.

We believe changes in interest rates are the most significant external factor
affecting our cash flows and net income. As detailed in our discussion of
economic conditions and market risk, interest rates have risen in recent months
and could continue to rise in future months, which could adversely impact our
future cash flow and net income.

We have not included trends in Funds From Operations ("FFO") as defined by The
National Association of Real Estate Investment Trusts ("NAREIT") in this MD&A,
as FFO, under current SEC reporting guidelines, can only be considered a
supplemental measure of our operating performance.

30

SEASONALITY

Both our Retail and Other segment and our tenants' businesses are seasonal in
nature. Our tenants' stores typically achieve higher sales levels during the
fourth quarter because of the holiday selling season, and with lesser, though
still significant, sales fluctuations associated with the Easter holiday and
back-to-school events. Although we have a year-long temporary leasing program, a
significant portion of the rents received from short-term tenants are collected
during the months of November and December. In addition, the majority of our
tenants have December or January lease years for purposes of calculating annual
overage rent amounts. Accordingly, overage rent thresholds are most commonly
achieved in the fourth quarter. As a result, occupancy levels and revenue
production are generally highest in the fourth quarter of each year.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. For example, significant
estimates and assumptions have been made with respect to useful lives of assets,
capitalization of development and leasing costs, recoverable amounts of
receivables and deferred taxes, initial valuations and related amortization
periods of deferred costs and intangibles, particularly with respect to property
acquisitions. Actual results could differ from those estimates.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those that are both significant to the overall
presentation of our financial condition and results of operations and require
management to make difficult, complex or subjective judgments. Our critical
accounting policies are those applicable to the following:

Initial Valuations and Estimated Useful Lives or Amortization Periods for
Property and Intangibles. When we acquire a property, we make an initial
assessment of the initial valuation and composition of the assets acquired and
liabilities assumed. These assessments consider fair values of the respective
assets and liabilities and are primarily determined based on estimated future
cash flows using appropriate discount and capitalization rates, but may also be
based on independent appraisals or other market data. The estimated future cash
flows that are used for this analysis reflect the historical operations of the
property, known trends and changes expected in current market and economic
conditions which would impact the property's operations, and our plans for such
property. These estimates are particularly important as they are used for the
allocation of purchase price between depreciable and non-depreciable real estate
and other identifiable intangibles including above, below and at-market leases.
As a result, the impact of these estimates on our operations could be
substantial.

Significant differences in annual depreciation or amortization expense may
result from the differing amortization periods related to such purchased assets
and liabilities. For example, during 2004 we completed acquisitions which
increased land by $1.5 billion, buildings and equipment by $9.8 billion and
investment land and land held for development and sale by $1.6 billion.
Buildings and equipment and other purchased intangible assets, net of
identifiable purchased intangible liabilities, will be depreciated or amortized
over estimated useful lives of five to forty-five years. Land and investment
land and land held for development and sale are not depreciated, however, the
carrying value of investment land and land held for development and sale will
affect the gain/loss recognized on the sale of such land.

Events or changes in circumstances concerning a property may occur which could
indicate that the carrying values or amortization periods of the assets and
liabilities may require adjustment. The resulting recovery analysis also depends
on an analysis of future cash flows to be generated from a property's assets and
liabilities. Changes in our overall plans (for example, the extent and nature of
a proposed redevelopment of a property) and our views on current market and
economic conditions may have a significant impact on the resulting estimated
future cash flows of a property that are analyzed for these purposes.

31

Recoverable Amounts of Receivables and Deferred Taxes. We make periodic
assessments of the collectibility of receivables (including those resulting from
the difference between rental revenue recognized and rents currently due from
tenants) and the recoverability of deferred taxes based on a specific review of
the risk of loss on specific accounts or amounts. The receivable analysis places
particular emphasis on past-due accounts and considers the nature and age of the
receivables, the payment history and financial condition of the payee, the basis
for any disputes or negotiations with the payee and other information which may
impact collectibility. For straight-line rents, the analysis considers the
probability of collection of the unbilled deferred rent receivable given our
experience regarding such amounts. For deferred taxes, an assessment of the
recoverability of the current tax asset considers the current expiration periods
of the prior net operating loss carryforwards and the estimated future taxable
income of our taxable REIT subsidiaries. The resulting estimates of any
allowance or reserve related to the recovery of these items is subject to
revision as these factors change and is sensitive to the effects of economic and
market conditions on such payees and our taxable REIT subsidiaries.

Capitalization of Development and Leasing Costs. We capitalize the costs of
development and leasing activities of our properties. These costs are incurred
both at the property location and at the regional and corporate office level.
The amount of capitalization depends, in part, on the identification and
justifiable allocation of certain activities to specific projects and leases.
Differences in methodologies of cost identification and documentation, as well
as differing assumptions as to the time incurred on projects, can yield
significant differences in the amounts capitalized.

ACQUISITIONS

Acquisitions were as follows:

- ---------------

(1) Total commitment of $12.2 million

(2) Total commitment of $32.0 million

(3) Additional funding, including for those acquisitions for which a specific
and separate loan was not obtained, was paid from cash on hand or proceeds
from borrowings under our credit facilities.

RESULTS OF OPERATIONS

GENERAL

Our revenues are primarily received from tenants in the form of fixed minimum
rents, overage rents and recoveries of operating expenses. Our consolidated
results of operations are also impacted by acquisitions. For additional
information regarding our acquisitions, see the table above and Note 3.

33

Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003

Acquisitions were the main reason for the increases in the table below which
compares major revenue and expense items for the years ended December 31, 2004
and 2003.

Substantially all of the increase in total revenues was the result of
acquisitions.

Minimum rents and tenant recoveries increased primarily as a result of
acquisitions. Minimum rents also include the effect of above and below-market
lease rent accretion pursuant to SFAS 141 and 142 (Note 2) of $27.6 million in
2004 and $16.6 million in 2003. Overage rents increased $15.6 million as a
result of acquisitions and $3.6 million as a result of higher tenant sales,
especially at Ala Moana Center.

The increase in land sales revenues and land sales operations expenses, both
which are included in our Community Development segment, is the result of the
TRC Merger.

Management and other fees declined as a result of joint venture partnership
interest acquisitions. We acquired the remaining 49% interest in GGP/Ivanhoe III
from our joint venture partner in July 2003 and the remaining 50% interest in
Town East in March 2004. As these joint ventures are now consolidated in our
results of operations, GGMI no longer receives a management fee from these
properties. These decreases were partially offset by increased development fees
resulting from renovations at certain of our Unconsolidated Properties.

Total expenses, including depreciation and amortization, increased primarily as
a result of acquisitions.

Real estate taxes increased $37.2 million as a result of acquisitions and $2.8
million as a result of increased property taxes at certain of our properties.
Repairs and maintenance increased $39.5 million due to acquisitions and $3.1
million primarily due to miscellaneous increases across substantially all
properties and to the opening of Jordan Creek Town Center in August 2004.
Property operating costs increased $66.4 million as a result of acquisitions and
decreased $12.1 million as a result of lower operating costs at substantially
all properties. Real estate taxes, repairs and maintenance and other property
operating expenses are generally recoverable from tenants and the increases in
these expenses are generally consistent with the increase in tenant recovery
revenues.

Marketing expenses increased primarily due to acquisitions. Depreciation and
amortization increased $107.2 million as a result of acquisitions and $28.2
million as a result of additional depreciation on completed developments and
other capitalized building and equipment costs.

34

Property management and other costs decreased primarily as a result of lower
costs in 2004 as the TSOs granted in 2002 vested in 2003 and there were no other
previous groups of TSO grants that vested in 2004.

Interest expense increased $173.8 million as a result of increased debt
associated with acquisitions and $19.8 million as a result of higher debt levels
primarily as a result of redevelopments and other working capital requirements.
Interest expense also includes debt extinguishment costs of $15.9 million in
2004 and $2.5 million in 2003. This increase is primarily due to the write-off
of unamortized deferred finance costs related to debt which was repaid in
conjunction with the TRC Merger.

Equity in income of unconsolidated affiliates decreased primarily due to
acquisition of controlling interests in joint ventures. We acquired the
remaining 49% interest in GGP/Ivanhoe III from our joint venture partner in July
2003 and the remaining 50% interest in Town East in March 2004. As a result,
these joint ventures are now consolidated in our results of operations. These
decreases were partially offset by increases resulting from the acquisition of
interests in the Riverchase and GGP/NIG Brazil joint ventures in 2004.

Comparison of Year Ended December 31, 2003 to Year Ended December 31, 2002

Acquisitions were the main reason for the increases in the table below which
compares major revenue and expense items for the years ended December 31, 2003
and 2002.

Acquisitions accounted for approximately $249.5 million of the $289.4 million
increase in total revenues.

Minimum rents increased $151.8 million as a result of acquisitions and $42.0
million due to additional rents from higher occupancies, higher base rents from
lease renewals, as well as increased specialty leasing activities. Included in
minimum rents is the effect of below-market lease rent accretion pursuant to
SFAS 141 and 142 (Note 2) of $16.6 million in 2003 and $4.6 million in 2002.

Tenant recoveries increased $70.5 million due to acquisitions and $6.6 million
due to increased recoverable operating costs.

Overage rents increased primarily as a result of acquisitions. The increase in
management and other fees was primarily due to increases in acquisition,
financing, leasing and development fees at GGMI, the components of which are
discussed below.

Acquisitions accounted for $117.9 million of the $168.5 million increase in
total expenses, including depreciation and amortization.

35

Real estate taxes increased $21.6 million due to acquisitions and $6.0 million
due to reassessments and increased real estate tax rates at the properties. The
increase in repairs and maintenance was substantially due to acquisitions. Real
estate taxes, repairs and maintenance and other property operating expenses are
generally recoverable from tenants and the increases in these expenses are
generally consistent with the increase in tenant recovery revenues.

Other property operating costs increased $29.3 million as a result of
acquisitions, $7.5 million due to increases in insurance costs and $5.5 million
due to increases in net payroll costs including approximately $3.1 million in
incremental compensation expenses recognized in 2003 over 2002 due to the
vesting of certain of our TSOs as described in Note 10.

The increase in management and other fees and property management and other
costs was primarily due to increased fees and expenses related to late 2003
acquisition activity of the Unconsolidated Real Estate Affiliates. Third party
management fees and expenses were generally comparable between the two years.

Acquisitions accounted for $41.5 million of the $51.2 million increase in
depreciation and amortization. The increase in interest expense, including
amortization of deferred financing costs, due to the loans and financings
related to acquisitions, was $48.6 million. Interest rates were generally stable
during 2003 but certain reductions in interest expense were achieved through the
refinancing of existing higher rate mortgage debt.

The increase in equity in income of unconsolidated affiliates in 2003 was
primarily due to an increase in our equity in the income of GGP/Teachers which
resulted in an increase of approximately $14.2 million. This increase is due to
a full year of operations being reflected in 2003 versus only four months in
2002 as GGP/ Teachers was formed in August 2002. In addition, our equity in the
income of GGP/Homart II increased approximately $7.2 million, primarily as a
result of the acquisition of Glendale Galleria and First Colony Mall during the
fourth quarter of 2002. These increases were partially offset by the acquisition
of the 49% ownership interest in GGP Ivanhoe III in July 2003 which caused the
operations of GGP Ivanhoe III to be fully consolidated for the remaining six
months of 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our primary uses and sources of cash are as follows:

As of December 31, 2004, we had consolidated debt of approximately $20.3
billion, of which approximately $11.8 billion bears interest at fixed rates
(after taking into effect certain interest rate swap agreements) and

36

approximately $8.5 billion bears interest at variable rates. In addition, our
Unconsolidated Real Estate Affiliates have mortgage loans of which our allocable
portion based on our respective ownership percentages is approximately $2.8
billion, including $2.1 billion which bears interest at fixed rates (after
taking into effect certain interest rate swap agreements) and $0.7 billion which
bears interest at variable rates. We intend to reduce the percentage of
variable-rate debt to total debt throughout 2005 and 2006 until it returns to
levels maintained before the TRC Merger. See also Item 7A of this Annual Report
for additional information regarding the impact of interest rate fluctuations.

Except in instances where certain Consolidated Properties are
cross-collateralized with the Unconsolidated Properties or we have retained a
portion of the debt of a property when it was contributed to an Unconsolidated
Real Estate Affiliate, we have not otherwise guaranteed the debt of the
Unconsolidated Real Estate Affiliates.

Our net cash flows were as follows:

Substantially all of the changes were the result of acquisitions.

TRC MERGER FINANCING

Funding for the TRC Merger is summarized as follows:

37

2004 CREDIT FACILITY

The significant terms of the notes comprising the 2004 Credit Facility are as
follows:

We have the ability to extend the maturity of up to $600 million of the bridge
loan for an additional six months. Principal repayment of the three-year $3.65
billion term loan begins in November 2005 with semi-annual payments in 2006,
quarterly payments in 2007 and a final $1.775 billion payment in November 2007.
Principal repayment of the four-year $2 billion term loan begins in March 2005
with quarterly payments through September 2008 and a final $1.925 billion
payment in November 2008. The credit agreement bears interest at a
weighted-average rate of LIBOR plus approximately 2.22 percent as of December
31, 2004.

It is our current intention to repay the 2004 Credit Facility prior to maturity.
Funds required for this repayment are expected to come from a variety of sources
which may include any or all of the following:

- - Increased cash flow from new and existing properties, including the Community
Development segment

- - Refinancing low loan-to-value mortgages on existing properties

- - Placing mortgages on currently unencumbered properties, including the
Community Development segment

- - Selective asset sales of office properties

- - Strategic joint ventures

- - Equity issuances

We are generally required to apply the net proceeds of future mortgage
financings and refinancings, sales of equity, and asset dispositions (including
by casualty or condemnation) toward prepayment of the credit agreement in
accordance with various priorities set out in the credit agreement. Exceptions
to this requirement include capital expenditures, $500 million annually per our
written request to the lenders and other items. The credit agreement is secured
by a pledge of the Operating Partnership's ownership interest in TRCLP and in
GGPLP L.L.C and also by a pledge of the interest in an operating account in
which we will deposit any distributions the Operating Partnership receives from
our interests in the TRCLP companies.

During the term of the facility, we are subject to customary affirmative and
negative covenants including limitations on indebtedness, a fixed charge
coverage ratio and debt to equity levels. We do not believe these covenants
create material limitations on our liquidity or our ability to conduct our
business. Upon the occurrence of an event of default contained in the credit
agreement, the lenders under the facilities will have the option of declaring
immediately due and payable all amounts outstanding under the agreement. The
credit agreement contains events of default including failure to maintain our
status as a REIT under the Internal Revenue Code, failure to remain listed on
the New York Stock Exchange and such customary events as nonpayment of
principal, interest, fees or other amounts, breach of representations and
warranties, breach of covenant, cross-default to other indebtedness and certain
bankruptcy events.

WARRANT OFFERING

On November 17, 2004, we sold 15.9 million shares of our common stock for $32.23
per share pursuant to a warrant offering.

38

CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS

The following table aggregates our contractual cash obligations and commitments
subsequent to December 31, 2004:

- ---------------

(1) Excludes non-cash purchase accounting adjustments.

(2) Reflects $250 million related to the Palazzo (Note 3) and $30 million
related to a commitment to purchase Whaler's Village, a shopping center on
the island of Maui, Hawaii. We have also committed to invest $17.7 million
in joint ventures in Costa Rica and Brazil.

(3) Reflects accrued and incurred construction costs payable. Routine trade
payables have been excluded. Other construction costs related to current
redevelopment and development projects are currently expected to be
approximately $774.6 million for consolidated properties and $297.4 for
unconsolidated properties.

(4) Other long-term liabilities related to interest expense on long-term debt or
ongoing real estate taxes have not been included in the table as such
amounts depend upon future amounts outstanding and future applicable real
estate tax and interest rates. Interest expense was $472.2 million in 2004,
$278.5 million in 2003 and $219.0 million in 2002. Real estate tax expense
was $128.3 million in 2004, $88.3 million in 2003 and $60.7 million in 2002.

We anticipate that all of our debt will be repaid or refinanced on or prior to
maturity. Other than as described above or in conjunction with possible future
new developments or acquisitions, there are no current plans to incur additional
debt, increase the amounts available under our credit facilities or raise equity
capital.

We have established certain special purpose entities, primarily to facilitate
financing arrangements. Such special purpose entities are either fully
consolidated in the accompanying consolidated financial statements or are not
owned or consolidated and we have no fixed or contingent obligations with
respect to such unconsolidated entities.

If additional capital is required for any of the above listed obligations or for
other purposes, we believe that we can increase the amounts drawn or available
under our credit facilities, obtain new revolving credit facilities, obtain an
interim bank loan, obtain additional mortgage financing on under-leveraged or
unencumbered assets, enter into new joint venture partnership arrangements or
raise additional debt or equity capital. However, there can be no assurance that
we can obtain such financing on satisfactory terms. We will continue to monitor
our capital structure, investigate potential investments or joint venture
partnership arrangements and purchase additional properties if they can be
acquired and financed on terms that we reasonably believe will enhance long-term
stockholder value. In addition, we anticipate that we will continue our current
practice of initially financing acquisitions with variable-rate debt. When the
acquired property operating cash flow has been increased, we anticipate
refinancing portions of such variable-rate acquisition debt with pooled or
property-specific, non-recourse fixed-rate mortgage financing. Such replacement
financing, if based on increased property cash flow, should yield increased
refinancing proceeds or other more favorable financing terms.

TRC acquired Summerlin, a master-planned community in suburban Las Vegas,
Nevada, in the acquisition of The Hughes Corporation ("Hughes") in 1996. In
connection with the acquisition of Hughes, TRC entered

39

into a Contingent Stock Agreement ("CSA") for the benefit of the former Hughes
owners or their successors ("beneficiaries"). Under terms of the CSA, shares of
common stock are issuable to the beneficiaries based on the appraised values of
defined asset groups, including Summerlin, at specified termination dates to
2009 and/or cash flows from the development and/or sale of those assets prior to
the termination dates. Subsequent to the TRC Merger, shares of our common stock
will be used to satisfy distribution requirements. We account for the
beneficiaries' share of earnings from the assets as an operating expense. We
account for any distributions to the beneficiaries as of the termination dates
related to assets we own as of the termination date as additional investments in
the related assets (that is, contingent consideration). We have filed a shelf
registration statement and reserved 4 million shares of our common stock for
issuance under the CSA. A total of 519,135 shares were issued in February 2005
pursuant to the CSA.

REIT REQUIREMENTS

In order to remain qualified as a real estate investment trust for federal
income tax purposes, we must distribute or pay tax on 100% of our capital gains
and at least 90% of our ordinary taxable income to stockholders. The following
factors, among others, will affect operating cash flow and, accordingly,
influence the decisions of the Board of Directors regarding distributions:

- - Scheduled increases in base rents of existing leases

- - Changes in minimum base rents and/or overage rents attributable to replacement
of existing leases with new or renewal leases

- - Changes in occupancy rates at existing properties and procurement of leases
for newly developed properties

- - Necessary capital improvement expenditures or debt repayments at existing
properties

- - Our share of distributions of operating cash flow generated by the
Unconsolidated Real Estate Affiliates, less management costs and debt service
on additional loans that have been or will be incurred.

- - Anticipated proceeds from sales in our Community Development segment.

