<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2001

                        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)

                                      N/A
  (Former name, former address and former fiscal year, if changed since last
                                    report)

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 _________
               -------

The number of shares of Common Stock, $.10 par value, outstanding on August 13,
2001 was 52,455,604.
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                        -------------------------------

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
                                                                                        NUMBER
                                                                                        ------
<S>                                                                                     <C>
Part 1    FINANCIAL INFORMATION

          Item 1:   Financial Statements

               Consolidated Balance Sheets
               as of June 30, 2001 and December 31, 2000...............................    3

               Consolidated Statements of Operations
               for the three and six months ended June 30, 2001 and 2000...............    4

               Consolidated Statements of Cash Flows
               for the six months ended June 30, 2001 and 2000.........................    5

               Notes to Consolidated Financial Statements..............................    6

          Item 2:   Management's Discussion and Analysis of
               Financial Condition and Results of Operations...........................   19

               Liquidity and Capital Resources of the Company..........................   23

          Item 3:   Quantitative and Qualitative Disclosures about Market Risk.........   28

Part 11   OTHER INFORMATION

          Item 4:   Submission of Matters to a Vote of Security Holders................   29

          Item 6:   Exhibits and Reports on Form 8-K...................................   29

          SIGNATURE....................................................................   30
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 2001 AND DECEMBER 31, 2000
                                  (UNAUDITED)
             (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                    ASSETS
                                    ------

                                                                                      June 30, 2001            December 31, 2000
                                                                                   -------------------        -------------------
<S>                                                                                <C>                        <C>
Investment in real estate:
 Land                                                                              $          649,242         $          649,160
 Buildings and equipment                                                                    3,976,732                  3,906,114
 Less accumulated depreciation                                                               (559,162)                  (488,130)
 Developments in progress                                                                     213,909                    135,926
                                                                                   ------------------         ------------------
   Net property and equipment                                                               4,280,721                  4,203,070
 Investment in Unconsolidated Real Estate Affiliates                                          778,014                    748,266
 Promissory note receivable                                                                    20,000                          -
                                                                                   ------------------         ------------------
   Net investment in real estate                                                            5,078,735                  4,951,336
Cash and cash equivalents                                                                      47,761                     27,229
Tenant accounts receivable, net                                                                88,092                     96,157
Deferred expenses, net                                                                        100,960                    105,534
Investment in and note receivable from General Growth
 Management, Inc.                                                                                   -                     66,079
Prepaid expenses and other assets                                                              54,510                     37,769
                                                                                   ------------------         ------------------
                                                                                   $        5,370,058         $        5,284,104
                                                                                   ==================         ==================
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Mortgage notes and other debt payable                                              $        3,442,345         $        3,244,126
Distributions payable                                                                          47,555                     47,509
Network discontinuance reserve                                                                  9,634                          -
Accounts payable and accrued expenses                                                         143,446                    186,393
                                                                                   ------------------         ------------------
                                                                                            3,642,980                  3,478,028
Minority interests:
 Redeemable Preferred Units                                                                   175,000                    175,000
 Common Units                                                                                 333,341                    355,158
                                                                                   ------------------         ------------------
                                                                                              508,341                    530,158
Commitments and contingencies                                                                       -                          -

Preferred Stock: $100 par value; 5,000,000 shares authorized;                                 337,500                    337,500
 345,000 designated as PIERS (Note 1) which are convertible and carry a
 $1,000 liquidation value, 337,500 of which were issued and outstanding at
 June 30, 2001 and December 31, 2000

Stockholders' Equity:
 Common stock: $.10 par value; 210,000,000 shares authorized;
   52,415,791 and 52,281,259 shares issued and outstanding
   as of June 30, 2001 and December 31, 2000, respectively                                      5,242                      5,228
 Additional paid-in capital                                                                 1,213,871                  1,210,261
 Retained earnings (deficit)                                                                 (325,801)                  (266,085)
 Notes receivable-common stock purchase                                                       (11,678)                    (9,449)
 Accumulated equity in other comprehensive loss of unconsolidated affiliate                      (397)                    (1,537)
                                                                                   ------------------         ------------------
   Total stockholders' equity                                                                 881,237                    938,418
                                                                                   ------------------         ------------------
                                                                                   $        5,370,058         $        5,284,104
                                                                                   ==================         ==================
</TABLE>