We anticipate that our operating cash flow, and potential new debt or equity
from future offerings, new financings or refinancings will provide adequate
liquidity to conduct our operations, fund general and administrative expenses,
fund operating costs and interest payments and allow distributions to our
preferred and common stockholders in accordance with the requirements of the
Code.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

As described in Note 14, new accounting pronouncements have been issued which
are effective for the current or subsequent year. We do not expect a significant
impact on our financial statements due to the application of these new
statements.

ECONOMIC CONDITIONS

Inflation has been relatively low in recent years and has not had a significant
detrimental impact on us. Should inflation rates increase in the future,
substantially all of our tenant leases contain provisions designed to partially
mitigate the negative impact of inflation. Such provisions include clauses
enabling us to receive percentage rents based on tenants' gross sales, which
generally increase as prices rise, and/or escalation clauses, which generally
increase rental rates during the terms of the leases. In addition, many of the
leases expire each year which may enable us to replace or renew such expiring
leases with new leases at higher base and/or percentage rents, if rents under
the expiring leases are below the then-existing market rates. Finally, many of
the existing leases require the tenants to pay amounts related to all or
substantially all of their share of certain operating expenses, including common
area maintenance, real estate taxes and insurance, thereby partially reducing
our exposure to increases in costs and operating expenses resulting from
inflation.

Inflation also poses a risk to us due to the probability of future increases in
interest rates. Such increases would adversely impact us due to our outstanding
variable-rate debt which has increased substantially as a result of

40

the TRC Merger. We have limited our exposure to interest rate fluctuations
related to a portion of our variable-rate debt by the use of interest rate cap
and swap agreements. Finally, subject to current market conditions, we have a
policy of replacing variable-rate debt with fixed-rate debt. However, in an
increasing interest rate environment (which generally follows improved market
conditions), the fixed rates we can obtain with such replacement fixed-rate debt
will also continue to increase.

According to the National Retail Federation, 2004 was the strongest holiday
season since 1999. Despite these favorable trends, some economists remain
cautious about prospects for continued improvements in retail markets and about
future increases in interest rates. Growth in retail markets would lead to
stronger demand for leaseable space, ability to increase rents to tenants with
stronger sales performance and increased rents computed as a percentage of
tenant sales.

As of December 31, 2004 we had ownership interests in 179 regional malls
primarily in the United States. Our properties are diversified both
geographically and by property type (both major and middle market properties)
and this may mitigate the impact of any economic decline at a particular
property or in a particular region of the country. In addition, the diverse
combination of our tenants is important because no single tenant (by trade name)
comprises more than 2.79% of our annualized total rents.

FORWARD-LOOKING INFORMATION

We may make forward-looking statements in this Annual Report and in other
reports and proxy statements which we file with the SEC. In addition, our senior
management might make forward-looking statements orally to analysts, investors,
the media and others.

Forward-looking statements include:

- - Projections of our revenues, income, earnings per share, Funds From
Operations, capital expenditures, dividends, capital structure or other
financial items;

- - Descriptions of plans or objectives of our management for future operations,
including pending acquisitions;

- - Forecasts of our future economic performance; and

- - Descriptions of assumptions underlying or relating to any of the foregoing.

In this Annual Report, for example, we make forward-looking statements
discussing our expectations about:

- - Future repayment of debt, including the ratio of variable to fixed-rate debt
in our portfolio

- - Future interest rates

- - Benefits of the TRC Merger

Forward-looking statements discuss matters that are not historical facts.
Because they discuss future events or conditions, forward-looking statements
often include words such as "anticipate", "believe," "estimate," "expect,"
"intend," "plan," "project," "target," "can," "could," "may," "should," "will,"
"would" or similar expressions. Forward-looking statements should not be unduly
relied upon. They give our expectations about the future and are not guarantees.
Forward-looking statements speak only as of the date they are made and we might
not update them to reflect changes that occur after the date they are made.

There are several factors, many beyond our control, which could cause results to
differ significantly from our expectations. Some of these factors are described
below. Other factors, such as credit, market, operational, liquidity, interest
rate and other risks, are described elsewhere in this Annual Report. Any factor
described in this Annual Report could by itself, or together with one or more
other factors, adversely affect our business, results of operations or financial
condition. There are also other factors that we have not described in this
Annual Report that could cause results to differ from our expectations.

41

RISK FACTORS

RISKS RELATED TO REAL ESTATE INVESTMENTS

We invest primarily in regional mall shopping centers and other retail
properties, which are subject to a number of significant risks which are beyond
our control

Real property investments are subject to varying degrees of risk that may affect
the ability of our retail properties to generate sufficient revenues to meet
operating and other expenses, including debt service, lease payments, capital
expenditures and tenant improvements, and to make distributions to us and our
stockholders. A number of factors may decrease the income generated by a retail
property, including:

- - the regional and local economy, which may be negatively impacted by plant
closings, industry slowdowns, adverse weather conditions, natural disasters
and other factors;

- - local real estate conditions, such as an oversupply of, or a reduction in
demand for, retail space or retail goods, and the availability and
creditworthiness of current and prospective tenants;

- - perceptions by retailers or shoppers of the safety, convenience and
attractiveness of the retail property; and

- - the convenience and quality of competing retail properties and other retailing
options such as the Internet.

Income from retail properties and retail property values are also affected by
applicable laws and regulations, including tax and zoning laws, and by interest
rate levels and the availability and cost of financing.

We depend on leasing space to tenants on economically favorable terms and
collecting rent from these tenants, who may not be able to pay

Our results of operations will depend on our ability to continue to lease space
in our properties on economically favorable terms. If the sales of stores
operating in our centers decline sufficiently, tenants might be unable to pay
their existing minimum rents or expense recovery charges, since these rents and
charges would represent a higher percentage of their sales. If our tenants'
sales decline, new tenants would be less likely to be willing to pay minimum
rents as high as they would otherwise pay. In addition, as substantially all of
our income is derived from rentals of real property, our income and cash
available for distribution to our stockholders would be adversely affected if a
significant number of lessees were unable to meet their obligations to us.
During times of economic recession, these risks will increase.

Bankruptcy or store closures of tenants may decrease our revenues and available
cash

A number of companies in the retail industry, including some of our tenants,
have declared bankruptcy or voluntarily closed certain of their stores in recent
years. The bankruptcy or closure of a major tenant, particularly an Anchor
tenant, may have a material adverse effect on the retail properties affected and
the income produced by these properties and may make it substantially more
difficult to lease the remainder of the affected retail properties. Our leases
generally do not contain provisions designed to ensure the creditworthiness of
the tenant. As a result, the bankruptcy or closure of a major tenant could
result in a lower level of cash available for distribution to our stockholders.

We may be negatively impacted by department store consolidations

Department store consolidations, such as K-Mart's pending acquisition of Sears
and Federated's pending acquisition of May Department Stores, may result in the
closure of existing department stores. With respect to existing department
stores, we may be unable to re-lease this area or to re-lease it on comparable
or more favorable terms. Additionally, department store closures could result in
decreased customer traffic which could lead to decreased sales at other stores.
Rents obtained from other tenants may also be adversely impacted. Consolidations
may also negatively affect current and future development and redevelopment
projects.

42

It may be difficult to buy and sell real estate quickly, and transfer
restrictions apply to some of our mortgaged properties

Equity real estate investments are relatively illiquid, and this characteristic
tends to limit our ability to vary our portfolio promptly in response to changes
in economic or other conditions. In addition, significant expenditures
associated with each equity investment, such as mortgage payments, real estate
taxes and maintenance costs, are generally not reduced when circumstances cause
a reduction in income from the investment. If income from a property declines
while the related expenses do not decline, our income and cash available for
distribution to our stockholders would be adversely affected. A significant
portion of our properties are mortgaged to secure payment of indebtedness, and
if we were unable to meet our mortgage payments, we could lose money as a result
of foreclosure on the properties by the various mortgagees. In addition, if it
becomes necessary or desirable for us to dispose of one or more of the mortgaged
properties, we might not be able to obtain a release of the lien on the
mortgaged property without payment of the associated debt. The foreclosure of a
mortgage on a property or inability to sell a property could adversely affect
the level of cash available for distribution to our stockholders. If persons
selling properties to us wish to defer the payment of taxes on the sales
proceeds, we are likely to pay them in units of limited partnership interest in
the Operating Partnership. In transactions of this kind, we may also agree,
subject to certain exceptions, not to sell the acquired properties for
significant periods of time.

RISKS RELATED TO OUR BUSINESS

We may acquire or develop new properties, and this activity is subject to
various risks

We intend to continue to pursue development and expansion activities as
opportunities arise. In connection with any development or expansion, we will be
subject to various risks, including the following:

- - we may abandon development or expansion activities;

- - construction costs of a project may exceed original estimates or available
financing, possibly making the project unfeasible or unprofitable;

- - we may not be able to obtain financing or to refinance construction loans,
which generally have full recourse to us;

- - we may not be able to obtain zoning, occupancy or other required governmental
permits and authorizations;

- - occupancy rates and rents at a completed project may not meet projections and,
therefore, the project may not be profitable; and

- - we may need Anchor, mortgage lender and property partner approvals, if
applicable, for expansion activities.

If a development project is unsuccessful, our loss could exceed our investment
in the project.

If we are unable to manage our growth effectively, our financial condition and
results of operations may be adversely affected

We have experienced rapid growth in recent years, increasing our total
consolidated assets from approximately $1.8 billion at December 31, 1996 to
approximately $25.7 billion at December 31, 2004. We may continue this rapid
growth for the foreseeable future by acquiring or developing properties when we
believe that market circumstances and investment opportunities are attractive.
We may not, however, be able to manage our growth effectively or to maintain a
similar rate of growth in the future, and the failure to do so may have a
material adverse effect on our financial condition and results of operations.

We may incur costs to comply with environmental laws

Under various federal, state or local laws, ordinances and regulations, a
current or previous owner or operator of real estate may be required to
investigate and clean up hazardous or toxic substances released at a property,
and may be held liable to a governmental entity or to third parties for property
damage or personal injuries and for investigation and clean-up costs incurred by
the parties in connection with the contamination. These laws
43

often impose liability without regard to whether the owner or operator knew of,
or was responsible for, the release of the hazardous or toxic substances. The
presence of contamination or the failure to remediate contamination may
adversely affect the owner's ability to sell or lease real estate or to borrow
using the real estate as collateral. Other federal, state and local laws,
ordinances and regulations require abatement or removal of asbestos-containing
materials in the event of demolition or some renovations or remodeling and also
govern emissions of and exposure to asbestos fibers in the air. Federal and
state laws also regulate the operation and removal of underground storage tanks.
In connection with the ownership, operation and management of our properties, we
could be held liable for the costs of remedial action with respect to these
regulated substances or tanks or related claims.

Each of our properties has been subjected to varying degrees of environmental
assessment at various times. However, the identification of new areas of
contamination, a change in the extent or known scope of contamination or changes
in cleanup requirements could result in significant costs to us.

We are in a competitive business

There are numerous shopping facilities that compete with our properties in
attracting retailers to lease space. In addition, retailers at our properties
face continued competition from discount shopping centers, lifestyle centers,
outlet malls, wholesale and discount shopping clubs, direct mail, telemarketing,
television shopping networks and shopping via the Internet. Competition of this
type could adversely affect our revenues and cash available for distribution to
stockholders.

We compete with other major real estate investors with significant capital for
attractive investment opportunities. These competitors include other REITs,
investment banking firms and private institutional investors. This competition
has increased prices for commercial properties and may impair our ability to
make suitable property acquisitions on favorable terms in the future.

We may not be able to obtain capital to make investments

We depend primarily on external financing to fund the growth of our business.
This is because one of the requirements of the Internal Revenue Code of 1986, as
amended, which we refer to as the "Code," for a REIT generally is that it
distributes 90% of its net taxable income, excluding net capital gains, to its
stockholders. Our access to debt or equity financing depends on banks'
willingness to lend to us and on conditions in the capital markets in general.
We and other companies in the real estate industry have experienced less
favorable terms for bank loans and capital markets financing from time to time.
Although we believe, based on current market conditions, that we will be able to
finance investments we wish to make in the foreseeable future, financing might
not be available on acceptable terms or may be affected by the amount of debt we
have outstanding as a result of the TRC Merger.

Some of our potential losses may not be covered by insurance

We carry comprehensive liability, fire, flood, earthquake, terrorism, extended
coverage and rental loss insurance on all of our properties. We believe the
policy specifications and insured limits of these policies are adequate and
appropriate. There are, however, some types of losses, including lease and other
contract claims, that generally are not insured. If an uninsured loss or a loss
in excess of insured limits occurs, we could lose all or a portion of the
capital we have invested in a property, as well as the anticipated future
revenue from the property. If this happens, we might nevertheless remain
obligated for any mortgage debt or other financial obligations related to the
property.

If the Terrorism Risk Insurance Act is not extended beyond 2005, we may incur
higher insurance costs and greater difficulty in obtaining insurance which
covers terrorist-related damages. Our tenants may also experience similar
difficulties.

44

We are subject to risks that affect the general retail environment

Our concentration in the regional mall market means that we are subject to
factors that affect the retail environment generally, including the level of
consumer spending, the willingness of retailers to lease space in our shopping
centers and tenant bankruptcies. In addition, we are exposed to the risk that
terrorist activities, or the threat of such activities, may discourage consumers
from visiting our malls and impact consumer confidence.

Inflation may adversely affect our financial condition and results of operations

Should inflation rates increase in the future, we may experience any or all of
the following:

- - Tenant sales may decrease as a result of decreased consumer spending which
could result in lower percentage rents

- - We may be unable to replace or renew expiring leases with new leases at higher
base and/or percentage rents

- - We may be unable to receive reimbursement from our tenants for their share of
certain operating expenses, including common area maintenance, real estate
taxes and insurance.

Inflation also poses a potential threat to us due to the probability of future
increases in interest rates. Such increases would adversely impact us due to our
outstanding variable-rate debt as well as result in higher interest rates on new
fixed-rate debt.

RISKS RELATING TO THE TRC MERGER

We may be unable to integrate the operations of TRCLP successfully and may not
realize the full anticipated benefits of the TRC Merger

Achieving the anticipated benefits of the TRC Merger will depend in part upon
our ability to integrate the two companies' businesses in an efficient and
effective manner. Our attempt to integrate two companies that have previously
operated independently may result in significant challenges, and we may be
unable to accomplish the integration smoothly or successfully. In particular,
the necessity of coordinating geographically dispersed organizations and
addressing possible differences in corporate cultures and management
philosophies may increase the difficulties of integration. The integration will
continue to require the dedication of significant management resources, which
may temporarily distract management's attention from the day-to-day operations
of the businesses of the combined company. The process of integrating operations
may cause further interruption of, or loss of momentum in, the activities of one
or more of the combined company's businesses and the further loss of key
personnel. Employee uncertainty and lack of focus during the integration process
may also further disrupt the businesses of the combined company. In addition, we
may face difficulties integrating aspects of the combined company's business
that we have not historically focused on, such as the community development
business. Any inability of management to integrate the operations of TRCLP
successfully could have a material adverse effect on our business and financial
condition.

Limitations on the sale of the TRCLP assets may affect our cash flow

We may be restricted in our ability to dispose of certain TRCLP assets until the
ten-year period after TRC's election of REIT status expires in 2008 due to the
potential incurrence of substantial tax liabilities on such dispositions due to
applicable REIT regulations.

Representatives of the holders of interests of a contingent stock agreement have
asserted that the TRC merger is a prohibited transaction.

In connection with the acquisition of The Hughes Corporation in 1996, TRC
entered into a Contingent Stock Agreement ("CSA") under which TRC agreed to
issue a formula-based number of additional shares of TRC common stock to holders
of interests under the CSA for a period running through December 31, 2009. Under
the CSA, TRC cannot enter into a "prohibited transaction" without consent of a
majority of the interests
45

under the CSA. A "prohibited transaction" includes a merger that (1) would
render TRC or a successor incapable of, or restricted from, delivering (on a
timely basis) freely tradable and readily marketable securities comparable to
TRC common stock or (2) could reasonably be expected to have a prejudicial
effect on the holders of interests under the CSA with respect to their
non-taxable receipt of securities pursuant to the CSA.

On October 15, 2004, the representatives of the holders of interests under the
CSA advised us that they believed that the merger constitutes a "prohibited
transaction" because, among other reasons, it could reasonably be expected to
have a prejudicial effect on the holders with respect to their non-taxable
receipt of securities pursuant to the CSA.

On October 19, 2004, we delivered to the representatives an executed assumption
agreement whereby we agreed, for the benefit of the holders of interests under
the CSA and the representatives, to perform the CSA as successor to TRC, in the
same manner and to the same extent that TRC would be required to perform the CSA
if no succession had taken place. Under the assumption agreement, we assumed
TRC's obligation under the CSA to issue shares of common stock twice a year to
holders of interests under the CSA and the representatives. The amount of shares
is based upon a formula set forth under the CSA and upon our stock price. Such
issuances could be dilutive to our existing stockholders. In addition, under the
assumption agreement, we agreed that following the effective time of the TRC
Merger there will not be a prejudicial effect on the holders of interests under
the CSA and the representatives with respect to their non-taxable receipt of
securities pursuant to the CSA as a result of the TRC Merger and that securities
delivered pursuant to the CSA will be freely tradable and readily marketable. We
further agreed to indemnify and hold harmless the holders against losses arising
out of any breach by us of the foregoing covenants.

We believe that all applicable requirements of the CSA have been satisfied in
connection with the TRC Merger and that the TRC Merger does not constitute a
"prohibited transaction". In order to minimize any uncertainty and any risk of
delay in consummation of the merger, on October 19, 2004, we filed an action in
Delaware Chancery Court against the representatives and the class of all holders
of interests under the CSA seeking a declaratory judgment that the merger is not
a "prohibited transaction".

RISKS RELATED TO OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE THAT GIVE RISE TO
OPERATIONAL AND FINANCIAL RISKS, INCLUDING THOSE DESCRIBED BELOW

We share control of some of our properties with other investors and may have
conflicts of interest with those investors

As of December 31, 2004, we owned partial interests in various retail and
commercial properties (referred to in our Annual Report as the Unconsolidated
Properties). We generally make all operating decisions for these properties, but
we are required to make other decisions with the other investors who have
interests in the relevant property or properties. For example, the consent of
certain of the other relevant investors is required with respect to approving
operating budgets, refinancing, encumbering, expanding or selling any of these
properties. We might not have the same interests as the other investors in
relation to these transactions. Accordingly, we might not be able to favorably
resolve any of these issues, or we might have to provide financial or other
inducement to the other investors to obtain a favorable resolution.

In addition, various restrictive provisions and rights apply to sales or
transfers of interests in our jointly owned properties. These may work to our
disadvantage because, among other things, we might be required to make decisions
about buying or selling interests in a property or properties at a time that is
disadvantageous to us or we might be required to purchase the interests of our
partners in our jointly owned properties.

Bankruptcy of joint venture partners could impose delays and costs on us with
respect to the jointly owned retail properties

The bankruptcy of one of the other investors in any of our jointly owned
shopping centers could materially and adversely affect the relevant property or
properties. Under the bankruptcy laws, we would be precluded by the automatic
stay from taking some actions affecting the estate of the other investor without
prior approval of the bankruptcy court, which would, in most cases, entail prior
notice to other parties and a hearing in the

46

bankruptcy court. At a minimum, the requirement to obtain court approval may
delay the actions we would or might want to take. If the relevant joint venture
through which we have invested in a property has incurred recourse obligations,
the discharge in bankruptcy of one of the other investors might result in our
ultimate liability for a greater portion of those obligations than we would
otherwise bear.