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

                                    3 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE AND SIX MONTHS ENDED
                            JUNE 30, 2001 AND 2000
                                  (UNAUDITED)
             (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                                          Three Months Ended          Six Months Ended
                                                                               June 30,                   June 30,
                                                                         2001         2000          2001          2000
                                                                      ----------   ----------   -----------   -----------
<S>                                                                   <C>          <C>          <C>           <C>
Revenues:
 Minimum rents                                                        $  108,887   $  105,276   $   220,947   $   207,278
 Tenant recoveries                                                        54,790       53,256       109,940       105,651
 Overage rents                                                             3,531        3,116         7,668         5,786
 Other                                                                     2,550        1,637         4,832         5,360
 Fee income                                                               19,784        1,741        38,125         3,434
                                                                     -----------   ----------   -----------   -----------
  Total revenues                                                         189,542      165,026       381,512       327,509
Expenses:
 Real estate taxes                                                        13,340       12,488        27,293        25,068
 Management fees to affiliate                                                  -        1,628             -         3,960
 Property operating                                                       56,301       36,868       112,705        77,301
 Provision for doubtful accounts                                             809           56         1,984           178
 General and administrative                                                1,827        1,593         3,344         3,022
 Depreciation and amortization                                            39,472       32,355        74,485        61,758
 Network discontinuance costs                                             65,000            -        65,000             -
                                                                     -----------   ----------   -----------   -----------
  Total operating expenses                                               176,749       84,988       284,811       171,287
                                                                     -----------   ----------   -----------   -----------
Operating income                                                          12,793       80,038        96,701       156,222

Interest income                                                            1,030        3,212         2,364         6,846
Interest expense                                                         (49,576)     (54,501)     (102,951)     (106,120)
Equity in net income/(loss) of unconsolidated affiliates                  12,783        8,998        22,612        17,479
Gain on sales                                                                  -           44             -            44
                                                                     -----------   ----------   -----------   -----------
Income (loss) before extraordinary items, cumulative effect
 of accounting change and allocation to minority interests               (22,970)      37,791        18,726        74,471
(Income) loss allocated to minority interests                              5,340       (9,841)       (6,285)      (18,280)
                                                                     -----------   ----------   -----------   -----------
Income (loss) before extraordinary items and
 cumulative effect of accounting change                                  (17,630)      27,950        12,441        56,191
Extraordinary items                                                       (1,011)           -        (1,011)            -
Cumulative effect of accounting change                                         -            -        (3,334)            -
                                                                     -----------   ----------   -----------   -----------
  Net income (loss)                                                      (18,641)      27,950         8,096        56,191
Convertible Preferred Stock Dividends                                     (6,117)      (6,117)      (12,234)      (12,234)
                                                                     -----------   ----------   -----------   -----------
  Net income (loss) available to common stockholders                  $  (24,758)  $   21,833   $    (4,138)  $    43,957
                                                                     ===========   ==========   ===========   ===========

Earnings (loss) before extraordinary items and
 cumulative effect of accounting change per share-basic               $    (0.45)  $     0.42   $         -   $      0.85
                                                                     ===========   ==========   ===========   ===========
Earnings (loss) before extraordinary items and
 cumulative effect of accounting change per share-diluted             $    (0.45)  $     0.42   $         -   $      0.85
                                                                     ===========   ==========   ===========   ===========

Earnings (loss) per share-basic                                       $    (0.47)  $     0.42   $     (0.08)  $      0.85
                                                                     ===========   ==========   ===========   ===========
Earnings (loss) per share-diluted                                     $    (0.47)  $     0.42   $     (0.08)  $      0.85
                                                                     ===========   ==========   ===========   ===========

Distributions declared per share                                      $     0.53   $     0.51   $      1.06   $      1.02
                                                                     ===========   ==========   ===========   ===========
Net income (loss)                                                     $  (18,641)  $   27,950   $     8,096   $    56,191
Other comprehensive income (loss):
 Equity in unrealized income/(loss) on available-for-sale
 securities of unconsolidated affiliate, net of minority interest            873            -         1,140             -
                                                                     -----------   ----------   -----------   -----------
Comprehensive income (loss)                                           $  (17,768)  $   27,950   $     9,236   $    56,191
                                                                     ===========   ==========   ===========   ===========
</TABLE>

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

                                    4 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 3
                                  (UNAUDITED)

             (Dollars in thousands, except for per share amounts)