Payments by our direct and indirect subsidiaries of dividends and distributions
to us may be adversely affected by prior payments to these subsidiaries'
creditors and preferred security holders

Substantially all of our assets are owned through our general partnership
interest in the Operating Partnership, including TRCLP. The Operating
Partnership holds substantially all of its properties and assets through
subsidiaries, including subsidiary partnerships, limited liability companies and
corporations that have elected to be taxed as REITs. The Operating Partnership
therefore derives substantially all of its cash flow from cash distributions to
it by its subsidiaries, and we, in turn, derive substantially all of our cash
flow from cash distributions to us by the Operating Partnership. The creditors
and preferred security holders, if any, of each of our direct and indirect
subsidiaries are entitled to payment of that subsidiary's obligations to them,
when due and payable, before that subsidiary may make distributions to us. Thus,
the Operating Partnership's ability to make distributions to its partners,
including us, depends on its subsidiaries' ability first to satisfy their
obligations to their creditors and preferred security holders, if any, and then
to make distributions to the Operating Partnership. Similarly, our ability to
pay dividends to holders of our common stock depends on the Operating
Partnership's ability first to satisfy its obligations to its creditors and
preferred security holders, if any, and then to make distributions to us.

In addition, we will have the right to participate in any distribution of the
assets of any of our direct or indirect subsidiaries upon the liquidation,
reorganization or insolvency of the subsidiary only after the claims of the
creditors, including trade creditors, and preferred security holders, if any, of
the subsidiary are satisfied. Our common stockholders, in turn, will have the
right to participate in any distribution of our assets upon the liquidation,
reorganization or insolvency of us only after the claims of our creditors,
including trade creditors, and preferred security holders are satisfied.

Our substantial indebtedness could adversely affect our financial health and
operating flexibility

We have a substantial amount of indebtedness. As of December 31, 2004, we had an
aggregate consolidated indebtedness outstanding of approximately $11.9 billion,
approximately $12.1 billion of which was secured by our properties. A majority
of the secured indebtedness was non-recourse to us, while approximately $8.4
billion of our aggregate indebtedness was unsecured, recourse indebtedness of
the Operating Partnership and consolidated subsidiaries. This indebtedness does
not include our proportionate share of indebtedness incurred by our joint
ventures. As a result of this substantial indebtedness, we are required to use a
portion of our cash flow to service principal and interest on our debt, which
will limit the free cash flow available for other desirable business
opportunities.

Our substantial indebtedness could have important consequences to us and the
value of our common stock including:

- - limiting our ability to borrow additional amounts for working capital, capital
expenditures, debt service requirements, execution of our growth strategy or
other purposes;

- - limiting our ability to use operating cash flow in other areas of our business
because we must dedicate a substantial portion of these funds to service the
debt;

- - increasing our vulnerability to general adverse economic and industry
conditions;

- - limiting our ability to capitalize on business opportunities, including the
acquisition of additional properties, and to react to competitive pressures
and adverse changes in government regulation;

- - placing us at a competitive disadvantage as compared to our competitors that
have less leverage;

- - limiting our ability or increasing the costs to refinance indebtedness; and

47

- - limiting our ability to enter into marketing and hedging transactions by
reducing the number of counterparties with whom we can enter into such
transactions as well as the volume of those transactions

The terms of the 2004 credit facility obtained in conjunction with the trc
merger contain covenants and events of default that may limit our flexibility
and prevent us from taking certain actions or result in the acceleration of our
obligations under the facility

The terms of the 2004 Credit Facility require us to satisfy certain customary
affirmative and negative covenants and to meet financial ratios and tests
including ratios and tests based on leverage, interest coverage and net worth.
The covenants under our 2004 Credit Facility affect, among other things, our
ability to:

- - incur indebtedness;

- - create liens on assets;

- - sell assets; and

- - engage in mergers and acquisitions

Given the restrictions in our debt covenants on such activities as making
capital expenditures, incurring additional indebtedness and selling or disposing
of assets, we may be restricted in our ability to pursue other acquisitions, may
be significantly limited in our operating and financial flexibility and may be
limited in our ability to respond to changes in our business or competitive
activities.

A failure to comply with these covenants, including a failure to meet the
financial tests or ratios, would likely result in an event of default under the
2004 Credit Facility and would allow the lenders to accelerate our debt under
the facility. If our debt is accelerated, our assets may not be sufficient to
repay such debt in full.

We might fail to qualify or remain qualified as a REIT

Although we believe that we will remain structured and will continue to operate
so as to qualify as a REIT for federal income tax purposes, we might not
continue to be so qualified. Qualification as a REIT for federal income tax
purposes involves the application of highly technical and complex provisions of
the Code for which there are only limited judicial or administrative
interpretations. Therefore, the determination of various factual matters and
circumstances not entirely within our control may impact our ability to qualify
as a REIT. In addition, legislation, new regulations, administrative
interpretations or court decisions might significantly change the tax laws with
respect to the requirements for qualification as a REIT or the federal income
tax consequences of qualification as a REIT.

If, with respect to any taxable year, we fail to maintain our qualification as a
REIT, we would not be allowed to deduct distributions to stockholders in
computing our taxable income and federal income tax. The corporate level income
tax, including any applicable alternative minimum tax, would apply to our
taxable income at regular corporate rates. As a result, the amount available for
distribution to stockholders would be reduced for the year or years involved,
and we would no longer be required to make distributions. In addition, unless we
were entitled to relief under the relevant statutory provisions, we would be
disqualified from treatment as a REIT for the taxable years following the year
during which qualification was lost. Notwithstanding that we currently intend to
operate in a manner designed to allow us to qualify as a REIT, future economic,
market, legal, tax or other considerations may cause us to determine that it is
in our best interest and the best interest of our stockholders to revoke the
REIT election.

An ownership limit and certain anti-takeover defenses and applicable law may
hinder any attempt to acquire us

The Ownership Limit. Generally, for us to maintain our qualification as a REIT
under the Code, not more than 50% in value of the outstanding shares of our
capital stock may be owned, directly or indirectly, by five or fewer individuals
at any time during the last half of our taxable year. The Code defines
"individuals" for purposes of the requirement described in the preceding
sentence to include some types of entities. Under our Second Amended and
Restated Certificate of Incorporation, as amended, no person other than Martin
48

Bucksbaum (deceased), Matthew Bucksbaum (the Chairman of our Board of
Directors), their families and related trusts and entities, including M.B.
Capital Partners III, may own more than 7.5% of the value of our outstanding
capital stock. These restrictions on transferability and ownership may delay,
deter or prevent a change in control of our company or other transaction that
might involve a premium price or otherwise be in the best interest of our
stockholders.

Selected Provisions of Our Charter Documents. Our board of directors is divided
into three classes of directors. Directors of each class are chosen for
three-year staggered terms. Staggered terms of directors may reduce the
possibility of a tender offer or an attempt to change control of our company,
even though a tender offer or change in control might be in the best interest of
our stockholders. Our charter authorizes the board of directors:

- - to cause us to issue additional authorized but unissued shares of common stock
or preferred stock;

- - to classify or reclassify, in one or more series, any unissued preferred
stock; and

- - to set the preferences, rights and other terms of any classified or
reclassified stock that we issue.

The board of directors could establish a series of preferred stock whose terms
could delay, deter or prevent a change in control of us or other transaction
that might involve a premium price or otherwise be in the best interest of our
stockholders.

Stockholder Rights Plan. We have a stockholder rights plan, which may delay,
deter or prevent a change in control unless the acquirer negotiates with our
board of directors and the board of directors approves the transaction. Our
charter and bylaws contain other provisions that may delay, deter or prevent a
change in control or other transaction that might involve a premium price or
otherwise be in the best interest of our stockholders.

Selected Provisions of Delaware Law. We are a Delaware corporation, and Section
203 of the Delaware General Corporation Law applies to us. In general, Section
203 prevents an "interested stockholder," as defined in the next sentence, from
engaging in a "business combination," as defined in the statute, with us for
three years following the date that person becomes an interested stockholder
unless:

- - before that person became an interested stockholder, our board of directors
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination;

- - upon completion of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock outstanding (but not
the outstanding voting stock owned by the interested stockholder) stock held
by directors who are also officers of the company and by employee stock plans
that do not provide employees with the right to determine confidentially
whether shares held under the plan will be tendered in a tender or exchange
offer; or

- - following the transaction in which that person became an interested
stockholder, the business combination is approved by our board of directors
and authorized at a meeting of stockholders by the affirmative vote of the
holders of at least two-thirds of our outstanding voting stock not owned by
the interested stockholder.

The statute defines "interested stockholder" to mean generally any person that
is the owner of 15% or more of our outstanding voting stock or is an affiliate
or associate of us and was the owner of 15% or more of our outstanding voting
stock at any time within the three-year period immediately before the date of
determination. The provisions of this statute may delay, deter or prevent a
change in control of us or other transaction that might involve a premium price
or otherwise be in the best interest of our stockholders.

We have partners who have tax protection arrangements and other tax-related
obligations to certain partners

We own properties through partnerships which have arrangements in place that
protect the deferred tax situation of our existing third party limited partners.
Violation of these arrangements could impose costs on us.

49

As a result, we may be restricted with respect to decisions such as financing,
encumbering, expanding or selling these properties.

Several of our joint venture partners are tax-exempt. As such, they are taxable
to the extent of their share of unrelated business taxable income generated from
these properties. As the managing partner in these joint ventures, we have
obligations to avoid the creation of unrelated business taxable income at these
properties. Breach of these obligations could impose costs on us. As a result,
we may be restricted with respect to decisions such as financing and revenue
generation with respect to these properties.

RISKS RELATING TO OUR COMMON STOCK

Our common stock price may be volatile, and consequently investors may not be
able to resell their common stock at or above their purchase price

The price at which our common stock will trade may be volatile and may fluctuate
due to factors such as:

- - our historical and anticipated quarterly and annual operating results;

- - variations between our actual results and analyst and investor expectations or
changes in financial estimates and recommendations by securities analysts;

- - the performance and prospects of our industry;

- - the depth and liquidity of the market for our common stock;

- - investor perception of us and the industry in which we operate;

- - domestic and international economic conditions;

- - the extent of institutional investor interest in us;

- - the reputation of REITs generally and the attractiveness of their equity
securities in comparison to other equity securities, including securities
issued by other real estate companies, and fixed income securities;

- - our financial condition and performance; and

- - conditions and trends in general market conditions.

Fluctuations may be unrelated to or disproportionate to our financial
performance. These fluctuations may result in a material decline in the trading
price of our common stock.

Future sales of our common stock may depress our stock price

No prediction can be made as to the effect, if any, that future sales of our
common stock, or the availability of common stock for future sales, will have on
the market price of the stock. Sales in the public market of substantial amounts
of our common stock, or the perception that such sales could occur, could
adversely affect prevailing market prices for our common stock. As of December
31, 2004, approximately 62.8 million shares of common stock were reserved for
issuance upon exercise of conversion and/or redemption rights as to units of
limited partnership interest in the operating partnership. Under our shelf
registration statement, we may offer from time to time up to $2 billion worth of
common stock, preferred stock, depositary shares, debt securities, warrants,
stock purchase contracts and/or purchase units. Approximately $.5 billion was
drawn against this shelf in connection with our November 2004 warrants offering.
As a result of the CSA for issuance assumed with the TRC Merger, an additional 4
million shares of our common stock have been reserved. In addition, we have
reserved a number of shares of common stock for issuance under our employee
benefit plans and in connection with certain other obligations, and these shares
will be available for sale from time to time. We have granted options to
purchase additional common stock to some of our directors, executive officers
and employees. We cannot predict the effect that future sales of common stock,
or the perception that sales of common stock could occur, will have on the
market prices of our equity securities.

50

Increases in market interest rates may hurt the market price of our common stock

We believe that investors consider the distribution rate on REIT stocks,
expressed as a percentage of the price of the stocks, relative to market
interest rates as an important factor in deciding whether to buy or sell the
stocks. If market interest rates go up, prospective purchasers of REIT stocks
may expect a higher distribution rate. Higher interest rates would not, however,
result in more funds being available for us to distribute and, in fact, would
likely increase our borrowing costs and might decrease our funds available for
distribution. Thus, higher market interest rates could cause the market price of
our common stock to decline.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into any transactions using derivative commodity
instruments. We are subject to market risk associated with changes in interest
rates both in terms of variable-rate debt and the price of new fixed-rate debt
upon maturity of existing debt and for acquisitions. As of December 31, 2004, we
had consolidated debt of $20.3 billion, including $9.2 billion of variable-rate
debt of which approximately $740.4 million is subject to interest rate swap
agreements, which fix the interest rate we are required to pay on such debt at
approximately 3.9% per annum. Although the majority of the remaining
variable-rate debt is subject to interest rate cap agreements pursuant to the
loan agreements and financing terms, such interest rate caps generally limit our
interest rate exposure only if LIBOR exceeds a rate per annum significantly
higher (generally above 8% per annum) than current LIBOR rates (2.4% at December
31, 2004). A 25 basis point movement in the interest rate on the $8.5 billion of
variable-rate debt which is not subject to interest rate swap agreements would
result in an approximately $21 million annualized increase or decrease in
consolidated interest expense and operating cash flows.

In addition, we are subject to interest rate exposure as a result of
variable-rate debt collateralized by the Unconsolidated Properties for which
similar interest rate swap agreements have not been obtained. Our share (based
on our respective equity ownership interests in the Unconsolidated Real Estate
Affiliates) of such remaining variable-rate debt was approximately $722.9
million at December 31, 2004. A similar 25 basis point annualized movement in
the interest rate on the variable-rate debt of the Unconsolidated Real Estate
Affiliates would result in approximately $2 million annualized increase or
decrease in our equity in the income and operating cash flows from
Unconsolidated Real Estate Affiliates.

We are further subject to interest rate risk with respect to our fixed-rate
financing in that changes in interest rates will impact the fair value of our
fixed-rate financing. To determine fair market value, the fixed-rate debt is
discounted at a rate based on an estimate of current lending rates, assuming the
debt is outstanding through maturity and considering the collateral. At December
31, 2004, the fair value of our debt is estimated to be approximately $235
million higher than the carrying value of $20.3 billion. If LIBOR were to
increase by 25 basis points, the fair value of our debt would be approximately
$147 million higher than the carrying value and the fair value of our swap
agreements would increase by approximately $2 million. For additional
information concerning our debt, reference is made to Item 7, Liquidity and
Capital Resources and Note 6.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Consolidated Financial Statements and
Consolidated Financial Statement Schedule on page F-1 for the required
information.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. As of the end of the period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15(d)-15(e) under the Securities

51

Exchange Act of 1934, as amended, (the "Exchange Act")). Based on that
evaluation, the CEO and the CFO have concluded that our disclosure controls and
procedures are effective to ensure that information that we are required to
disclose in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.

Internal Controls Over Financing Reporting. There have been no changes in our
internal controls during our most recently completed fiscal quarter that have
materially affected or are reasonably likely to materially affect our internal
control over financial reporting or in other factors that could significantly
affect internal controls subsequent to the end of the period covered by this
report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is a process designed under the supervision of our principal executive and
principal financial officers to provide reasonable assurance regarding the
reliability of financial reporting and preparation of our financial statements
for external reporting purposes in accordance with generally accepted accounting
principles in the U.S.

As of December 31, 2004, we conducted an assessment of the effectiveness of our
internal control over financial reporting based on the framework utilizing the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in "Internal Control -- Integrated Framework." The scope of our
assessment of the effectiveness of internal control over financial reporting
includes all of our businesses except for TRCLP, a material business acquired on
November 12, 2004. For the year ended December 31, 2004, our total revenues were
$1.8 billion, of which TRCLP represented $205.9 million. Our total assets as of
December 31, 2004, were $25.7 billion, of which TRCLP represented $14.8 billion.
Based on this assessment, management believes that, as of December 31, 2004, our
internal control over financial reporting is effective.

Deloitte & Touche LLP, the Company's independent registered public accounting
firm, audited management's assessment of the effectiveness of internal control
over financial reporting as of December 31, 2004 and, based on that audit,
issued the report set forth below.

52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois

We have audited management's assessment, included within this December 31, 2004
Form 10-K of General Growth Properties, Inc. (the "Company") at Item 9A under
the heading of "Management's Report on Internal Control Over Financial
Reporting," that the Company maintained effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As described in "Management's Report
on Internal Control Over Financial Reporting," management excluded from their
assessment the internal control over financial reporting at The Rouse Company,
which was acquired on November 12, 2004 and whose financial statements reflect
total assets and revenues constituting 57.7 and 5.7 percent, respectively, of
the related consolidated financial statement amounts as of and for the year
ended December 31, 2004. Accordingly, our audit did not include the internal
control over financial reporting at The Rouse Company. The Company's management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness on internal control over
financial reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness on internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by,
or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness on the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as of December 31, 2004, is fairly
stated, in all material respects, based on the criteria established in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on the criteria established in

53

Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements and consolidated financial statement schedule as of and for the year
ended December 31, 2004 of the Company and our report dated March 21, 2005
expressed an unqualified opinion on those consolidated financial statements and
consolidated financial statement schedule and included an explanatory paragraph
relating to the change in method of accounting for debt extinguishment costs in
2003.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 21, 2005

54

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information which appears under the captions "Election of Directors",
"Executive Officers", "Governance of the Company -- Committees of the Board of
Directors -- Audit Committee" and "-- Nominating & Governance Committee" and
"Stock Ownership -- Section 16(a) Beneficial Ownership Reporting Compliance" in
our proxy statement for our 2005 Annual Meeting of Stockholders is incorporated
by reference into this Item 10.

We have a Code of Business Conduct and Ethics which applies to all of our
employees, officers and directors, including our Chairman, Chief Executive
Officer and Chief Financial Officer. The Code of Business Conduct and Ethics is
available on the Corporate Governance page of our website at
www.generalgrowth.com and we will provide a copy of the Code of Business Conduct
and Ethics without charge to any person who requests it by writing to the
address indicated under Available Information. We will post on our website
amendments to or waivers of our Code of Ethics for executive officers or
directors, in accordance with applicable laws and regulations.

Our Chief Executive Officer and Chief Financial Officer have signed certificates
under Sections 302 and 906 of the Sarbanes-Oxley Act, which are filed as
Exhibits 31.1 and 31.2 and 32.1 and 32.2, respectively, to this Form 10-K. In
addition, our Chief Executive Officer submitted his most recent annual
certification to the NYSE pursuant to Section 303A 12(a) of the NYSE listing
standards on May 25, 2004, in which he indicated that he was not aware of any
violations by us of NYSE corporate governance listing standards.

ITEM 11. EXECUTIVE COMPENSATION

The information which appears under the caption "Executive Compensation" in our
proxy statement for our 2005 Annual Meeting of Stockholders is incorporated by
reference into this Item 11; provided, however, that the Report of the
Compensation Committee of the Board of Directors on Executive Compensation shall
not be incorporated by reference herein, in any of our previous filings under
the Securities Act of 1933, as amended, or the Exchange Act or in any of our
future filings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information which appears under the captions "Stock Ownership -- Common
Stock Ownership of Certain Beneficial Owners" and "-- Equity Ownership of
Management" in our proxy statement for our 2005 Annual Meeting of Stockholders
is incorporated by reference into this Item 12.

55

The following table sets forth certain information with respect to shares of our
common stock that may be issued under our equity compensation plans as of
December 31, 2004.

- ---------------

(1) Includes shares of common stock under the 1993 Stock Incentive Plan (which
terminated on April 4, 2003), the 1998 Incentive Stock Plan and the 2003
Incentive Stock Plan.

(2) Includes 7,994,000 shares of common stock available for issuance under the
2003 Incentive Stock Plan and 1,436,305 shares of common stock available for
issuance under the 1998 Incentive Stock Plan.

(3) Represents shares of common stock under our Employee Stock Purchase Plan,
which was adopted by the Board of Directors in November 1998. Under the
Employee Stock Purchase Plan, eligible employees make payroll deductions
over a six-month period, at which time the amounts withheld are used to
purchase shares of common stock at a purchase price equal to 85% of the
lesser of the closing price of a share of common stock on the first or last
trading day of the purchase period. Purchases of common stock under the
Employee Stock Purchase Plan are made on the first business day of the next
month after the close of the purchase period. Under New York Stock Exchange
rules then in effect, stockholder approval was not required for the Employee
Stock Purchase Plan because it is a broad-based plan available generally to
all employees.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information which appears under the caption "Certain Relationships and
Related Party Transactions" in our proxy statement for our 2005 Annual Meeting
of Stockholders is incorporated by reference into this Item 13.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information which appears under the caption "Independent Auditors -- Fees
Billed by Independent Auditors -- Audit Fees -- Audit-Related Fees", "-- Tax
Fees", "-- All Other Fees" and "Independent Auditors -- Audit Committee
Pre-Approval Policies and Procedures" in our proxy statement for our 2005 Annual
Meeting of Stockholders is incorporated by reference into this Item 14.

56

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules.

The consolidated financial statements and schedules listed in the
accompanying Index to Consolidated Financial Statements and Financial
Statement Schedules are filed as part of this Annual Report on Form 10-K.

(b) Exhibits.

See Exhibit Index on page S-1.

(c) Separate financial statements.

Not applicable.

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC.

By: /s/ JOHN BUCKSBAUM
------------------------------------
John Bucksbaum
Chief Executive Officer

March 21, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

58

GENERAL GROWTH PROPERTIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements and consolidated financial
statement schedule are included in Item 8 of this Annual Report on Form 10-K:

All other schedules are omitted since the required information is either not
present in any amounts, is not present in amounts sufficient to require
submission of the schedule or because the information required is included in
the consolidated financial statements and related notes.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of General Growth
Properties, Inc. (the "Company") as of December 31, 2004 and 2003, and the
related consolidated statements of operations and comprehensive income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did
not audit the consolidated financial statements of GGP/Homart, Inc. and
GGP/Homart II L.L.C., the Company's investments in which are accounted for by
use of the equity method. The Company's equity of $126,855,000 and $150,170,000
in GGP/Homart Inc.'s net assets as of December 31, 2004 and 2003, respectively,
and $21,148,000, $23,815,000 and $23,418,000 in GGP/Homart Inc.'s net income,
respectively, for each of the three years in the period ended December 31, 2004
are included in the accompanying consolidated financial statements. The
Company's equity of $319,537,000 and $259,363,000 in GGP/ Homart II L.L.C.'s net
assets as of December 31, 2004 and 2003, respectively, and $36,724,000,
$33,448,000 and $26,421,000 in GGP/Homart II L.L.C.'s net income, respectively,
for each of the three years in the period ended December 31, 2004 are included
in the accompanying consolidated financial statements. The consolidated
financial statements of GGP/Homart, Inc. and GGP/Homart II L.L.C. were audited
by other auditors whose reports have been furnished to us, and our opinion,
insofar as it relates to the amounts included for such companies, is based
solely on the reports of such other auditors.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of General Growth Properties, Inc. at December 31, 2004 and
2003, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 14 to the consolidated financial statements, the Company
changed its method of accounting for debt extinguishment costs in 2003.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness on the Company's
internal control over financial reporting as of December 31, 2004, based on the
criteria established in Internal Control -- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 21, 2005 expressed an unqualified opinion on management's assessment
on the effectiveness of the Company's internal control over financial reporting
and an unqualified opinion on the effectiveness of the Company's internal
control over financial reporting.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 21, 2005

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders
GGP/Homart, Inc.:

We have audited the consolidated balance sheets of GGP/Homart, Inc. (a Delaware
Corporation) and subsidiaries (the Company) as of December 31, 2004 and 2003,
and the related consolidated statements of income and comprehensive income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2004 (not presented separately herein). These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GGP/Homart, Inc. and
subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2004, in conformity with U.S. generally accepted accounting
principles.

KPMG LLP

Chicago, Illinois
March 1, 2005

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Members
GGP/Homart II L.L.C.:

We have audited the consolidated balance sheets of GGP/Homart II L.L.C. (a
Delaware Limited Liability Company) and subsidiaries (the Company) as of
December 31, 2004 and 2003, and the related consolidated statements of income
and comprehensive income, changes in members' capital, and cash flows for each
of the years in the three-year period ended December 31, 2004 (not presented
separately herein). These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GGP/Homart II L.L.C.
and subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2004, in conformity with U.S. generally accepted accounting
principles.

KPMG LLP

Chicago, Illinois
March 1, 2005

F-4

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial
statements.

F-8

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION

GENERAL

General Growth Properties, Inc., a Delaware corporation ("General Growth"), is a
self-administered and self-managed real estate investment trust, referred to as
a "REIT." General Growth was organized in 1986 and through its subsidiaries and
affiliates owns, operates, manages, leases, acquires, develops, expands and
finances operating properties located primarily throughout the United States and
develops and sells land for residential, commercial and other uses primarily in
master-planned communities. The operating properties consist of retail centers,
office and industrial buildings and mixed-use and other properties. The retail
centers are primarily regional shopping centers in suburban market areas, but
also include specialty marketplaces in certain downtown areas and community
retail centers. The office and industrial properties are located primarily in
the Baltimore-Washington and Las Vegas markets or are components of large-scale
mixed-use properties (which include retail, parking and other uses) located in
other urban markets. Land development and sales operations are predominantly
related to large-scale, long-term community development projects in and around
Columbia, Maryland; Summerlin, Nevada; and Houston, Texas. In these notes, the
terms "we", "us" and "our" refer to General Growth and its subsidiaries (the
"Company").

Substantially all of our business is conducted through GGP Limited Partnership
(the "Operating Partnership" or "GGPLP"). As of December 31, 2004, General
Growth owned an approximate 81% general partnership interest in the Operating
Partnership. The remaining approximate 19% minority interest is held by limited
partners that include trusts for the benefit of the families of the original
stockholders of the Company and subsequent contributors of properties to the
Company. These minority interests are represented by common units of limited
partnership interest in the Operating Partnership (the "Common Units").

In addition to holding ownership interests in various joint ventures, the
Operating Partnership generally conducts its operations through the following
subsidiaries:

- - GGPLP L.L.C., a Delaware limited liability company (the "LLC"), has ownership
interests in the majority of our properties (other than those acquired in The
Rouse Company merger (the "TRC Merger", Note 3)).

- - The Rouse Company LP ("TRCLP"), which includes both a REIT and taxable REIT
subsidiaries ("TRS"), has ownership interests in Consolidated Properties and
Unconsolidated Properties (as defined below).

- - General Growth Management, Inc. ("GGMI"), a TRS, manages, leases, and performs
various other services for some of our Unconsolidated Real Estate Affiliates
(as defined below) and over 30 properties owned by unaffiliated third parties,
all located in the United States.

In this report, we refer to our ownership interests in majority owned or
controlled properties as "Consolidated Properties" and to our ownership
interests in joint ventures in which we own a non-controlling interest as
"Unconsolidated Real Estate Affiliates" and the properties owned by such joint
ventures as the "Unconsolidated Properties." Our "Company Portfolio" includes
both the Unconsolidated Properties and our Consolidated Properties.

On November 17, 2004, we sold 15.9 million shares of our common stock for $32.23
per share pursuant to a warrant offering. The proceeds of this offering were
used to partially fund the TRC Merger (Note 3).

PREFERRED STOCK

During June 1998, we issued 13,500,000 depositary shares, each representing
1/40th of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A
("PIERS"), or a total of 337,500 PIERS. During May 2003, we called for
redemption all of our outstanding depositary shares. The depositary shares (and
the related

F-9

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PIERS) were convertible into our common stock at the rate of 1.8891 shares of
common stock per depositary share. Through July 14, 2003, holders of 6,861,800
shares elected to convert their depositary shares and received a total of
12,963,357 shares of our common stock. We redeemed the remaining 6,638,200
depositary shares on July 15, 2003. As a result of this redemption, we issued an
additional 12,540,186 shares of our common stock and paid approximately $17,000
in cash to redeem fractional shares of PIERS.

We have also created other classes of preferred stock to permit the future
potential conversion of certain equity interests, which we have issued in
conjunction with acquisitions, into General Growth equity interests. For certain
classes of such preferred stock, the conditions to allow such a conversion have
not yet occurred. As of December 31, 2004 and 2003, 5.0 million shares of such
preferred stock, with a par value of $100 per share, have been authorized, but
none has been issued.

SHAREHOLDER RIGHTS PLAN

We have a shareholder rights plan pursuant to which one preferred share purchase
right (a "Right") is attached to each currently outstanding or subsequently
issued share of our common stock. Prior to becoming exercisable, the Rights
trade together with our common stock. In general, the Rights will become
exercisable if a person or group acquires or announces a tender or exchange
offer for 15% or more of our common stock. Each Right will initially entitle the
holder to purchase from General Growth one-third of one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $100 per share (the
"Preferred Stock"), at an exercise price of $148 per one one-thousandth of a
share, subject to adjustment. If a person or group acquires 15% or more of our
common stock, each Right will entitle the holder (other than the acquirer) to
purchase shares of our common stock (or, in certain circumstances, cash or other
securities) having a market value of twice the exercise price of a Right at such
time. Under certain circumstances, each Right will entitle the holder (other
than the acquirer) to purchase the common stock of the acquirer having a market
value of twice the exercise price of a Right at such time. In addition, under
certain circumstances, our Board of Directors may exchange each Right (other
than those held by the acquirer) for one share of our common stock, subject to
adjustment. If the Rights become exercisable, holders of common units of
partnership interest in the Operating Partnership, other than General Growth,
will receive the number of Rights they would have received if their units had
been redeemed and the purchase price paid in our common stock. The Rights expire
on November 18, 2008, unless earlier redeemed by our Board of Directors for
one-third of $0.01 per Right or such expiration date is extended.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

We have reserved up to 3.0 million shares of our common stock for issuance under
the Dividend Reinvestment and Stock Purchase Plan ("DRSP"). In general, the DRSP
allows participants in the plan to make purchases of our common stock from
dividends received or additional cash investments. Although the purchase price
of the common stock is determined by the current market price, the purchases
will be made without fees or commissions. We have and will continue to satisfy
DRSP common stock purchase needs through the issuance of new shares of our
common stock or by repurchases of currently outstanding common stock. As of
December 31, 2004, an aggregate of 464,952 shares of our common stock have been
issued under the DRSP.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
General Growth, our subsidiaries and joint ventures in which we have a
controlling interest. We also consolidate the accounts of certain variable
interest entities that were acquired in the TRC Merger and are considered
special purpose entities and where we are the primary beneficiary. Income
allocated to minority interests in these joint ventures includes the share of
such properties' operations (generally computed as the respective joint venture
partner ownership

F-10

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

percentage) applicable to such non-controlling venturers. All significant
intercompany balances and transactions have been eliminated.

PROPERTIES

Real estate assets are stated at cost. For redevelopment of existing operating
properties, the net carrying value of the existing property under redevelopment
plus the cost for the construction and improvements incurred in connection with
the redevelopment are capitalized to the extent the capitalized costs of the
property do not exceed the estimated fair value of the redeveloped property when
complete. Real estate taxes incurred during construction periods are capitalized
and amortized on the same basis as the related assets. Interest costs are
capitalized during periods of active construction for qualified expenditures
based upon interest rates in place during the construction period until
construction is substantially complete. Capitalized interest costs are amortized
over lives which are consistent with the constructed assets.

Pre-development costs, which generally include legal and professional fees and
other third-party costs related directly to the acquisition of a property, are
capitalized as part of the property being developed. In the event a development
is no longer deemed to be probable, the costs previously capitalized are written
off as a component of operating expenses.

Construction allowances paid to tenants are capitalized and depreciated over the
average lease term. Maintenance and repairs are charged to expense when
incurred. Expenditures for significant betterments and improvements are
capitalized.

Our real estate assets, including developments in progress, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. A real estate asset is considered to be
impaired when the estimated future undiscounted operating cash flow is less than
its carrying value. To the extent an impairment has occurred, the excess of
carrying value of the asset over its estimated fair value will be charged to
operations.

Depreciation or amortization expense is computed using the straight-line method
based upon the following estimated useful lives:

ACQUISITIONS OF OPERATING PROPERTIES

Acquisitions of properties are accounted for utilizing the purchase method and,
accordingly, the results of operations of acquired properties are included in
our results of operations from the respective dates of acquisition. Estimates of
future cash flows and other valuation techniques are used to allocate the
purchase price of acquired property between land, buildings and improvements,
equipment and identifiable intangible assets and liabilities such as amounts
related to in-place at-market leases, acquired above and below-market leases and
tenant relationships. Initial valuations are subject to change until such
information is finalized no later than 12 months from the acquisition date.

The fair values of tangible assets are determined on an "if vacant" basis. The
"if-vacant" fair value is allocated to land, where applicable, buildings, tenant
improvements and equipment based on comparable sales and other relevant
information obtained in connection with the acquisition of the property.

The estimated fair value of acquired in-place at-market leases are the costs we
would have incurred to lease the property to the occupancy level of the property
at the date of acquisition. Such estimate includes the fair

F-11

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

value of leasing commissions, legal costs and tenant coordination costs that
would be incurred to lease the property to this occupancy level. Additionally,
we evaluate the time period over which such occupancy level would be achieved
and include an estimate of the net operating costs (primarily real estate taxes,
insurance and utilities) incurred during the lease-up period, which generally
ranges up to one year. Acquired in-place at-market leases are amortized over the
average lease term.

Above-market and below-market in-place lease values are recorded based on the
present value (using an interest rate which reflects the risks associated with
the leases acquired) of the difference between the contractual amounts to be
paid pursuant to the in-place leases and our estimate of fair market lease rates
for the corresponding in-place leases, measured over a period equal to the
remaining non-cancelable term of the lease. The capitalized above- and
below-market lease values are amortized as adjustments to minimum rent revenue
over the remaining non-cancelable terms of the respective leases (approximately
five years).

Purchase price allocations for properties acquired in 2004, 2003 and 2002 have
resulted in acquired in-place leases of approximately $595.2 million ($565.7
million net of accumulated amortization) and acquired below-market leases (net
of above-market leases) of approximately $162.4 million ($113.9 million net of
accumulated amortization) as of December 31, 2004. Purchase price allocations
for certain recent acquisitions may be subsequently revised as additional
information becomes available. Amortization of these intangible assets and
liabilities, and similar assets and liabilities from our Unconsolidated Real
Estate Affiliates, resulted in additional net income, including our share of
such items from Unconsolidated Real Estate Affiliates, of approximately $8.4
million in 2004, $19.6 million in 2003 and $1.9 million in 2002. Future
amortization, including our share of such items from Unconsolidated Real Estate
Affiliates, is estimated to decrease net income by approximately $90 million in
2005 and 2006, $97 million in 2007, $108 million in 2008 and $102 million in
2009.

Due to existing contacts and relationships with tenants at our currently owned
properties and at properties currently managed for others, no significant value
has been ascribed to the tenant relationships at the properties acquired.

The excess of the cost of an acquired entity over the net of the amounts
assigned to assets acquired (including identified intangible assets) and
liabilities assumed is recorded as goodwill. Goodwill is not amortized but is
tested for impairment at a level of reporting referred to as a reporting unit on
an annual basis, or more frequently if events or changes in circumstances
indicate that the asset might be impaired. An impairment loss for an asset group
is allocated to the long-lived assets of the group on a pro-rata basis using the
relative carrying amounts of those assets, unless the fair value of specific
components of the reporting group are determinable without undue cost and
effort.

INVESTMENTS IN UNCONSOLIDATED REAL ESTATE AFFILIATES

We account for investments in joint ventures where we own a non-controlling
joint interest using the equity method. Under the equity method, the cost of our
investment is adjusted for our share of the equity in earnings of such
Unconsolidated Real Estate Affiliates from the date of acquisition and reduced
by distributions received. Generally, the operating agreements with respect to
our Unconsolidated Real Estate Affiliates provide that assets, liabilities and
funding obligations are shared in accordance with our ownership percentages.
Therefore, we generally also share in the profit and losses, cash flows and
other matters relating to our Unconsolidated Real Estate Affiliates in
accordance with our respective ownership percentages. Except for Retained Debt
(as described and defined in Note 5), differences between the carrying value of
our investment in the Unconsolidated Real Estate Affiliates and our share of the
underlying equity of such Unconsolidated Real Estate Affiliates are amortized
over lives ranging from five to forty years. These differences totaled
approximately $80.2 million as of December 31, 2004 and $49.0 million as of
December 31, 2003.

F-12

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For those joint ventures where we own less than a 5% interest and have virtually
no influence on the joint venture's operating and financial policies, we account
for our investments using the cost method.

CASH AND CASH EQUIVALENTS

Highly-liquid investments with maturities at dates of purchase of three months
or less are classified as cash equivalents.

LEASES

Leases which transfer substantially all the risks and benefits of ownership to
tenants are considered finance leases and the present values of the minimum
lease payments and the estimated residual values of the leased properties, if
any, are accounted for as receivables. Leases which transfer substantially all
the risks and benefits of ownership to us are considered capital leases and the
present values of the minimum lease payments are accounted for as assets and
liabilities.

DEFERRED EXPENSES

Deferred expenses consist principally of financing fees and leasing costs and
commissions. Deferred financing fees are amortized to interest expense using the
interest method (or other methods which approximate the interest method) over
the terms of the respective agreements. Deferred leasing costs and commissions
are amortized using the straight-line method over the average life of the tenant
leases. Deferred expenses in the accompanying consolidated balance sheets are
shown at cost, net of accumulated amortization of $128.3 million as of December
31, 2004 and $94.1 million as of December 31, 2003.

MINORITY INTEREST -- COMMON (NOTE 11)

Income is allocated to the holders of the Common Units (the "OP Minority
Interests") based on their ownership percentage of the Operating Partnership.
This ownership percentage, as well as the total net assets of the Operating
Partnership, change when additional shares of our common stock or Operating
Partnership Common Units are issued. Such changes result in an allocation
between stockholders' equity and OP Minority Interests in the accompanying
consolidated balance sheets. Due to the number of such capital transactions that
occur each period, we have presented a single net effect of all such allocations
for the period as the "Adjustment for Minority Interest in Operating
Partnership" (rather than separately allocating the minority interest for each
individual capital transaction).