<TABLE>
<CAPTION>
                                                                                                  Six Months Ended
                                                                                                       June 30,
                                                                                              2001                    2000
                                                                                        ---------------         ---------------
<S>                                                                                     <C>                     <C>
Cash flows from operating activities:
     Net Income (loss)                                                                  $         8,096          $      56,191
Adjustments to reconcile net income to net cash
provided by operating activities:
     Minority interests                                                                           6,285                 18,280
     Extraordinary items                                                                          1,011                      -
     Cumulative effect of accounting change                                                       3,334                      -
     Equity in net income of unconsolidated affiliates                                          (22,612)               (17,479)
     Provision for doubtful accounts                                                              1,984                    178
     Distributions received from unconsolidated affiliates                                       10,998                 16,205
     Depreciation                                                                                62,858                 55,666
     Amortization                                                                                11,627                  6,092
     Gain on sales                                                                                    -                    (44)
Net Changes:
     Tenant accounts receivable                                                                  22,178                  9,938
     Prepaid expenses and other assets                                                              319                  8,115
     Accounts payable-Network and Broadband System Reserve                                        9,634                      -
     Accounts payable and accrued expenses                                                      (50,382)               (18,377)
                                                                                        ---------------          -------------
       Net cash provided by (used in) operating activities                                       65,330                134,765
                                                                                        ---------------          -------------
Cash flows from investing activities:
     Acquisition/development of real estate and improvements
      and additions to properties                                                               (93,731)              (105,179)
     Network and Broadband System additions                                                     (31,320)                     -
     Increase in investments in unconsolidated affiliates                                       (13,285)               (60,930)
     Promissory note receivable                                                                 (20,000)                     -
     Change in notes receivable from General Growth Management, Inc.                                  -                  2,986
     Distributions received from unconsolidated affiliates                                       28,998                 32,737
     Increase in deferred expenses                                                              (15,906)               (11,827)
                                                                                        ---------------          -------------
       Net cash provided by (used in) investing activities                                     (145,244)              (142,213)
                                                                                        ---------------          -------------
Cash flows from financing activities:
     Cash distributions paid to common stockholders                                             (55,522)               (52,964)
     Cash distributions paid to minority interests                                              (20,758)               (20,198)
     Cash distributions paid to holders of RPU's                                                 (7,831)                     -
     Payment of dividends on PIERS                                                              (12,234)               (12,234)
     Proceeds from sale of common stock, net of issuance costs                                    1,444                  2,348
     Proceeds from issuance of RPU's, net of issuance costs                                           -                170,625
     Proceeds from issuance of mortgage / other notes payable                                   298,342                209,606
     Principal payments on mortgage notes and other debt payable                               (100,123)              (274,897)
     Increase in deferred expenses                                                               (2,872)                  (168)
                                                                                        ---------------          -------------
       Net cash provided by (used in) financing activities                                      100,446                 22,118
                                                                                        ---------------          -------------

Net change in cash and cash equivalents                                                          20,532                 14,670
Cash and cash equivalents at beginning of period                                                 27,229                 25,593
                                                                                        ---------------          -------------
Cash and cash equivalents at end of period                                              $        47,761          $      40,263
                                                                                        ===============          =============
Supplemental disclosure of cash flow information
     Interest paid                                                                      $       108,605          $     113,670
     Interest capitalized                                                                        13,143                  9,382
                                                                                        ===============          =============
Non-cash investing and financing activities:
     Common stock issued in exchange for Operating Partnership Units                    $           575          $         418
     Operating Partnership Units issued as consideration for                                          -                    215
     purchase of land
     Acquisition of GGMI                                                                         66,079                      -
     Notes receivable issued for exercised stock options                                          2,229                  6,360
     Acquisition of property in exchange for tenant note receivable                               8,207                      -
     Assumption and conversion of notes in conjunction with acquisition of property                   -                 77,657
</TABLE>


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

                                   5 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)



NOTE 1    ORGANIZATION

Readers of this quarterly report should refer to the Company's audited financial
statements for the year ended December 31, 2000 which are included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
(Commission File No. 1-11656), as certain footnote disclosures which would
substantially duplicate those contained in the 2000 annual audited financial
statements have been omitted from this report. Capitalized terms used but not
defined in this quarterly report have the same meanings as in the Company's 2000
Annual Report on Form 10-K.

General

General Growth Properties, Inc., a Delaware corporation ("General Growth"), was
formed in 1986 to own and operate regional mall shopping centers.  All
references to the "Company" in these Notes to Consolidated Financial Statements
include General Growth and those entities owned or controlled by General Growth
(including the Operating Partnership and the LLC as described below), unless the
context indicates otherwise. Proceeds from General Growth's April 15, 1993
initial public offering of common stock (the "Common Stock") were used to
acquire a majority interest in GGP Limited Partnership (the "Operating
Partnership") which was formed to succeed to substantially all of the interests
in regional mall general partnerships owned and controlled by the Company and
its original stockholders. The Company conducts substantially all of its
business through the Operating Partnership, which commenced operations on April
15, 1993.