REVENUE RECOGNITION AND RELATED MATTERS

Minimum rent revenues are recognized on a straight-line basis over the terms of
the related leases (Note 14). Minimum rent revenues also include amounts
collected from tenants to allow the termination of their leases prior to their
scheduled termination dates and accretion related to above and below-market
leases on properties acquired as provided by FASB Statements No. 141, "Business
Combinations" ("SFAS 141") and No. 142, "Goodwill and Intangible Assets" ("SFAS
142") as follows:

As of December 31, 2004, straight-line rents receivable, which represent the
current net cumulative rents recognized prior to when billed and collectible as
provided by the terms of the leases, of approximately $91.8 million are included
in tenant accounts receivable, net in the accompanying consolidated balance
sheet.

F-13

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

We provide an allowance for doubtful accounts against the portion of accounts
receivable, including straight-line rents, which is estimated to be
uncollectible. Such allowances are reviewed periodically based upon our recovery
experience. We also evaluate the probability of collecting future rent which is
recognized currently under a straight-line methodology. This analysis considers
the long-term nature of our leases, as a certain portion of the straight-line
rent currently recognizable will not be billed to the tenant until many years
into the future. Our experience relative to unbilled deferred rent receivable is
that a certain portion of the amounts straight-lined into revenue are never
collected from (or billed to) the tenant due to early lease terminations. For
that portion of the otherwise recognizable deferred rent that is not deemed to
be probable of collection, no revenue is recognized. Accounts receivable in the
accompanying consolidated balance sheets are shown net of an allowance for
doubtful accounts of $48.6 million as of December 31, 2004 and $12.9 million as
of December 31, 2003.

Overage rents are recognized on an accrual basis once tenant sales revenues
exceed contractual tenant lease thresholds. Recoveries from tenants are computed
as a formula related to real estate taxes, insurance and other shopping center
operating expenses and are generally recognized as revenues in the period the
related costs are incurred.

Management and other fees primarily represent management and leasing fees,
financing fees and fees for other ancillary services performed by GGMI and other
subsidiaries (generally TRS entities owned by TRCLP) for the benefit of the
Unconsolidated Real Estate Affiliates and for independent third-party investors.
Such fees are recognized as revenue as the services are rendered.

Revenues from land sales are recognized using the full accrual method provided
that various criteria relating to the terms of the transactions and our
subsequent involvement with the land sold are met. Revenues relating to
transactions that do not meet the established criteria are deferred and
recognized when the criteria are met or using the installment or cost recovery
methods, as appropriate in the circumstances. For land sale transactions in
which we are required to perform additional services and incur significant costs
after title has passed, revenues and cost of sales are recognized on a
percentage of completion basis.

Cost of land sales is determined as a specified percentage of land sales
revenues recognized for each community development project. The cost ratios used
are based on actual costs incurred and estimates of development costs and sales
revenues to completion of each project. The ratios are reviewed regularly and
revised for changes in sales and cost estimates or development plans.
Significant changes in these estimates or development plans, whether due to
changes in market conditions or other factors, could result in changes to the
cost ratio used for a specific project. The specific identification method is
used to determine cost of sales for certain parcels of land, including acquired
parcels we do not intend to develop or for which development is complete at the
date of acquisition.

INCOME TAXES (NOTE 7)

Deferred income taxes are accounted for using the asset and liability method,
which reflects the impact of the temporary differences between the amounts of
assets and liabilities for financial reporting purposes and the bases of such
assets and liabilities as measured for tax purposes. Deferred income taxes also
reflect the impact of operating loss and tax credit carry forwards based on
enacted tax rates expected to be in effect when such amounts are realized or
settled. Deferred tax assets are reduced by a valuation allowance to the amount
where realization is more likely than not assured after considering all
available evidence, including tax planning strategies and other factors.

EARNINGS PER SHARE ("EPS")

Basic earnings per share ("EPS") is computed by dividing net income available to
common stockholders by the weighted-average number of common shares outstanding.
Diluted EPS is computed after adjusting the

F-14

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

numerator and denominator of the basic EPS computation for the effects of all
potentially dilutive common shares during the period. The dilutive effects of
convertible securities are computed using the "if-converted" method and the
dilutive effects of options, warrants and their equivalents (including fixed
awards and nonvested stock issued under stock-based compensation plans) are
computed using the "treasury stock" method.

Dilutive EPS excludes options where the exercise price was higher than the
average market price of our common stock and, therefore, the effect would be
anti-dilutive and options for which the conditions which must be satisfied prior
to the issuance of any such shares were not achieved. Such options totaled
1,590,974 in 2004, 21,000 in 2003 and 384,375 in 2002. Outstanding Common Units
have also been excluded from the diluted earnings per share calculation because
there would be no effect on EPS as the minority interests' share of income would
also be added back to net income.

Information related to our EPS calculations is summarized as follows:

- ---------------

* For the twelve months ended December 31, 2003 and 2002, the effect of the
issuance of the PIERS is dilutive and, therefore, no adjustment of net income
is made as the PIERS dilution is reflected in the denominator of the diluted
EPS calculation.

DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to reduce risk associated with movements
in interest rates. We may choose to reduce cash flow and earnings volatility
associated with interest rate risk exposure on variable-rate borrowings and/or
forecasted fixed-rate borrowings. In some instances, lenders may require us to
do so. In

F-15

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

order to limit interest rate risk on variable-rate borrowings, we may enter into
interest rate swaps or interest rate caps to hedge specific risks. We do not use
derivative financial instruments for speculative purposes.

Under interest rate cap agreements, we make initial premium payments to the
counterparties in exchange for the right to receive payments from them if
interest rates exceed specified levels during the agreement period. Under
interest rate swap agreements, we and the counterparties agree to exchange the
difference between fixed-rate and variable-rate interest amounts calculated by
reference to specified notional principal amounts during the agreement period.
Notional principal amounts are used to express the volume of these transactions,
but the cash requirements and amounts subject to credit risk are substantially
less.

Parties to interest rate exchange agreements are subject to market risk for
changes in interest rates and risk of credit loss in the event of nonperformance
by the counterparty. We do not require any collateral under these agreements but
deal only with highly-rated financial institution counterparties (which, in
certain cases, are also the lenders on the related debt) and expect that all
counterparties will meet their obligations.

Substantially all of the interest rate swap and other derivative financial
instruments we used in 2004, 2003 and 2002 qualified as cash flow hedges and
hedged our exposure to forecasted interest payments on variable-rate LIBOR-based
debt. Accordingly, the effective portion of the instruments' gains or losses is
reported as a component of other comprehensive income and reclassified into
earnings when the related forecasted transactions affect earnings. If we
discontinue a cash flow hedge because it is no longer probable that the original
forecasted transaction will occur, the net gain or loss in accumulated other
comprehensive income (loss) is immediately reclassified into earnings. If we
discontinue a cash flow hedge because the variability of the probable forecasted
transaction has been eliminated, the net gain or loss in accumulated other
comprehensive income is reclassified to earnings over the term of the designated
hedging relationship.

We have not recognized any losses as a result of hedge discontinuance, and the
expense that we recognized related to changes in the time value of interest rate
cap agreements was insignificant for 2004, 2003 and 2002.

Amounts receivable or payable under interest rate cap and swap agreements are
accounted for as adjustments to interest expense on the related debt.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB Statement No. 107, "Disclosure about the Fair Value of Financial
Instruments" ("SFAS 107") requires disclosure of the fair value of financial
instruments for which it is practicable to estimate that value. SFAS 107 does
not apply to all balance sheet items. Fair values of financial instruments
approximate their carrying value in our financial statements except for debt.

We estimated the fair value of our debt based on quoted market prices for
publicly-traded debt and on the discounted estimated future cash payments to be
made for other debt. The discount rates used approximate current lending rates
for loans or groups of loans with similar maturities and credit quality, assume
the debt is outstanding through maturity and consider the debt's collateral. We
have utilized market information as available or present value techniques to
estimate the amounts required to be disclosed. Since such amounts are estimates,
there can be no assurance that the disclosed value of any financial instrument
could be realized by immediate settlement of the instrument.

F-16

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK OPTIONS (NOTE 10)

During the second quarter of 2002, we elected to prospectively adopt the fair
value based employee stock-based compensation expense recognition provisions of
FASB Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").
We had previously applied the intrinsic value based expense recognition
provisions set forth in APB Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under APB 25, compensation cost is recognized for awards
of shares of common stock or stock options only if the quoted market price of
the stock as of the grant date (or other measurement date, if later) is greater
than the amount the grantee must pay to acquire the stock. Had compensation
costs for options granted in 2001 and prior years been determined in accordance
with SFAS 123, our net income available to common stockholders would have been
nominally reduced but there would have been no effect on reported basic or
diluted earnings per share.

FOREIGN CURRENCY TRANSLATION

The functional currency for our joint venture in Brazil is its local currency.
Assets and liabilities of this investment are translated at the rate of exchange
in effect on the balance sheet date. Translation adjustments resulting from this
process are accumulated in stockholders' equity as a component of accumulated
other comprehensive income.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. For example, significant
estimates and assumptions have been made with respect to useful lives of assets,
capitalization of development and leasing costs, recoverable amounts of
receivables and deferred taxes, initial valuations and related amortization
periods of deferred costs and intangibles, particularly with respect to
acquisitions, and cost ratios and completion percentages used for land sales.
Actual results could differ from these and other estimates.

RECLASSIFICATIONS

Certain amounts in the 2003 and 2002 consolidated financial statements,
including discontinued operations (Note 4), have been reclassified to conform to
the current year presentation.

NOTE 3 ACQUISITIONS

THE ROUSE COMPANY

We acquired The Rouse Company ("TRC"), a real estate development and management
company, on November 12, 2004 (the "TRC Merger"). Immediately following the TRC
Merger, TRC was, through a series of transactions, converted to a limited
partnership ("TRCLP") wholly-owned by the Operating Partnership and its
subsidiaries. The results of TRCLP's operations have been included in our
consolidated financial statements since that date. We believe the TRCLP
acquisition will further strengthen our retail property portfolio, further
diversify our portfolio geographically and with our tenants, provide us with an
entrance into new lines of business and result in improved productivity at the
former TRCLP properties as well as create other merger synergies.

F-17

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The aggregate purchase price was as follows:

The following table summarizes the estimated fair values of the assets acquired
at the date of acquisition. These fair values were based, in part, on
preliminary third-party market valuations. Because these fair values were based
on currently available information and assumptions and estimates that we believe
are reasonable at this time, they are subject to reallocation as additional
information becomes available.

F-18

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OTHER ACQUISITIONS IN 2004

- - On January 7, 2004, we acquired a 50% membership interest in a limited
liability company ("Burlington LLC") which owns Burlington Town Center, an
enclosed mall in Burlington, Vermont for approximately $10.25 million.
Approximately $9.0 million was funded in cash at closing with the remaining
amounts to be funded in cash as necessary. In addition, at closing we made a
$31.5 million mortgage loan to Burlington LLC to replace the existing mortgage
financing which had been collateralized by the property. The new mortgage loan
requires monthly payments of principal and interest, bears interest at an
annual rate of 5.5% and is scheduled to mature in January 2009. We have an
annual preferential return of 10% on our investment and an option to purchase
the remaining 50% interest in Burlington LLC on or before January 2007 for
approximately $10.25 million.

- - On January 16, 2004, we acquired Redlands Mall, an enclosed mall in Redlands,
California, which is currently under redevelopment, for approximately $14.25
million. The consideration was paid from cash on hand and proceeds from
borrowings under our credit facilities.

- - On March 1, 2004, we acquired the remaining 50% general partnership interest
in Town East Mall in Mesquite, Texas from our unaffiliated joint venture
partner for approximately $44.5 million, which was paid in cash from cash on
hand and proceeds from borrowings under our credit facilities.

- - On March 5, 2004, we acquired Four Seasons Town Centre, an enclosed mall in
Greensboro, North Carolina, for approximately $161.0 million. The
consideration was paid by the assumption of approximately $134.4 million in
existing long-term non-recourse mortgage debt (bearing interest at an annual
rate of approximately 5.6% and scheduled to mature in December 2013),
approximately $25.1 million in 7% convertible preferred units of Operating
Partnership interest (which are more fully described in Note 11) and the
remaining amounts in cash, primarily from amounts borrowed under our credit
facilities. Immediately following the closing, we prepaid approximately $22.4
million of the assumed debt using cash on hand.

- - On April 30, 2004, we completed an agreement to form a joint venture to
develop and subsequently own and manage a retail center in San Jose, Costa
Rica. The venture, GSG de Costa Rica SRL ("GGP/Sambil Costa Rica"), is owned
by a wholly-owned subsidiary of the Operating Partnership and two independent
Latin American real estate investment and development firms. We have committed
to invest approximately $12.2 million in GGP/Sambil Costa Rica, of which
approximately $9.0 million was paid as of December 31, 2004. An additional
$3.2 million, a portion of which will be drawn on a letter of credit provided
by us, will be contributed as additional construction and development costs of
the project are incurred. Our cash investments, the $16.0 million of capital
contributions made by the Latin American co-venture partners and construction
financing to be arranged, are expected to be sufficient to complete the
project, an approximately 500,000 square foot retail center. The center is
expected to open in 2007 or 2008.

- - On May 11, 2004, we acquired a 50% interest in a joint venture (Hoover Mall
Holding, L.L.C.) which owns, though a wholly-owned subsidiary, Riverchase
Galleria, an enclosed regional mall in Birmingham, Alabama, for approximately
$166.0 million. In conjunction with the purchase, the existing loan
collateralized by the property was refinanced with a new, non-recourse
mortgage loan of $200.0 million. The new loan bears interest at a rate of
LIBOR plus 88 basis points, requires monthly payments of interest only and,
assuming all no-cost extension options are exercised, is scheduled to mature
in June 2009. In addition, we have fixed the interest rate to be paid on this
loan (initially 3.26% per annum with steps up to 5.99% per annum in 2007)
through the use of interest rate swaps.

- - On May 12, 2004, we acquired the Mall of Louisiana, an enclosed regional mall
in Baton Rouge, Louisiana. The purchase price of $265.0 million was paid with
the proceeds of a new $185.0 million acquisition loan which, at December 31,
2004, bore interest at LIBOR plus 58 basis points. The interest rate will
increase in future periods (to a potential maximum of LIBOR plus 134 basis
points) depending upon certain factors

F-19

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and certain options regarding the loan rates and maturities elected by us. The
loan, which requires monthly payments of interest only, will mature in July
2009 if all no-cost options to extend are exercised.

- - On May 17, 2004, we acquired the Grand Canal Shoppes in Las Vegas, Nevada. The
purchase price of approximately $766.0 million was funded by a new $427.0
million non-recourse mortgage loan and a new unsecured term loan. The new
mortgage loan bears interest at an annual rate of 4.78%, provides for monthly
payments of principal and interest and is scheduled to mature in May 2009. The
new term loan, with an initial funding of $350.0 million, was repaid in
conjunction with the financing of the TRC Merger.

- - On July 30, 2004, we formed a joint venture to own, manage and develop retail
properties in Brazil. We have committed to invest up to approximately $32.0
million for a 50% membership interest in the joint venture ("GGP/NIG Brazil")
of which approximately $17.5 million was funded as of December 31, 2004. We
will invest the remaining funds (upon the decision of both partners) to
acquire additional interests in the properties currently owned or to acquire
interests in other retail centers. The other 50% member in GGP/NIG Brazil
contributed to the joint venture upon formation a 29% interest in an existing
retail center in Salvador, Bahia, a 16.25% interest in an existing retail
center in Sao Paulo, Sao Paulo and a 66.25% interest in an existing retail
property management firm. In December 2004, GGP/NIG Brazil acquired a 50%
interest in a retail center to be developed in Rio de Janeiro, using funds
contributed by us. The property management firm currently manages the two
centers partially owned by GGP/NIG Brazil and seven other existing retail
centers in various urban areas of Brazil for the other member of GGP/NIG
Brazil and other independent owners.

- - On August 13, 2004, we acquired Stonestown Galleria, an enclosed regional mall
in San Francisco, California. The purchase price was approximately $312.0
million and was paid through a combination of cash on hand, borrowings under
our credit facilities and a $220.0 million variable-rate term loan
collateralized by the property. The term loan bears interest at LIBOR plus 60
basis points, requires monthly interest-only payments and matures in August
2009 if all no-cost options to extend are exercised. We drew $27.2 million on
the term loan in September 2004 and the remaining available amount of $192.8
million in October 2004.

In addition to the acquisitions discussed above, we have entered into a separate
agreement (the "Phase II Agreement"), to acquire the multi-level retail space
that is planned to be part of The Palazzo in Las Vegas, Nevada (the working
title of The Venetian's Phase II property), a new approximately 3,000 room
hotel/casino that will be connected to the existing Venetian and the Sands Expo
and Convention Center facilities (the "Phase II Acquisition") and the Grand
Canal Shoppes described above. The Palazzo is currently under development and is
expected to be completed in 2007. If completed as specified under the terms of
the Phase II Agreement, we will purchase, payable upon grand opening, the Phase
II Acquisition retail space at a price computed on a 6% capitalization rate on
the projected net operating income of the Phase II retail space, as defined by
the Phase II Agreement ("Phase II NOI"), up to $38.0 million and on a
capitalization rate of 8% on Phase II NOI in excess of $38.0 million, all
subject to a minimum purchase price of $250.0 million. Based on current
preliminary plans and estimated rents, the actual purchase price would be more
than double the minimum purchase price. The Phase II Agreement is subject to the
satisfaction of separate and customary closing conditions.

F-20

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2003 AND 2002 ACQUISITIONS

- ---------------

(1) Additional funding, including for those acquisitions for which a specific
and separate loan was not obtained, was paid from cash on hand or proceeds
from borrowings under our credit facilities.

The principal Victoria Ward, Limited assets include 65 fee simple acres in
Kakaako, central Honolulu, Hawaii, currently improved with, among other uses, an
entertainment, shopping and dining district which includes Ward Entertainment
Center, Ward Warehouse, Ward Village and Village Shops. At acquisition in 2002,
Victoria Ward owned 17 land parcels each of which was individually ground leased
to tenants and 29 buildings containing approximately 878,000 square feet of
retail space, as well as approximately 441,000 square feet of office, commercial
and industrial leaseable area.

Pursuant to the terms of the 2002 merger agreement with JP Realty, Inc. ("JP
Realty"), a publicly-held real estate investment trust, and its operating
partnership subsidiary, Price Development Company, Limited Partnership ("PDC"),
the outstanding shares of JP Realty common stock were converted into $26.10 per
share of cash (approximately $431.5 million). Holders of common units of limited
partnership interest in PDC were entitled to receive $26.10 per unit in cash or,
at the election of the holder, .522 8.5% Series B Preferred Units per unit.
Based upon the elections of such holders, 1,426,393 Series B Preferred Units
were issued and the holders of the remaining common units of limited partnership
interest of PDC received approximately

F-21

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$23.6 million in cash. JP Realty owned or had an interest in 51 properties,
including 18 enclosed regional mall centers (two of which were owned through
controlling general partnership interests), 26 anchored community centers (two
of which were owned through controlling general partnership interests), one
free-standing retail property and six mixed-use commercial/business properties,
containing an aggregate of over 15.2 million square feet of GLA in 10 western
states. As further described in Note 4, during 2004 we sold certain of the
commercial/business properties acquired in this acquisition.

Concurrent with the formation of GGP/Teachers in 2002, we, through GGP/Teachers,
acquired Galleria at Tyler in Riverside, California, Kenwood Towne Centre in
Cincinnati, Ohio and Silver City Galleria in Taunton, Massachusetts from an
institutional investor.