As of June 30, 2001, the Company owned 100% of fifty-three regional shopping
centers (the "Wholly-Owned Centers"); 100% of the common stock of General Growth
Management, Inc. ("GGMI"); 50% of the stock of GGP/Homart, Inc. ("GGP/Homart"),
50% of the membership interest in GGP/Homart II L.L.C. ("GGP/Homart II"), 51% of
the stock of GGP Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the stock of GGP Ivanhoe
III, Inc. ("GGP Ivanhoe III") and 50% of Quail Springs Mall and Town East Mall
(collectively, the "Unconsolidated Real Estate Affiliates"). As of such date,
GGP/Homart owned interests in twenty-three shopping centers, GGP/Homart II owned
interests in eight shopping centers, GGP Ivanhoe owned 100% of two shopping
centers, and GGP Ivanhoe III owned 100% of eight shopping centers. Together, the
Wholly-Owned Centers and the centers owned by the Unconsolidated Real Estate
Affiliates comprise the "Company Portfolio" or the "Portfolio Centers".

Effective January 1, 2000, General Growth established a Dividend Reinvestment
and Stock Purchase Plan ("DRSP").  General Growth has reserved for issuance up
to 1,000,000 shares of Common Stock for issuance under the DRSP. The DRSP will,
in general, allow participants in the plan to make purchases of Common Stock
from dividends received or additional cash investments. Although the purchase
price of the Common Stock will be determined by the current market price, the
purchases will be made without fees or commissions. General Growth will satisfy
DRSP Common Stock purchase needs through the issuance of new shares of Common
Stock or by repurchases of currently outstanding Common Stock. As of June 30,
2001, an aggregate of 36,751 shares of Common Stock have been issued under the
DRSP.

During May 2000, the Operating Partnership formed GGPLP L.L.C., a Delaware
limited liability company ("the LLC"), by contributing its interest in a
portfolio of 44 Wholly-Owned Centers to the LLC in exchange for all of the
common units of membership interest in the LLC. On May 25, 2000, a total of
700,000 redeemable preferred units of membership interest in the LLC (the
"RPUs") were issued to an institutional investor by the LLC, which yielded
approximately $170,625 in net proceeds to the Company. The net proceeds from the
sale of the RPUs were used to repay a portion of the Company's unsecured debt.
Holders of the RPUs are entitled to receive cumulative preferential cash
distributions per RPU (payable quarterly commencing July 15, 2000) at a per
annum rate of 8.95% of the $250 liquidation preference thereof (or $5.59375 per
quarter) prior to any distributions by the LLC to the Operating Partnership. As
of the date of this report, cumulative distributions of

                                    6 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


$17,838 representing preferential distributions from May 25, 2000 through July
15, 2001 have been paid. Subject to certain limitations, the RPUs may be
redeemed in cash by the LLC at any time on or after May 25, 2005 for the
liquidation preference amount plus accrued and unpaid distributions and may be
exchanged by the holders of the RPUs on or after May 25, 2010 for an equivalent
amount of a newly created series of redeemable preferred stock of General
Growth. Such preferred stock would provide for an equivalent 8.95% annual
preferred distribution and would also be redeemable by the Company for cash
equal to the liquidation preference amount plus accrued and unpaid
distributions. The RPUs have been reflected in the accompanying consolidated
financial statements as a component of minority interest at the current total
liquidation preference amount of $175,000.

As of June 30, 2001, General Growth owned an approximate 73% general partnership
interest in the Operating Partnership (excluding its preferred units of
partnership interest as discussed below).  The remaining approximate 27%
minority interest in the Operating Partnership is held by limited partners that
include trusts for the benefit of the families of the original stockholders who
initially owned and controlled 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
"Units"). The Units can be redeemed for cash or, at General Growth's election
with certain restrictions, for shares of Common Stock on a one-for-one basis.
The holders of the Units also share equally with General Growth's common
stockholders on a per share basis in any distributions by the Operating
Partnership on the basis that one Unit is equivalent to one share of Common
Stock.

General Growth has issued 13,500,000 depositary shares, each representing 1/40
of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A
("PIERS"), or a total of 337,500 PIERS. The PIERS are reflected on the
accompanying balance sheets at their $1,000 per share liquidation or redemption
value. In order to enable General Growth to comply with its obligations in
respect to the PIERS, General Growth owns preferred units of limited partnership
interest in the Operating Partnership (the "Preferred Units") which have rights,
preferences and other privileges, including distribution, liquidation,
conversion and redemption rights, that mirror those of the PIERS.  Accordingly,
the Operating Partnership is required to make all required distributions on the
Preferred Units prior to any distribution of cash or assets to the holders of
the Units. At June 30, 2001, 100% of the Preferred Units (337,500) were owned by
General Growth.

On January 1, 2001, the Company acquired for nominal consideration 100% of the
common stock of GGMI. The results of operations of GGMI have been consolidated
in the accompanying financial statements as of and for the three and six months
ended June 30, 2001. This transaction was accounted for as a purchase. In
connection with the acquisition, the GGMI preferred stock owned by the Company
was cancelled and approximately $77,500 of the outstanding loans owed by GGMI to
the Company were contributed to the capital of GGMI. In addition, the Company
and GGMI concurrently terminated the management contracts for the Wholly-Owned
Centers as the management activities will be performed directly by the Company.
GGMI will continue to manage, lease, and perform various other services for the
Unconsolidated Centers and other properties owned by unaffiliated third parties.
During 2001, the Company elected that GGMI be treated as a taxable REIT
subsidiary (a "TRS") as permitted under the Tax Relief Extension Act of 1999.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the
Company and the Operating Partnership consisting of the fifty-three Wholly-Owned
Centers (including those owned by the LLC), GGMI and the unconsolidated
investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP Ivanhoe III, Quail
Springs Mall and Town East Mall. All significant inter-company balances and
transactions have been eliminated.

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

                                    7 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


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. Actual results could differ from those estimates.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair statement of the financial position of the
Company as of June 30, 2001 and the results of operations for the three and six
months ended June 30, 2001 and 2000 and cash flows for the six months ended June
30, 2001 and 2000 have been included. The results for the interim periods ended
June 30, 2001 and 2000 are not necessarily indicative of the results to be
obtained for the full fiscal year.

Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform to the 2001, presentation with no impact on the net
operating results previously reported.

Earnings Per Share ("EPS")

Basic per share amounts are based on the weighted average of common shares
outstanding of 52,389,099 for 2001 and 51,941,744 for 2000. Diluted per share
amounts are based on the total number of weighted average common shares and
dilutive securities (stock options) outstanding of 52,471,502 for 2001 and
51,974,500 for 2000. However, certain options outstanding were not included in
the computation of diluted earnings per share either because the exercise price
of the stock options was higher than the average market price of the Common
Stock for the applicable periods and therefore the effect would be anti-dilutive
or because the conditions which must be satisfied prior to the issuance of any
such shares were not achieved during the applicable periods. The effect of the
issuance of the PIERS is anti-dilutive with respect to the Company's calculation
of diluted earnings per share for the three and six months ended June 30, 2001
and 2000 and therefore has been excluded. The outstanding Units have also been
excluded from the Company's calculation of diluted earnings per share as there
would be no net effect on the reported EPS amounts since the minority interests'
share of income would also be added back to net income.

The following are the reconciliations of the numerators and denominators of the
basic and diluted EPS.

<TABLE>
<CAPTION>
                                                                      Three Months Ended        Six Months Ended
                                                                            June 30,                 June 30,
                                                                       2001        2000         2001         2000
                                                                  -----------   ---------   ----------   ----------
<S>                                                               <C>           <C>         <C>          <C>
Numerators:
Income (loss) before extraordinary items
  and cumulative effect of accounting change                       $  (17,630)  $  27,950   $   12,441   $   56,191
  Dividends on PIERS                                                   (6,117)     (6,117)     (12,234)     (12,234)
                                                                  -----------   ---------   ----------   ----------
  Income (loss) available to common stockholders before
    extraordinary items and cumulative effect
    of accounting change - for basic and diluted EPS                  (23,747)     21,833          207       43,957
  Extraordinary items                                                  (1,011)          -       (1,011)           -
  Cumulative effect of accounting change                                    -           -       (3,334)           -
                                                                  -----------   ---------   ----------   ----------
Net income (loss) available to common
 stockholders - for basic and diluted EPS                          $  (24,758)  $  21,833   $   (4,138)  $   43,957
                                                                  ===========   =========   ==========   ==========
Denominators:
Weighted average common shares
 outstanding (in thousands) - for basic EPS                            52,413      51,965       52,389       51,942
Effect of dilutive securities - options                                    95          47           83           33
                                                                  -----------   ---------   ----------   ----------
Weighted average common shares
 outstanding (in thousands) - for diluted EPS                          52,508      52,012       52,472       51,975
                                                                  ===========   =========   ==========   ==========
</TABLE>

                                    8 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

Notes Receivable - Officers

As of June 30, 2001, certain officers of the Company were indebted to the
Company in the aggregate amount of $11,678 under promissory notes issued by such
officers in connection with their exercise of options to purchase an aggregate
of 485,000 shares of the Company's Common Stock, including approximately $2,228
advanced to an officer for the purchase of 75,000 shares of Common Stock in
2001. Subsequent to June 30, 2001 and as of the date of this report, the Company
has made an additional advance of approximately $2,895 in connection with the
exercise of options to purchase an aggregate of 80,000 shares of Common Stock by
an officer. In June 2000, a $1,120 loan was repaid by one of the officers. Also
in 2000, the Company forgave approximately $150 of other notes receivable from
an officer (previously reflected in prepaid expenses and other assets). The
notes, which bear interest at a rate computed as a formula of a market rate, are
collateralized by the shares of Common Stock issued upon exercise of such stock
options, provide for quarterly payments of interest and are payable to the
Company on demand.