NOTE 4 DISCONTINUED OPERATIONS

In August 2004, our Board of Directors approved plans to dispose of certain of
the commercial/business properties originally acquired in the JP Realty
acquisition in July 2002. The sale closed on November 1, 2004 for $67.4 million
and a gain of approximately $11.2 million was recognized.

The carrying amounts for these properties as of December 31, 2003 were as
follows:

On March 31, 2003, we sold McCreless Mall in San Antonio, Texas for aggregate
consideration of $15.0 million (which was paid in cash at closing). We recorded
a gain of approximately $4.0 million for financial reporting purposes on the
sale of the mall. McCreless Mall was purchased in 1998 as part of a portfolio of
eight shopping centers.

Pursuant to SFAS No. 144, the operations of the JP Realty commercial/business
properties and McCreless Mall (net of minority interest) have been reported as
discontinued operations in the accompanying consolidated financial statements.
Revenues and net income, before minority interests, were as follows:

F-22

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of December 31, 2004, we held ownership interests in various unconsolidated
joint ventures, collectively, the "Unconsolidated Real Estate Affiliates."
Generally, we share in the profits and losses, cash flows and other matters
relating to our investments in Unconsolidated Real Estate Affiliates in
accordance with our respective ownership percentages. We manage most of the
properties owned by these joint ventures. Some of the joint ventures have
elected to be taxed as REITs.

Certain of the properties were contributed to the joint venture subject to
existing financing, as modified by certain replacement financing ("Retained
Debt"), in order to balance the net equity values of the properties contributed
by each of the venture partners. We are obligated to fund all amounts related to
Retained Debt including any shortfalls of any subsequent sale or refinancing
proceeds of the properties against their respective loan balances to the extent
of such Retained Debt. Retained Debt totaled $148.7 million as of December 31,
2004 and $222.7 million as of December 31, 2003.

New York State Common Retirement Fund ("NYSCRF"), our partner in GGP/Homart,
Inc. ("GGP/ Homart"), has an exchange right which permits it to convert its
ownership interest in GGP/Homart to shares of our common stock. If this exchange
right is exercised, we may alternatively satisfy it in cash.

During certain periods in 2006 or 2009, our partner in GGP Ivanhoe, IV, Inc. has
the right to require us to purchase all of its GGP Ivanhoe IV, Inc. common stock
for a purchase price equal to the fair value of such stock. We can satisfy this
obligation in any combination of cash or our common stock.

The significant accounting policies used by the Unconsolidated Real Estate
Affiliates are the same as ours.

F-23

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SUMMARIZED FINANCIAL INFORMATION OF OUR INVESTMENTS IN UNCONSOLIDATED REAL
ESTATE AFFILIATES

Following is summarized financial information for our Unconsolidated Real Estate
Affiliates as of December 31, 2004 and 2003 and for the years ended December 31,
2004, 2003 and 2002.

F-24

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

F-25

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SUMMARIZED FINANCIAL INFORMATION OF INDIVIDUALLY SIGNIFICANT UNCONSOLIDATED REAL
ESTATE AFFILIATES

We own 50% of the membership interest of GGP/Homart II L.L.C. ("GGP/Homart II"),
a limited liability company. The remaining 50% interest in GGP/Homart II is
owned by NYSCRF. GGP Homart II owns 10 retail properties.

F-26

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 MORTGAGE NOTES AND OTHER PROPERTY DEBT PAYABLE

Mortgage notes and other debt payable are summarized as follows:

F-27

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As of December 31, 2004, approximately $21.6 billion of land, buildings and
equipment and investment land and land held for development and sale have been
pledged as collateral for our collateralized mortgage notes and other debt
payable. Certain properties, including those within the portfolios
collateralized by commercial mortgage-backed securities, are subject to
financial performance covenants, primarily debt service coverage ratios.

Our mortgage notes and other debt payable have various maturities through 2095.
The weighted-average remaining term of our mortgage notes and other debt payable
was 4.5 years as of December 31, 2004.

COMMERCIAL MORTGAGE-BACKED SECURITIES

In early December 2001, the Operating Partnership and certain Unconsolidated
Real Estate Affiliates completed the placement of $2.55 billion of non-recourse
commercial mortgage pass-through certificates (the "GGP MPTC"). As of December
31, 2004, the GGP MPTC had an outstanding balance of approximately $1.1 billion
(including $390.9 million by Unconsolidated Real Estate Affiliates) and was
collateralized by 11 malls and one office building, including six malls owned by
Unconsolidated Real Estate Affiliates.

The GGP MPTC requires monthly payments of principal and interest. The
certificates represent beneficial interests in three loan groups made by three
sets of borrowers (the Operating Partnership and certain Unconsolidated Real
Estate Affiliates). The terms of the notes comprising the GGP MPTC are as
follows:

- ---------------

(1) With two no-cost 12-month extension options, one of which was exercised in
2004.

(2) With two no-cost 18-month extension options.

The extension options are subject to obtaining extensions of the interest rate
protection agreements which were required to be obtained in conjunction with the
GGP MPTC.

OTHER COLLATERALIZED MORTGAGE NOTES AND OTHER DEBT PAYABLE

Collateralized mortgage notes and other debt payable consist primarily of
non-recourse notes collateralized by individual or groups of properties and
equipment. Substantially all of the mortgage notes are non-recourse to us.
Certain mortgage notes payable may be prepaid but are generally subject to a
prepayment penalty equal to a yield-maintenance premium or a percentage of the
loan balance. Certain loans have cross-default provisions and are
cross-collateralized. Under certain cross-default provisions, a default under
any mortgage note included in a cross-defaulted package may constitute a default
under all such mortgage notes in the package and may lead to acceleration of the
indebtedness due on each property within the collateral package. In general, the
cross-defaulted properties are under common ownership. However, fixed-rate debt
collateralized by two joint venture properties (totaling $138.6 million) is
cross-defaulted and cross-collateralized with debt (totaling $868.8 million)
collateralized by 11 Consolidated Properties.

The fixed-rate collateralized mortgage notes and other debt payable bear
interest ranging from 3.11% to 10.15%. The variable-rate collateralized mortgage
notes and other debt payable bear interest at LIBOR plus 58 to 213 basis points.

F-28

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2004 CREDIT FACILITY

We entered into a credit agreement on November 12, 2004 to fund the cash portion
of the TRC Merger consideration and, with other cash and financing sources, fund
other costs of the merger transaction. The terms of the notes comprising the
2004 Credit Facility are as follows:

We have the ability to extend the maturity of up to $600 million of the bridge
loan for an additional six months. Principal repayment of the three-year $3.65
billion term loan begins in November 2005 with semi-annual payments in 2006,
quarterly payments in 2007 and a final $1.775 billion payment in November 2007.
Principal repayment of the four-year $2 billion term loan begins in March 2005
with quarterly payments through September 2008 and a final $1.925 billion
payment in November 2008. The credit agreement currently bears interest at a
weighted-average rate of LIBOR plus approximately 2.22 percent.

We are generally required to apply the net proceeds of future mortgage
financings and refinancings, sales of equity, and asset dispositions (including
by casualty or condemnation) toward prepayment of the credit agreement in
accordance with various priorities set out in the credit agreement. Exceptions
to this requirement include capital expenditures, $500 million annually per our
written request to the lenders and other items. The credit agreement is secured
by a pledge of the Operating Partnership's ownership interest in TRCLP and in
GGPLP L.L.C and also by a pledge of the interest in an operating account in
which we will deposit any distributions the Operating Partnership receives from
our interests in the TRCLP companies.

During the term of the facility, we are subject to customary affirmative and
negative covenants. Upon the occurrence of an event of default contained in the
credit agreement, the lenders under the facilities will have the option of
declaring immediately due and payable all amounts outstanding under the
agreement. The credit agreement contains events of default including failure to
maintain our status as a REIT under the Internal Revenue Code, failure to remain
listed on the New York Stock Exchange and such customary events as nonpayment of
principal, interest, fees or other amounts, breach of representations and
warranties, breach of covenant, cross-default to other indebtedness and certain
bankruptcy events.

CREDIT FACILITIES

In April 2003, we established the "2003 Credit Facility," a revolving credit
facility and term loan with initial borrowing availability of approximately
$779.0 million (which was subsequently increased to approximately $1.25
billion). The 2003 Credit Facility was repaid in November 2004, had a term of
three years and provided for partial amortization of the principal balance of
the term loan in the second and third years.

UNSECURED TERM LOANS

In conjunction with the TRC Merger, we assumed $1.6 billion of publicly-traded
unsecured debt. Included in this total is $46.6 million of unsecured,
medium-term notes which bear interest at fixed rates of 8.09% to 8.78% and
mature at various dates from 2005 to 2007. The remaining $1.1 billion of
publicly-traded unsecured debt bears interest at fixed rates ranging from 3.65%
to 8.00% and matures at various dates from 2008 to 2013.

F-29

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During August 2002, we arranged for an aggregate of $150.0 million in loans from
two separate groups of banks. We borrowed $80.0 million on this loan in August
2002 and $70.0 million in September 2002. These two-year loans were repaid in
2004, provided for quarterly partial amortization of principal, bore interest at
LIBOR plus 100 basis points and required the remaining balance to be paid at
maturity (unless extended, under certain circumstances, for an additional nine
months).

In conjunction with our acquisition of JP Realty in 2002, we assumed $100
million of ten-year senior unsecured notes which bear interest at a fixed rate
of 7.29% and were issued by PDC in March 1998. The notes require semi-annual
interest payments. Annual principal payments will begin in March 2005.

INTEREST RATE SWAPS

Concurrent with the issuance of the GGP MPTC certificates, we purchased interest
rate protection agreements which were structured to limit our exposure to
interest rate fluctuations. An equal amount of interest rate protection
agreements were simultaneously sold to fully offset the effect of these
agreements and to recoup a substantial portion of the cost of such agreements.

To achieve a more desirable balance between fixed and variable-rate debt, we
have also entered into certain swap agreements as follows:

Such swap agreements have been designated as cash flow hedges and are intended
to hedge our exposure to future interest payments on the related variable-rate
debt.

LETTERS OF CREDIT AND SURETY BONDS

We had outstanding letters of credit and surety bonds of approximately $194
million as of December 31, 2004, primarily in connection with insurance
requirements, special real estate assessments and construction obligations.

NOTE 7 INCOME TAXES

We elected to be taxed as a real estate investment ("REIT") trust under sections
856-860 of the Internal Revenue Code of 1986 (the "Code"), commencing with our
taxable year beginning January 1, 1993. To qualify as a REIT, we must meet a
number of organizational and operational requirements, including requirements to
distribute at least 90% of our ordinary taxable income and to distribute to
stockholders or pay tax on 100% of capital gains and to meet certain asset and
income tests. It is management's current intention to adhere to these
requirements.

As a REIT, we will generally not be subject to corporate level Federal income
tax on taxable income we distribute currently to our stockholders. If we fail to
qualify as a REIT in any taxable year, we will be subject to Federal income
taxes at regular corporate rates (including any applicable alternative minimum
tax) and may not be able to qualify as a REIT for four subsequent taxable years.
Even if we qualify for taxation as a REIT, we may be subject to certain state
and local taxes on our income or property, and to Federal income and excise
taxes on our undistributed taxable income. In addition, we are subject to rules
which may impose corporate income tax on certain built-in gains recognized upon
the disposition of assets owned by our subsidiaries where such subsidiaries (or
other predecessors) had formerly been C corporations. These rules

F-30

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

apply only where the disposition occurs within certain specified recognition
periods. Specifically, in the case of the TRC assets, we may be subject to tax
on built-in gain recognized upon the disposition prior to January 1, 2008 of
assets owned by TRC on January 1, 1998, the effective date of TRC's REIT
election. At December 31, 2004, the total amount of built-in gains with respect
to our assets is substantial. However, we intend to utilize tax strategies such
as dispositions through like-kind exchanges and the use of net operating loss
carryforwards to limit or offset the amount of such gains and therefore the
amount of tax paid.

We also have subsidiaries which we have elected to be treated as taxable real
estate investment trust subsidiaries ("TRSs") and which are, therefore, subject
to Federal and state income taxes. Our primary TRSs include GGMI, entities which
own our planned community properties and other TRSs acquired in the TRC Merger.
Current Federal income taxes of certain of these TRSs are likely to increase in
future years as we exhaust certain net loss carry forwards of such entities and
as certain planned community developments are completed. Such increases could be
significant.

The income tax provision was insignificant in 2003 and 2002. The income tax
provision (benefit) for the year ended December 31, 2004 primarily relates to
the TRS operations acquired in the TRC Merger. Accordingly, the current year
provision reflects the operations of the acquired TRSs for the period November
13, 2004 through December 31, 2004.

Income tax expense for the year ended December 31, 2004 is reconciled to the
amount computed by applying the Federal corporate tax rate as follows:

SFAS No. 109 requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the differences between the financial
reporting and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. The
deferred tax assets and liabilities of the TRSs related primarily to differences
in the book and tax bases of property and to operating loss and interest
deduction carryforwards for federal income tax purposes. A valuation allowance
for deferred tax assets is provided if we believe it is more likely than not
that all or some portion of the deferred tax asset will not be realized. An
increase or decrease in the valuation allowance that results from the change in
circumstances, and which causes a change in our judgment about the realizability
of the related deferred tax asset, would be included in the current tax
provision.

In connection with the TRC Merger, we allocated the purchase price to the
various components of the acquisition based upon the relative value of each
component in accordance with SFAS No. 141, "Business Combinations." With respect
to income taxes, SFAS No. 109, paragraph 30 requires that a deferred tax
liability or asset be recognized for differences between the assigned values and
the tax bases of the assets and liabilities recognized in a purchase business
combination. As part of the TRC Merger, we acquired a controlling financial
interest in an entity whose assets include, among other things, approximately

F-31

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$464.5 million of temporary differences (primarily interest deduction
carryforwards with no set expiration). We have evaluated the nature of this tax
attribute and believe that it is more likely than not that we will realize the
benefit of these carryforwards that do not expire, and, accordingly, we have
recorded an additional deferred tax asset of approximately $140 million related
to this acquired tax attribute for a total deferred tax asset related to
interest deduction carryforwards of approximately $154.5 million.

In connection with purchase accounting and SFAS No. 141, we recorded a deferred
tax liability of approximately $1.5 billion, which relates to the difference
between the tax bases of the property owned by the TRSs acquired in the TRC
Merger and the assigned values for financial reporting purposes. We also
recorded a net deferred tax asset of $169 million, which relates to loss
carryforwards and interest expense. Realization of deferred tax assets is
dependent on generating sufficient taxable income in future periods. The net
operating loss carryforwards are currently scheduled to expire in subsequent
years through 2025. Some of the carryforward benefits are subject to annual
limitation imposed under section 382 of the Code and the deferred tax asset is
recorded based on the net operating loss remaining after considering the section
382 limitation. Except to the extent that valuation allowances have been
established, we believe these limitations will not prevent the carryforward
benefits from being realized.

Each TRS is a tax paying component for purposes of classifying deferred tax
assets and liabilities. Net deferred tax assets (liabilities) are summarized as
follows:

Due to the uncertainty of the realization of certain tax carryforwards, we
established valuation allowances. The majority of the valuation allowances
related to net operating loss carryforwards where there is uncertainty regarding
their realizability and will more likely than not expire unused.

The tax effects of temporary differences and carryforwards included in the net
deferred tax assets (liabilities) at December 31, 2004 and 2003 are summarized
as follows:

Several of our subsidiaries or partnerships in which we have an interest are
currently under examination by the Internal Revenue Service. Although we believe
our tax returns are correct, the final determination of tax audits and any
related litigation could be different than that which was reported on the
returns. In the opinion of management, we have made adequate tax provisions for
years subject to examination.

Earnings and profits, which determine the taxability of dividends to
stockholders, differ from net income reported for financial reporting purposes
due to differences for Federal income tax reporting purposes in, among other
things, estimated useful lives, depreciable basis of properties and permanent
and temporary

F-32

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

differences on the inclusion of deductibility of elements of income and
deductibility of expense for such purposes.

Distributions paid on our common and preferred stock and their tax status are
presented in the following table. The tax status of our distributions in 2004,
2003 and 2002 may not be indicative of future periods. The portion of
distributions shown below as unrecaptured Section 1250 capital gains are
designated as capital gain distributions for tax purposes.

- ---------------

(*) All outstanding preferred shares of General Growth were redeemed in 2003
(Note 1).

NOTE 8 RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail and other space under
operating leases. The minimum future rentals based on operating leases of
Consolidated Centers held as of December 31, 2004 are as follows:

Minimum future rentals do not include amounts which are payable by certain
tenants based upon a percentage of their gross sales or as reimbursement of
operating expenses.

Such operating leases are with a variety of tenants the majority of which are
national and regional retail chains and local retailers, and consequently, our
credit risk is concentrated in the retail industry.

NOTE 9 TRANSACTIONS WITH AFFILIATES

PROPERTY MANAGEMENT AND OTHER FEES

GGMI and other property management affiliates recognized fees primarily from the
Unconsolidated Real Estate Affiliates of $61.8 million in 2004, $63.0 million in
2003 and $52.6 million in 2002.

F-33

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTES RECEIVABLE -- OFFICERS

Notes receivable -- officers were as follows:

Between 1998 and April 30, 2002, some of our officers issued $25.0 million of
promissory notes to us. The notes were issued in connection with the officers'
exercises of options to purchase 2,703,000 shares of our common stock. The notes
bore interest at a rate equal to LIBOR plus 50 basis points, were full recourse
to the officers, were collateralized by the shares of our common stock issued
upon exercise of such options, provided for quarterly payments of interest and
were payable to us on demand.

As of April 30, 2002, our Board of Directors terminated the availability of such
loans to officers. In conjunction with this decision, the terms of the
promissory notes, including approximately $2.8 million related to income tax
withholding payments which we had made on behalf of the officers, were
restructured. As of April 30, 2002, each officer repaid at least 60% of the
principal and 100% of the interest due under such officer's note and the
remaining amounts, approximately $10.1 million, were represented by amended and
restated promissory notes. These amended and restated, fully recourse notes are
payable in monthly installments of principal and interest (at a market rate
which varies monthly computed at LIBOR plus 125 basis points) until fully repaid
in May 2009 (or within 90 days of the officer's separation from the Company, if
earlier). In October 2002, a voluntary prepayment of approximately $500,000 was
received from one of the officers.

NOTE 10 EMPLOYEE BENEFIT AND STOCK PLANS

INCENTIVE STOCK PLANS

We provide incentives to attract and retain officers and key employees through
the 2003 Incentive Stock Plan and, prior to April 2003, the 1993 Stock Incentive
Plan. In addition to certain grants of restricted stock as discussed below,
options are granted by the Compensation Committee of the Board of Directors at
an exercise price of not less than 100% of the fair market value of our common
stock on the date of the grant. The terms of the options are fixed by the
Compensation Committee. Options granted to officers and key employees under the
2003 Incentive Stock Plan are for 5-year terms and under the 1993 Incentive
Stock Plan are for 10-year terms and are generally exercisable in either 33 1/3%
or 20% annual increments from the date of the grants. However, during 2000,
159,957 options were granted to certain employees under the 1993 Stock Incentive
Plan with the same terms as the threshold-vesting stock options granted in 2000
under the 1998 Incentive Stock Plan (as described below). Options granted to
non-employee directors are exercisable in full commencing on the date of grant
and are scheduled to expire on the tenth anniversary of the date of the grant.
The 2003 Incentive Stock Plan provides for the issuance of up to 9.0 million
shares of our common stock.