Revenue Recognition

Minimum rent revenues are recognized on a straight-line basis over the term of
the related leases. As of June 30, 2001, approximately $43,700 has been
cumulatively recognized as straight-line rents receivable all of which is
included in prepaid and other assets in the accompanying consolidated financial
statements. Overage rents are recognized on an accrual basis once tenant sales
revenues exceed contractual tenant lease annual thresholds. Recoveries from
tenants for taxes, insurance and other shopping center operating expenses are
recognized as revenues in the period the applicable costs are incurred. The
Company provides an allowance for doubtful accounts against the portion of
accounts receivable which is estimated to be uncollectible.  Such allowances are
reviewed periodically based upon the recovery experience of the Company. Other
income represents financing fees and other ancillary services performed by the
Company for the benefit of its Unconsolidted Real Estate Affiliates.

Comprehensive Income

Comprehensive income is a more inclusive financial reporting methodology that
encompasses net income and all other changes in equity except those resulting
from investments by and distributions to equity holders.  One item included in
comprehensive income but not net income is unrealized holding gains or losses on
marketable securities classified as available-for-sale.  Although General Growth
and its consolidated affiliates do not have any material available-for-sale
securities, one of its unconsolidated affiliates received common stock of Simon
Property Group, Inc. as part of a 1998 transaction. Cumulative net holding
losses on such securities through December 31, 2000 were $1,537 and were
reflected as accumulated equity in other comprehensive loss of unconsolidated
affiliate.  During June 2001, such unconsolidated affiliate sold a portion of
its total holdings of Simon Property Group Stock at a cumulative loss and the
cumulative other comprehensive losses for the stock sold were reversed. For the
six months ended June 30, 2001 the Company increased its carrying amount for its
investment in such unconsolidated affiliate by $1,566 and reflected $873 and
$1,140, respectively for the three and six months ended June 30, 2001, as other
comprehensive gain, net of minority interest of $326 and $426 respectively, as
its equity in such unconsolidated affiliate's unrealized holding gain on such
remaining securities for such periods. For the three and six months ended June
30, 2000 there were nominal holding losses on such securities which have not
been reflected.

Business Segment Information

The sole business of General Growth and its consolidated affiliates is owning
and operating shopping centers. General Growth evaluates operating results and
allocates resources on a property-by-property basis and

                                    9 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

does not distinguish nor group its consolidated operations on a geographic
basis. Accordingly, General Growth has determined it has a single reportable
segment for Statement of Financial Accounting Standards No. 131 purposes.
Further, all operations are within the United States and no customer or tenant
comprises more than 10% of consolidated revenues.

NOTE 2 PROPERTY ACQUISITIONS AND DEVELOPMENTS

2000

During September 1999, St. Cloud Funding, L.L.C., a wholly-owned subsidiary of
the Operating Partnership ("St. Cloud Funding"), agreed to advance approximately
$31,000 to an unaffiliated developer in the form of a second mortgage loan
(bearing interest at 15% per annum) collateralized by such developer's ownership
interest in Crossroads Center in St. Cloud (Minneapolis), Minnesota. The loan,
as subsequently amended, contained provisions which permitted or, under certain
circumstances and as elected by the borrower, required that, St. Cloud Mall
L.L.C., all of the interests of which are owned by the Company ("St. Cloud
Mall"), acquire the property. Pursuant to such provisions, on April 26, 2000,
St. Cloud Mall purchased the property at a price equal to approximately $2,000
plus the then outstanding balances of the first mortgage (approximately $46,600)
and St. Cloud Funding's second mortgage.