F-34

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the status of options granted under the 2003 and 1993 Stock
Incentive Plans as of December 31, 2004, 2003 and 2002 and changes during the
years ended on those dates is presented below.

The following table summarizes information about stock options outstanding
pursuant to the 2003 and 1993 Stock Incentive Plans as of December 31, 2004:

1998 INCENTIVE PLAN

Under the 1998 Incentive Stock Plan (the "1998 Incentive Plan"), we may also
grant stock incentive awards to employees in the form of threshold-vesting stock
options ("TSOs"). The exercise price of the TSO is the Fair Market Value ("FMV")
of a share of our common stock on the date the TSO is granted. The threshold
price (the "Threshold Price"), which must be achieved for the TSO to vest is
determined by multiplying the FMV on the date of grant by the Estimated Annual
Growth Rate (currently 7%) and compounding the product over a five-year period.
Shares of our common stock must achieve and sustain the Threshold Price for at
least 20 consecutive trading days at any time over the five years following the
date of grant for the TSO to vest. TSOs granted in 2004 and thereafter must vest
within five years of the grant date in order to avoid forfeiture and must be
exercised within 30 days of the vesting date. TSOs granted prior to 2004 have a
term of up to 10 years but must vest within five years of the grant date in
order to avoid forfeiture. The aggregate number of shares of our common stock
which may be subject to TSOs may not exceed 6.0 million, subject to certain
customary adjustments to prevent dilution. As of December 31, 2004, 1,436,305
shares were available for future grants.

F-35

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As a result of increases in the price of our common stock, TSOs granted in 2002
and 2003 vested in 2003 and TSOs granted in 1999, 2000 and 2001 vested in 2002,
as detailed below. The vesting of the TSOs resulted in the recognition of $3.0
million of compensation expense in 2004, $14.9 million in 2003 and $11.8 million
in 2002.

The following is a summary of the options under the 1998 Incentive Plan that
have been awarded as of December 31, 2004:

The fair value of each option granted pursuant to the 2003 and 1993 Stock
Incentive Plans and TSOs granted pursuant to the 1998 Incentive Plan in 2003 and
2002 was estimated on the date of grant using the Black-Scholes option pricing
model. In 2004, the fair value of TSO grants was estimated using the binomial
method. The following assumptions were used in determining these values:

EMPLOYEE STOCK PURCHASE PLAN

The General Growth Properties, Inc. Employee Stock Purchase Plan (the "ESPP")
was established to assist eligible employees in acquiring a stock ownership
interest in General Growth. Under the ESPP, eligible employees make payroll
deductions over a six-month purchase period. At the end of the six-month
purchase period, the amounts withheld are used to purchase shares of our common
stock at a purchase price equal to 85% of the lesser of the closing price of a
share of our common stock on the first or last trading day of the purchase
period. A maximum of 1.5 million shares of our common stock are reserved for
issuance under the ESPP. Since the inception of the ESPP, an aggregate of
1,038,290 shares of our common stock have been sold under the ESPP, including
65,176 shares for the purchase period ending December 31, 2004 which were
purchased at a price of $25.18 per share.

RESTRICTED STOCK

Pursuant to the 2003 Stock Incentive Plan, in February 2004, certain officers
were granted a total of 55,000 shares of restricted common stock. In addition,
pursuant to the 1993 Stock Incentive Plan, certain

F-36

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

officers were granted a total of 105,000 shares of restricted common stock in
February 2003 and 150,000 shares in September 2002. The 2004 grant and 60,000 of
the shares granted in 2003 have a one-year vesting period. The remaining 45,000
shares granted in 2003 and the 2002 grants vest over three years. As this
restricted stock represents an incentive for future periods, we are recognizing
the related compensation expense ratably over the applicable vesting periods.

MANAGEMENT SAVINGS PLAN

We sponsor the General Growth Management Savings and Employee Stock Ownership
Plan (the "401(k) Plan") which permits all eligible employees to defer a portion
of their compensation in accordance with the provisions of Section 401(k) of the
Code. Under the 401(k) Plan, we make contributions to match the contributions of
the participants. We match 100% of the first 4% of earnings contributed by plan
participants and 50% of the next 2% of the participant's earnings contributions.
We made matching contributions of approximately $5.3 million in 2004, $4.4
million in 2003 and $4.2 million in 2002.

TRC PLAN

As a result of the TRC Merger, we assumed a retiree benefits plan that provides
postretirement medical and life insurance benefits to former TRC employees who
met minimum age and service requirements. We pay a portion of the cost of
participants' life insurance coverage and make contributions to the cost of
participants' medical coverage based on years of service, subject to a maximum
annual contribution. Amounts related to this plan, which has now been frozen,
were not material as of or for the period ended December 31, 2004.

NOTE 11 MINORITY INTEREST

COMMON

Changes in outstanding Operating Partnership Common Units for the three years
ended December 31, 2004 are as follows:

December 31, 2001........................................... 58,717,479
Exchanges for General Growth common stock................. (48,738)
----------
December 31, 2002........................................... 58,668,741
Exchanges for General Growth common stock................. (2,956,491)
----------
December 31, 2003........................................... 55,712,250
Exchanges for General Growth common stock................. (179,987)
----------
December 31, 2004........................................... 55,532,263
==========

Under certain circumstances, the Common Units can be redeemed at the option of
the holders for cash or, at our election, for shares of our common stock on a
one-for-one basis. The holders of the Common Units also share equally with our
common stockholders on a per share basis in any distributions by the Operating
Partnership on the basis that one Common Unit is equivalent to one share of our
common stock.

Also included in minority interest-common is minority interest in consolidated
joint ventures of approximately $1.7 million as of December 31, 2004 and $1.9
million as of December 31, 2003.

F-37

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PREFERRED

Components of minority interest -- preferred as of December 31, 2004 and 2003
are as follows:

- ---------------

(1) $175,000 redeemable by issuer in May 2005 and $60,000 in April 2007.

(2) Redeemed in April 2004.

(3) Redeemed in July 2004.

(4) Redeemable on demand, under certain circumstances.

Holders of the RPUs and CPUs are entitled to receive cumulative preferential
cash distributions prior to any distributions by the LLC to the Operating
Partnership. Subject to certain limitations, the RPUs may be redeemed in cash by
the LLC for the liquidation preference amount plus accrued and unpaid
distributions and may be exchanged by the holders of the RPUs for an equivalent
amount of redeemable preferred stock of General Growth. Such preferred stock
provides for an equivalent 8.95% annual preferred distribution and is redeemable
at our option for cash equal to the liquidation preference amount plus accrued
and unpaid distributions.

The PDC Series C is convertible, at the option of the preferred holders in 2010,
into 0.025 shares of a newly created series of General Growth preferred stock
with an equivalent base liquidation preference and with payment and liquidation
rights comparable to such preferred units.

F-38

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Convertible Preferred Units are convertible, with certain restrictions, at
any time by the holder into Common Units of the Operating Partnership at the
following rates:

NOTE 12 ACCUMULATED OTHER COMPREHENSIVE INCOME

Components of accumulated other comprehensive income as of December 31, 2004 and
2003 are as follows:

NOTE 13 COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, we are involved in legal
actions relating to the ownership and operations of our properties. In
management's opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a material adverse effect on our
consolidated financial position, results of operations or liquidity.

We lease land or buildings at certain properties from third parties. The leases
generally provide us with a right of first refusal in the event of a proposed
sale of the property by the landlord. All of our ground leases are classified as
operating leases. Accordingly, rental payments are expensed as incurred and
have, to the extent applicable, been straight-lined over the term of the lease.
Rental expense, including participation rent related to these leases, was $3.6
million in 2004, $2.5 million in 2003 and $1.6 million in 2002.

From time to time, we have entered into contingent agreements for the
acquisition of properties. Each acquisition is subject to satisfactory
completion of due diligence and, in the case of developments, completion and
occupancy of the project.

TRC acquired various assets, including Summerlin, a master-planned community in
suburban Las Vegas, Nevada, in the acquisition of The Hughes Corporation
("Hughes") in 1996. In connection with the acquisition of Hughes, TRC entered
into a Contingent Stock Agreement ("CSA") for the benefit of the former Hughes
owners or their successors ("beneficiaries"). Under the terms of the CSA, shares
of TRC common stock were issuable to the beneficiaries based on the appraised
values of defined asset groups, including Summerlin, at specified termination
dates through 2009 and/or cash flows from the development and/or sale of those
assets prior to the termination dates.

On October 19, 2004, we delivered to the representatives an executed assumption
agreement whereby we agreed, for the benefit of the holders of interests under
the CSA and the representatives, to perform the CSA as successor to TRC, in the
same manner and to the same extent that TRC would be required to perform the CSA
if no succession had taken place. Under the assumption agreement, we assumed
TRC's obligation under

F-39

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the CSA to issue shares of common stock twice a year to holders of interests
under the CSA and the representatives. The amount of shares is based upon a
formula set forth under the CSA and upon our stock price. Such issuances could
be dilutive to our existing stockholders. In addition, under the assumption
agreement, we agreed that following the effective time of the TRC Merger there
will not be a prejudicial effect on the holders of interests under the CSA and
the representatives with respect to their receipt of securities pursuant to the
CSA as a result of the TRC Merger and that securities delivered pursuant to the
CSA will be freely tradable and readily marketable. We further agreed to
indemnify and hold harmless the holders against losses arising out of any breach
by us of the foregoing covenants.

We account for the beneficiaries' share of earnings from the assets as an
operating expense. We account for any distributions to the beneficiaries as of
the termination dates related to assets we own as of the termination date as
additional investments in the related assets (that is, contingent
consideration). A total of 519,135 shares of our common stock were issued in
February 2005 pursuant to the CSA.

The following table summarizes the contractual maturities of our long-term and
retained debt and commitments under ground leases. Both long-term debt and
ground leases include the related purchase accounting fair value adjustments:

NOTE 14 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2004, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" ("VIEs"), to improve financial
reporting of special purpose and other entities. We adopted FIN 46, as amended,
as of December 31, 2003. Certain VIEs that are qualifying special purpose
entities ("QSPEs") will not be required to be consolidated under the provisions
of FIN 46. In addition, FIN 46 expands the disclosure requirements for the
beneficiary of a significant or a majority of the variable interests to provide
information regarding the nature, purpose and financial characteristics of the
entities. We have certain special purpose entities, primarily created to
facilitate the issuance of our commercial mortgage-backed securities (Note 6)
and other securitized debt or to facilitate the tax-increment financing of
certain improvements at its properties. Because these special purpose entities
are QSPEs, they are not required to be consolidated in our consolidated
financial statements. As our Unconsolidated Real Estate Affiliates have
operating agreements granting the independent third-party joint venturers
substantive participating rights, the implementation of FIN 46 did not result in
the consolidation of any previously unconsolidated affiliates.

In May 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity," ("SFAS 150") which establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is within its scope as a
liability. The effective date of a portion of the Statement has been
indefinitely postponed by the FASB. We did not enter into new financial
instruments subsequent to May 2003 which would fall within the scope of this
statement. None of our transactions, arrangements or financial instruments has
been identified that appear to meet the criteria for liability recognition in
accordance with paragraphs 9 and 10 under SFAS 150 due to the indefinite life of
the joint venture arrangements. Accordingly, even if the effectiveness of the
measurement and classification provision of these paragraphs is no longer

F-40

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

postponed, we do not expect that it will be required to reclassify the
liquidation amounts of such minority interests to liabilities.

On December 16, 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets -- An Amendment of APB Opinion No. 29". The amendments made by SFAS No.
153 are based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. Further, the
amendments eliminate the narrow exception for nonmonetary exchanges of similar
productive assets and replace it with at broader exception for exchanges of
nonmonetary assets that do not have "commercial substance". SFAS No. 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not believe the adoption of SFAS No. 153 on June 15,
2005 will have a material effect on our consolidated financial statements.

On December 16, 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based
Payment" ("SFAS No. 123R"). SFAS 123R replaces SFAS No. 123, which we adopted in
the second quarter of 2002. SFAS 123R requires that the compensation cost
relating to share-based payment transactions be recognized in financial
statements and be measured based on the fair value of the equity or liability
instruments used. SFAS No. 123R is effective as of the first interim or annual
reporting period that begins after June 15, 2005. We do not believe that the
adoption of SFAS No. 123R will have a material effect on our consolidated
financial statements.

On February 7, 2005, the SEC staff published certain views concerning the
accounting by lessees for leasehold improvements, rent holidays, lessor funding
of lessee expenditures and other tenant inducements. Although the application of
these views to lessors was not specified by the SEC and a formal accounting
standard modifying existing practice on these items has not been issued or
proposed, we have conducted a review of our accounting relative to such items.
We believe that our leasing practices and agreements with a majority of our
tenants provide that leasehold improvements that we fund represent fixed assets
that we own and control and that leases with such arrangements are properly
accounted for as commencing at the completion of construction of such assets. A
smaller percentage of our tenant leases do not provide for landlord funding but
rather provide for tenant funded construction and furnishing of the leased
premises prior to the formal commencement of the lease. We have concluded that
the cumulative incremental straight-line rental revenue that would have been
recognized on such leases if it had commenced with the turn-over of such space
rather than the lease-specified commencement date to be immaterial to current
and previous periods. The recognition of straight-line rental revenue on this
accelerated basis is not expected to have a material effect on future periods
and will have no effect on periodic or cumulative cash flows to be received
pursuant to a tenant lease.

In February 2002, the FASB announced the rescission of Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt". Generally, such
rescission has the effect of suspending the treatment of debt extinguishment
costs as extraordinary items. The rescission was effective for the year ended
December 31, 2003. Accordingly, in the comparative statements presented in 2003,
we reclassified to other interest costs approximately $1.3 million of debt
extinguishment costs recorded in 2002 that had been classified under then
current accounting standards as extraordinary items.

NOTE 15 SEGMENTS

We have the following reportable segments:

- - Retail and Other -- includes the operation and management of regional shopping
centers, office and industrial properties, downtown specialty marketplaces,
the retail and non-retail rental components of mixed-use projects and
community retail centers

F-41

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- - Community Development -- 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

Our two business segments offer different products or services and are managed
separately because each requires different operating strategies or management
expertise. Prior to the TRC Merger, substantially all of our business involved
ownership and operation of shopping centers. As we evaluated operating results
and resource allocation on a property-by-property basis, we had concluded that
we had a single reportable segment. We do not distinguish or group our
consolidated operations on a geographic basis. Further, all material operations
are within the United States and no customer or tenant comprises more than 10%
of consolidated revenues.

The operating measure used to assess operating results for the business segments
is Real Estate Property Net Operating Income ("NOI"). Management believes that
NOI provides useful information about a property's operating performance.

The accounting policies of the segments are the same as those described in Note
1, except that we account for real estate ventures in which we have joint
interest and control and certain other minority interest ventures using the
proportionate share method rather than the equity method. This difference
affects only the reported revenues and operating expenses of the segments and
has no effect on our reported net earnings.

F-42

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Operating results for the segments and reconciliations of real estate property
net operating income to income from continuing operations in the consolidated
financial statements are as follows:

F-43

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The assets by segment and the reconciliation of total segment assets to the
total assets in the consolidated financial statements at December 31, 2004, and
2003 are summarized as follows:

NOTE 16 PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following pro forma financial information has been presented as a result of
acquisitions made during 2004 and 2003 (Note 3). The pro forma condensed
consolidated statements of operations are based upon the historical financial
information of General Growth, excluding discontinued operations, and the
historical financial information of each of the acquisitions as if the
acquisitions had occurred on the first day of the earliest period presented.

F-44

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following pro forma financial information may not necessarily be indicative
of what our actual results would have been if such transactions had been
completed as of the dates assumed nor does it purport to represent our results
of operations for future periods. Management believes that the TRC Merger will
create potential cost savings and operating efficiencies, such as elimination of
redundant administrative and property management costs. Additionally, we expect
to continue to finance or refinance certain properties with secured debt which
is expected to bear interest at rates lower than the interest rates assumed in
determining the pro forma interest expense adjustments in this pro forma
financial information. These potential cost and interest savings have not been
reflected in the accompanying unaudited pro forma condensed consolidated
statements of operations as we are currently unable to quantify them and there
is no assurance that any anticipated savings will be realized.

F-45

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 17 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

F-46

GENERAL GROWTH PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- ---------------

(a) Earnings (loss) per share for the quarters do not add up to the annual
earnings per share due to the issuance of additional stock during the year.

(b) Includes results of operations of TRCLP subsequent to the November 12, 2004
TRC Merger.

F-47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois

We have audited the consolidated financial statements of General Growth
Properties, Inc. (the "Company") as of December 31, 2004 and 2003, and for each
of the three years in the period ended December 31, 2004, management's
assessment of the effectiveness on the Company's internal control over financial
reporting as of December 31, 2004, and the effectiveness on the Company's
internal control over financial reporting as of December 31, 2004, and have
issued our reports thereon dated March 21, 2005 (which report on the
consolidated financial statements expresses an unqualified opinion and includes
an explanatory paragraph relating to the change in accounting for debt
extinguishment costs in 2003); such consolidated financial statements and
reports are included elsewhere in this Form 10-K. Our audit also included the
consolidated financial statement schedule of the Company listed in the Index to
Consolidated Financial Statements and Consolidated Financial Statement Schedule
on page F-1 of this Form 10-K. This consolidated financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audit. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 21, 2005

F-48

GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004

F-49

F-50

F-51

F-52

F-53

F-54

F-55

F-56

F-57

F-58

F-59

F-60

GENERAL GROWTH PROPERTIES, INC.

NOTES TO SCHEDULE III
(DOLLARS IN THOUSANDS)

(a) See description of mortgage notes and other debt payable in Note 6 of Notes
to Consolidated Financial Statements.

(b) Initial cost for constructed malls is cost at end of first complete
calendar year subsequent to opening.

(c) Carrying costs consist of capitalized construction-period interest and
taxes.

(d) The aggregate cost of land, buildings and equipment for federal income tax
purposes is approximately $16,570,519.

RECONCILIATION OF REAL ESTATE

RECONCILIATION OF ACCUMULATED DEPRECIATION

(e) Depreciation is computed based upon the following estimated lives:

(f) Represents historical carrying values of properties acquired in the TRC
Merger. As individual property values have not been finalized, purchase
accounting related adjustments are presented in total.

(g) Includes Ward Entertainment Center, Ward Warehouse, Ward Village and
Village Shops.