During April 2001, GGP-Tucson Mall, L.L.C., a wholly-owned subsidiary of the
Operating Partnership ("GGP-Tucson"), agreed to advance $20,000 to an
unaffiliated developer in the form of a secured promissory note (bearing
interest at 8% per annum) collateralized by such developer's ownership interest
in Tucson Mall in Tucson, Arizona.   The promissory note is payable interest
only and is due on demand. However, GGP-Tucson may not demand repayment of the
note prior to August 31, 2001 unless such demand is made concurrently with the
exercise or termination of GGP-Tucson's purchase option as discussed below. GGP-
Tucson has also entered into an option agreement to purchase Tucson Mall from
such developers. The option agreement, expiring August 31, 2001, provides for
the potential acquisition of Tucson Mall, a 1.3 million square foot enclosed
regional mall in Tucson, Arizona for approximately $180,000 which is expected to
be funded in cash and by new first mortgage financing. On August 6, 2001 GGP-
Tucson exercised its option to aquire Tucson Mall with the acquisition expected
to be completed by August 31, 2001.

All acquisitions completed through June 30, 2001 were accounted for utilizing
the purchase method and accordingly, the results of operations are included in
the Company's results of operations from the respective dates of acquisition.

Developments

During 2000, the Company completed construction of Stonebriar Centre, owned by
GGP/Homart II, located in Frisco (Dallas), Texas. Construction had commenced in
October of 1999 and Stonebriar Centre opened as scheduled on August 4, 2000.

The Company has an ongoing program of renovations and expansions at its
properties including significant projects currently under construction at the
Park Mall in Tuscon, Arizona, Eden Prairie Mall in Eden Prairie
(Minneapolis), Minnesota; Mayfair Mall in Wauwatosa (Milwaukee), Wisconsin; The
Crossroads in Portage, Michigan; Knollwood Mall in St. Louis Park (Minneapolis),
Minnesota; and Southwest Plaza Mall in Littleton (Denver), Colorado. The company
has categorized the cumulative expenditures for such renovations and expansions
as developments in progress.

During 1999, the Company formed a joint venture to develop a regional mall in
Westlake (Dallas), Texas. As of June 30, 2001, the Company has invested
approximately $15,566 (including land acquisition costs) in the joint venture.
In addition, the Company is currently obligated to fund pre-development costs
(estimated to be approximately $1,545, most of which have been incurred). Actual
development costs have not been determined at this time. The retail site, part
of a planned community which is expected to contain a resort

                                   10 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


hotel, a golf course, luxury homes and corporate offices, is currently planned
to contain up to 1.6 million square feet of tenant space including up to six
anchor stores and a multi-screen theater. There can be no assurance that
development of this site will proceed beyond the pre-development phase.

The Company also is investigating certain other potential development sites,
including a site in Toledo, Ohio (investment, including land acquisition costs,
of approximately $13,500 included in developments in progress at June 30, 2001).
An additional site under investigation is in West Des Moines, Iowa, (investment,
including option cost for land, of approximately $300 is included in prepaid and
other assets at June 30, 2001). There can be no assurance that development of
these or any other of the potential development sites will proceed.

NOTE 3  INVESTMENTS IN UNCONSOLIDATED AFFILIATES

GGP/Homart

The Company holds a 50% interest in GGP/Homart with the remaining ownership
interest held by New York State Common Retirement Fund ("NYSCRF"), the Company's
co-investor in GGP/Homart II (described below).  At June 30, 2001, GGP/Homart
owned interests in twenty-three regional shopping malls, four of which were
owned jointly with venture partners.  GGP/Homart has elected real estate
investment trust status for income tax purposes.  The Company shares in the
profits and losses, cash flows and other matters relating to GGP/Homart in
accordance with its 50% ownership percentage.  NYSCRF has an exchange right
under the GGP/Homart Stockholders Agreement which permits it to convert its
ownership interest in GGP/Homart to shares of Common Stock of General Growth.
If such exchange right is exercised, the Company may, at its election,
alternatively satisfy such exchange in cash.

GGP/Homart II

In November 1999, the Company, together with NYSCRF, formed GGP/Homart II, a
Delaware limited liability company which is owned equally by the Company and
NYSCRF.  GGP/Homart II owns 100% interests in Stonebriar Centre in Frisco
(Dallas), Texas, Altamonte Mall in Altamonte Springs (Orlando), Florida, Natick
Mall in Natick (Boston), Massachusetts and Northbrook Court in Northbrook
(Chicago), Illinois, which were contributed to the joint venture by the Company;
and 100% interests in Alderwood Mall in Lynnwood (Seattle), Washington, Carolina
Place in Charlotte, North Carolina, and Montclair Plaza in Los Angeles,
California, which were contributed to the joint venture by NYSCRF.  Certain of
the malls were contributed subject to existing financing in order to balance the
net equity values of the malls contributed by each of the venture partners.
Also, on March 22, 2001, GGP/Homart II purchased a 100% interest in Willowbrook
Mall in Houston, Texas for approximately $145,000. GGP/Homart II financed the
acquisition with a new $102,000 10-year mortgage loan bearing interest at 6.93%
per annum and approximately $43,000 in financing proceeds from a new mortgage
loan collateralized by the Stonebriar Centre. According to the membership
agreement between the venture partners, the Company and NYSCRF share in the
profits and losses, cash flows and other matters relating to GGP/Homart II in
accordance with their respective 50% ownership percentages.