F-61

2.1 Agreement and Plan of Merger by and Among The Rouse Company,
General Growth Properties, Inc. and Red Acquisition, LLC
dated as of August 19, 2004 (previously filed as Exhibit 2.1
to our Current Report on Form 8-K/A filed August 24, 2004,
incorporated herein by reference).
3.1 Second Amended and Restated Certificate of Incorporation of
General Growth Properties, Inc. filed with the Delaware
Secretary of State on May 24, 1995 (previously filed as an
exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2003, incorporated herein by reference).
3.2 Certificate of Correction filed to correct an error in the
Second Amended and Restated Certificate of Incorporation of
General Growth Properties, Inc. filed with the Delaware
Secretary of State on December 21, 1995 (previously filed as
an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 1995, incorporated herein by reference).
3.3 Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of General Growth Properties,
Inc. filed with the Delaware Secretary of State on May 20,
1997 (previously filed as an exhibit to our Annual Report on
Form 10-K for the year ended December 31, 1997, incorporated
herein by reference).
3.4 Second Certificate of Amendment of Second Amended and
Restated Certificate of Incorporation of General Growth
Properties, Inc. filed with the Delaware Secretary of State
on May 17, 1999 (previously filed as an exhibit to our
Current Report on Form 8-K, dated July 12, 1999,
incorporated herein by reference).
3.5 Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of General Growth Properties,
Inc. filed with the Delaware Secretary of State on November
20, 2003 (previously filed as an exhibit to our Annual
Report on Form 10-K for the year ended December 31, 2003,
incorporated herein by reference).
3.6 Bylaws of General Growth Properties, Inc. (previously filed
as an exhibit to our Current Report on Form 8-K filed on
February 25, 1994, incorporated herein by reference).
3.7 Amendment to Article IV, Section 4.1 of the Bylaws
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 1994, incorporated
herein by reference).
3.8 Amended and Restated Section 3.9 of the Bylaws of General
Growth Properties, Inc. (as of February 5, 2003) (previously
filed as an exhibit to our Quarterly Report on Form 10-Q
dated May 9, 2003, incorporated herein by reference).
3.9 Purchase Agreement, dated April 17, 2002, among General
Growth Properties, Inc., the Operating Partnership, GGPLP
L.L.C., Goldman Sachs 2002 Exchange Place Fund, L.P. and
GSEP 2002 Realty Corp. (previously filed as an exhibit to
our Quarterly Report on Form 10-Q dated May 10, 2002,
incorporated herein by reference).
3.10 Purchase Agreement dated April 23, 2002, among General
Growth Properties, Inc., the Operating Partnership, GGPLP
L.L.C., the Goldman Sachs 2002 Exchange Place Fund, L.P. and
GSEP 2002 Realty Corp. (previously filed as an exhibit to
our Quarterly Report on Form 10-Q dated May 10, 2002,
incorporated herein by reference).
4.1 Redemption Rights Agreement, dated July 13, 1995, by and
among the Operating Partnership, General Growth Properties,
Inc. and the persons listed on the signature pages thereof
(previously filed as an exhibit to our Current Report on
Form 8-K dated July 17, 1996, incorporated herein by
reference).
4.2 Redemption Rights Agreement dated December 6, 1996, among
the Operating Partnership, Forbes/Cohen Properties, a
Michigan general partnership, Lakeview Square Associates, a
Michigan general partnership, and Jackson Properties, a
Michigan general partnership (previously filed as an exhibit
to our Current Report on Form 8-K dated January 3, 1997,
incorporated herein by reference).
4.3 Redemption Rights Agreement, dated June 19, 1997, among the
Operating Partnership, General Growth Properties, Inc., and
CA Southlake Investors, Ltd., a Georgia limited partnership
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 1997, incorporated
herein by reference).
4.4 Redemption Rights Agreement dated October 23, 1997, among
General Growth Properties, Inc., the Operating Partnership
and Peter Leibowits (previously filed as an exhibit to our
Annual Report on Form 10-K for the year ended December 31,
1997, incorporated herein by reference).

S-1

4.5 Certificate of Designation of Series A Junior Participating
Preferred Stock filed with the Delaware Secretary of State
on November 18, 1998 (previously filed as an exhibit to our
Current Report from on 8-K, dated November 18, 1998,
incorporated herein by reference).
4.6 Certificate of Amendment and Restatement of Certificate of
Designations, Preferences and Rights of 8.95% Cumulative
Redeemable Preferred Stock, Series B filed with the Delaware
Secretary of State on May 8, 2002 (previously filed as an
exhibit to our Current Report on Form 8-K dated July 10,
2002, incorporated herein by reference).
4.7 Certificate of Designations, Preferences and Rights of 8.5%
Cumulative Convertible Preferred Stock, Series C filed with
the Delaware Secretary of State on July 10, 2002 (previously
filed as an exhibit to our Current Report on Form 8-K dated
July 10, 2002, incorporated herein by reference).
4.8 Certificate of Designations, Preferences and Rights of 8.75%
Cumulative Redeemable Preferred Stock, Series D filed with
the Delaware Secretary of State on July 10, 2002 (previously
filed as an exhibit to our Current Report on Form 8-K dated
July 10, 2002, incorporated herein by reference).
4.9 Certificate of Designations, Preferences and Rights of 8.95%
Cumulative Redeemable Preferred Stock, Series E filed with
the Delaware Secretary of State on July 10, 2002 (previously
filed as an exhibit to our Current Report on Form 8-K dated
July 10, 2002, incorporated herein by reference).
4.10 Certificate of Designations, Preferences and Rights of 8.75%
Cumulative Redeemable Preferred Stock, Series F filed with
the Delaware Secretary of State on July 10, 2002 (previously
filed as an exhibit to our Current Report on Form 8-K dated
July 10, 2002, incorporated herein by reference).
4.11 Certificate of Designations, Preferences and Rights of 8.95%
Cumulative Redeemable Preferred Stock, Series G filed with
the Delaware Secretary of State on April 17, 2002
(previously filed with the Delaware Secretary of State as an
exhibit to our Quarterly Report on Form 10-Q dated May 10,
2002, incorporated herein by reference).
4.12 Certificate of Correction of Certificate of Designations,
Preferences and Rights of 8.95% Cumulative Redeemable
Preferred Stock Series G filed with the Delaware Secretary
of State on April 29, 2002 (previously filed as an exhibit
to our Current Report on Form 8-K dated July 24, 2002,
incorporated herein by reference).
4.13 Certificate of Designations, Preferences and Rights of 7%
Cumulative Convertible Preferred Stock, Series H filed with
the Delaware Secretary of State on November 27, 2002
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 2002, incorporated
herein by reference).
4.14 Redemption Rights Agreement dated April 2, 1998, among the
Operating Partnership, General Growth Properties, Inc. and
Southwest Properties Venture (previously filed as an exhibit
to our Current Report on Form 8-K dated May 26, 1998,
incorporated herein by reference).
4.15 Rights Agreement, dated November 18, 1998, between General
Growth Properties, Inc. and Norwest Bank Minnesota, N.A., as
Rights Agent (including the Form of Certificate of
Designation of Series A Junior Participating Preferred Stock
attached thereto as Exhibit A, the Form of Right Certificate
attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Shares attached thereto as Exhibit C)
(previously filed as an exhibit to our current report on
Form 8-K, dated November 18, 1998, incorporated herein by
reference).
4.16 First Amendment to Rights Agreement, dated as of November
10, 1999, between General Growth Properties, Inc. and
Norwest Bank Minnesota, N.A. (previously filed as an exhibit
to our Current Report on Form 8-K, dated November 23, 1999,
incorporated herein by reference).
4.17 Second Amendment to Rights Agreement, dated as of December
31, 2001, between General Growth Properties, Inc. and Mellon
Investor Services, LLC, successor to Norwest Bank Minnesota,
N.A. (previously filed as an exhibit to our Registration
Statement on Form S-3 (No. 333-82134) dated February 5,
2002, incorporated herein by reference).
4.18 Form of Common Stock Certificate (previously filed as an
exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2004, incorporated herein by reference).
4.19 Letter Agreement concerning Rights Agreement, dated November
10, 1999, between the Operating Partnership and NYSCRF
(previously filed as an exhibit to our Current Report on
Form 8-K, dated November 23, 1999, incorporated herein by
reference).

S-2

4.20 Redemption Rights Agreement, dated October 21, 1998, among
the Operating Partnership, General Growth Properties, Inc.
and the persons on the signature pages thereof (previously
filed as an exhibit to our Current Report on Form 8-K dated
November 13, 1998, incorporated herein by reference).
4.21 Redemption Rights Agreement, dated July 21, 1998, among the
Operating Partnership, General Growth Properties, Inc.,
Nashland Associates, a Tennessee general partnership, and
HRE Altamonte, Inc., a Delaware corporation (previously
filed as an exhibit to our Current Report on Form 8-K/A
dated October 2, 1998, incorporated herein by reference).
4.22 Redemption Rights Agreement, dated December 11, 2003, by and
among the Operating Partnership, General Growth Properties,
Inc. and Everitt Enterprises, Inc. (previously filed as an
exhibit to our Annual Report on Form 10-K for the year ended
December 31, 2002, incorporated herein by reference).
4.23 The Rouse Company and The First National Bank of Chicago
(Trustee) Indenture dated as of February 24, 1995.
10.1 Second Amended and Restated Agreement of Limited Partnership
of the Operating Partnership, dated April 1, 1998
(previously filed as an exhibit to our Quarterly Report on
Form 10-Q dated May 14, 1998, as amended May 21, 1998,
incorporated herein by reference).
10.2 First Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of June 10, 1998 (previously filed as an exhibit to our
Annual Report on Form 10-K for the year ended December 31,
2002, incorporated herein by reference).
10.3 Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of June 29, 1998 (previously filed as an exhibit to our
Annual Report on Form 10-K for the year ended December 31,
2002, incorporated herein by reference).
10.4 Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of February 15, 2002 (previously filed as an exhibit to our
Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
10.5 Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of April 24, 2002 (previously filed as an exhibit to our
Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
10.6 Fourth Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of July 10, 2002 (previously filed as an exhibit to our
Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
10.7 Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as
of November 27, 2002 (previously filed as an exhibit to our
Annual Report on Form 10-K for the year ended December 31,
2002, incorporated herein by reference).
10.8 Sixth Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, and
Exhibit A to the Amendment, dated as of November 20, 2003
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 2003, incorporated
herein by reference).
10.9 Amendment to Second Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, and
Exhibit A to the Amendment, dated as of December 11, 2003
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 2003, incorporated
herein by reference).
10.10 Amendment dated November 12, 2004 to the Second Amended and
Restated Agreement of Limited Partnership of GGP Limited
Partnership (previously filed as an exhibit to our Current
Report on Form 8-K/A dated November 12, 2004, incorporated
herein by reference).
10.11 Rights Agreement, dated July 27, 1993, between General
Growth Properties, Inc. and certain other parties named
therein (previously filed as an exhibit to our Annual Report
on Form 10-K for the year ended December 31, 1993,
incorporated herein by reference).
10.12 Amendment to Rights Agreement, dated as of February 1, 2000,
between General Growth Properties, Inc. and certain other
parties named therein (previously filed as an exhibit to our
Annual Report on Form 10-K for the year ended December 31,
1994, incorporated herein by reference).

S-3

10.13 Form of Indemnification Agreement between the Operating
Partnership, Martin Bucksbaum, Matthew Bucksbaum, Mall
Investment L.P. and M. Bucksbaum Company (previously filed
as an exhibit to our Registration Statement on Form S-11
(No. 33-56640), incorporated herein by reference).
10.14 Form of Registration Rights Agreement, dated April 15, 1993,
between General Growth Properties, Inc., Martin Bucksbaum,
Matthew Bucksbaum and the other parties named therein
(previously filed as an exhibit to our Registration
Statement on Form S-11 (No. 33-56640), incorporated herein
by reference).
10.15 Amendment to Registration Rights Agreement, dated February
1, 2000, between General Growth Properties, Inc. and certain
other parties named therein (previously filed as an exhibit
to our Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated herein by reference).
10.16 Form of Registration Rights Agreement between General Growth
Properties, Inc., Chase Manhattan Bank, as trustee for the
IBM Retirement Plan and WFA Growth Realty Associates Limited
Partnership (previously filed as an exhibit to our
Registration Statement on Form S-11 (No. 33-56640),
incorporated herein by reference).
10.17 Form of Incidental Registration Rights Agreement between
General Growth Properties, Inc., the Equitable Life
Assurance Society of the United States, Frank Russell Trust
Company Commingled Employee Benefit Trust Real Estate Equity
Fund and WFC Management Corporation (previously filed as an
exhibit to our Registration Statement on Form S-11 (No.
33-56640), incorporated herein by reference).
10.18 Form of Letter Agreements restricting sale of certain shares
of Common Stock (previously filed as an exhibit to our
Registration Statement on Form S-11 (No. 33-56640),
incorporated herein by reference).
10.19* Letter Agreement dated October 14, 1993, between General
Growth Properties, Inc. and Bernard Freibaum (previously
filed as an exhibit to our Annual Report on Form 10-K for
the year ended December 31, 1993, incorporated herein by
reference).
10.20* General Growth Properties, Inc. 1998 Incentive Stock Plan
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 1998, incorporated
herein by reference).
10.21* Amendment to General Growth Properties, Inc. 1998 Incentive
Stock Plan, dated May 9, 2000 (previously filed as an
exhibit to our Quarterly Report on Form 10-Q dated August
13, 2001, incorporated herein by reference).
10.22* General Growth Properties, Inc. 2003 Incentive Stock Plan
(previously filed as an exhibit to our Registration
Statement (333-105882) on Form S-8 dated June 6, 2003,
incorporated herein by reference).
10.23 Second Amended and Restated Operating Partnership Agreement
of GGPLP L.L.C., dated April 17, 2002 (previously filed as
an exhibit to our Quarterly Report on Form 10-Q dated May
10, 2002, incorporated herein by reference).
10.24 First Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C., dated April 23, 2002 (previously
filed as an exhibit to our Quarterly Report on Form 10-Q
dated May 10, 2002, incorporated herein by reference).
10.25 Second Amendment to the Second Amended and Restated
Operating Agreement of GGPLP L.L.C., dated May 13, 2002
(previously filed as an exhibit to our Quarterly Report on
Form 10-Q dated August 13, 2002, incorporated herein by
reference).
10.26 Third Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C., dated October 30, 2002
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 2002, incorporated
herein by reference).
10.27 Fourth Amendment to the Second Amended and Restated
Operating Agreement of GGPLP L.L.C., dated April 7, 2003
(previously filed as an exhibit to our Quarterly Report on
Form 10-Q dated May 9, 2003, incorporated herein by
reference).
10.28 Fifth Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C., dated April 11, 2003 (previously
filed as an exhibit to our Quarterly Report on Form 10-Q
dated May 9, 2003, incorporated herein by reference).

S-4

10.29 Sixth Amendment dated November 10, 2004 to the Second
Amended and Restated Operating Agreement of GGPLP, L.L.C.
(previously filed as an exhibit to our Current Report on
Form 8-K/A, dated November 12, 2004, incorporated herein by
reference).
10.30 Registration Rights Agreement dated May 25, 2000 between
General Growth Properties, Inc. and Goldman Sachs 2000
Exchange Place Fund, L.P. (previously filed as an exhibit to
our Quarterly Report on Form 10-Q dated August 9, 2000,
incorporated herein by reference).
10.31 Registration Rights Agreement, dated April 17, 2002, between
General Growth Properties, Inc. and GSEP 2002 Realty Corp.
(previously filed as an exhibit to our Quarterly Report on
Form 10-Q dated May 10, 2002, incorporated herein by
reference).
10.32 Redemption Rights Agreement (PDC Common Units), dated July
10, 2002, by and among the Operating Partnership, General
Growth Properties, Inc. and the persons listed on the
signature pages thereof (previously filed as an exhibit to
our Current Report on Form 8-K dated July 10, 2002,
incorporated herein by reference).
10.33 Redemption Rights Agreement (PDC Series B Preferred Units),
dated July 10, 2002, by and among the Operating Partnership,
General Growth Properties, Inc. and the persons listed on
the signature pages thereof (previously filed as an exhibit
to our Current Report on Form 8-K dated July 10, 2002,
incorporated herein by reference).
10.34 Redemption Rights Agreement (PDC Series C Preferred Units),
dated November 27, 2002, by and among the Operating
Partnership, General Growth Properties, Inc. and JSG, LLC
(previously filed as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 2002, incorporated
herein by reference).
10.35 Redemption Rights Agreement (PDC Common Units), dated
November 27, 2002, by and among the Operating Partnership,
General Growth Properties, Inc. and JSG, LLC (previously
filed as an exhibit to our Annual Report on Form 10-K for
the year ended December 31, 2002, incorporated herein by
reference).
10.36 Operating Agreement, dated November 10, 1999, between the
Operating Partnership, The Comptroller of the State of New
York as Trustee of the Common Retirement Fund ('NYSCRF"),
and GGP/Homart II L.L.C. a Delaware limited liability
company ('GGP/ Homart II") (previously filed as an exhibit
to our Current Report on Form 8-K, dated November 23, 1999,
incorporated herein by reference).
10.37 Contribution Agreement dated November 10, 1999, by and
between the Operating Partnership and GGP/Homart II
(Northbrook Court) (previously filed as an exhibit to our
Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
10.38 Contribution Agreement dated November 10, 1999, by and
between the Operating Partnership and GGP/Homart II
(Altamonte Mall) (previously filed as an exhibit to our
Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
10.39 Contribution Agreement dated November 10, 1999, by and
between the Operating Partnership and GGP/Homart II (Natick
Trust) (previously filed as an exhibit to our Current Report
on Form 8-K/A, dated January 11, 2000, incorporated herein
by reference).
10.40 Contribution Agreement dated November 10, 1999, by and
between the Operating Partnership and GGP/Homart II
(Stonebriar Centre) (previously filed as an exhibit to our
Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
10.41 Contribution Agreement dated November 10, 1999, by and
between NYSCRF and GGP/Homart II (Carolina Place)
(previously filed as an exhibit to our Current Report on
Form 8-K/A, dated January 11, 2000, incorporated herein by
reference).
10.42 Contribution Agreement dated November 10, 1999, by and
between NYSCRF and GGP/Homart II (Alderwood Mall)
(previously filed as an exhibit to our Current Report on
Form 8-K/A, dated January 11, 2000, incorporated herein by
reference).
10.43 Contribution Agreement dated November 10, 1999, by and
between NYSCRF and GGP/Homart II (Montclair Plaza)
(previously filed as an exhibit to our Current Report on
Form 8-K/A, dated January 11, 2000, incorporated herein by
reference).

S-5

10.44 $7,295,000,000 Amended and Restated Credit Agreement among
General Growth Properties, Inc., GGP Limited Partnership and
GGPLP L.L.C, as Borrowers, the Several Lenders from Time to
Time Parties hereto, Lehman Brothers Inc., Banc of America
Securities LLC, Credit Suisse First Boston and Wachovia
Capital Markets, LLC, as Arrangers, Bank of America, N.A.
and Credit Suisse First Boston, as Syndication Agents,
Eurohypo AG, New York Branch, as Documentation Agent, Lehman
Commercial Paper Inc., as Tranche B Administrative Agent,
and Wachovia Bank, National Association, as General
Administrative Agent dated as of November 12, 2004
(previously filed as an exhibit to our Current Report on
Form 8-K/A, dated November 12, 2004, incorporated herein by
reference).
10.45 Form of Contingent Stock Agreement, effective January 1,
1996, by The Rouse Company and in favor of and for the
benefit of the Holders and the Representatives (as defined
therein) (previously filed as an exhibit to our Registration
Statement on Form S-3/A (No. 333-120373), incorporated
herein by reference).
10.46 Assumption Agreement dated October 19, 2004 by General
Growth Properties, Inc. and The Rouse Company in favor of
and for the benefit of the Holders and the Representatives
(as defined therein).
10.47 Form of Option Agreement pursuant to 1998 Incentive Stock
Plan.
10.48 Form of Option Agreement pursuant to 2003 Incentive Stock
Plan.
21 List of our Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
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.

- ---------------

(*) A compensatory plan or arrangement required to be filed.

S-6