GGP Ivanhoe III

GGP Ivanhoe III owns 100% interests in Landmark Mall in Alexandria, Virginia;
Mayfair Mall and adjacent office buildings in Wauwatosa (Milwaukee), Wisconsin;
Meadows Mall in Las Vegas, Nevada; Northgate Mall in Chattanooga, Tennessee;
Oglethorpe Mall in Savannah, Georgia; Park City Center in Lancaster,
Pennsylvania; Oak View Mall in Omaha, Nebraska; and Eastridge Shopping Mall in
San Jose, California. GGP Ivanhoe III, which has elected to be taxed as a REIT,
is owned 51% by the Company and 49% by an affiliate of Ivanhoe Cambridge of
Montreal, Quebec, Canada ("Ivanhoe"), which is also the Company's joint venture
partner in GGP Ivanhoe (described below). The Company and Ivanhoe share in the
profits and losses, cash flows and other matters relating to GGP Ivanhoe III in
accordance with their respective ownership

                                   11 of 30
<PAGE>

                       GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


percentages except that certain major operating and capital decisions (as
defined in the stockholders' agreement) require the approval of both
stockholders. Accordingly, the Company is accounting for GGP Ivanhoe III using
the equity method.

GGP Ivanhoe

GGP Ivanhoe owns The Oaks Mall in Gainesville, Florida and Westroads Mall in
Omaha, Nebraska. The Company owns a 51% ownership interest in GGP Ivanhoe and
Ivanhoe owns the remaining 49% ownership interest. The terms of the
stockholder's agreement are similar to those of GGP Ivanhoe III.

Town East Mall / Quail Springs Mall

The Company owns a 50% interest in Town East Mall, located in Mesquite, Texas
and a 50% interest in Quail Springs Mall in Oklahoma City, Oklahoma. The Company
shares in the profits and losses, cash flows and other matters relating to Town
East Mall and Quail Springs Mall in accordance with its ownership percentage.

GGMI

On January 1, 2001, the Operating Partnership acquired 100% of the common stock
of GGMI as discussed in Note 1 and the operations, net assets and liabilities of
GGMI have been fully consolidated into the Company's consolidated financial
statements.  During 2000, the Operating Partnership held all of the non-voting
preferred stock ownership interest in GGMI representing 95% of the equity
interest. Certain key current or former employees of the Company held the
remaining 5% equity interest through ownership of 100% of the common stock of
GGMI, which was entitled to all voting rights in GGMI.  Accordingly, the Company
utilized the equity method to account for its ownership interest in GGMI in 2000
and prior years. GGMI could not distribute funds to its common stockholders
until its available cash flow exceeded all accumulated preferred dividends owed
to the preferred stockholder. As no preferred stock dividends had been paid by
GGMI, the Company had been allocated 100% of the earnings (loss) and cash flows
generated by GGMI since 1996. The Operating Partnership also had advanced funds
to GGMI at interest rates ranging from 8% to 14% per annum which were scheduled
to mature by 2016.  Such loans were capitalized in 2001 as discussed above and
in Note 4. GGMI had managed; leased, and performed various other services for
the Portfolio Centers and other properties owned by unaffiliated parties.

Summarized Income Statement Information Of Unconsolidated Real Estate Affiliates

The following is summarized income statement information of Unconsolidated Real
Estate Affiliates of the Company for the three and six months ended June 30,
2001 and 2000.


<TABLE>
<CAPTION>
                                                             Three Months Ended          Six Months Ended
                                                                   June                         June
                                                             2001            2000         2001         2000
                                                      -------------    ------------   ----------  -----------
     <S>                                                <C>            <C>            <C>          <C>
     Total Revenues                                   $     162,910    $    137,351   $  315,412   $  270,364

     Operating expenses                                      67,267          56,874      130,460       89,215
     Depreciation and Amortization                           31,067          25,816       60,556       75,934
                                                     --------------   -------------   ----------  -----------
          Operating Income                                   64,576          54,661      124,396      105,215
     Interest expense, net                                  (37,795)        (34,201)     (75,196)     (68,036)
     Equity in net income of
         unconsolidated real estate affiliates                  778           1,469        1,556        2,701

     Extraordinary Item                                      (2,080)              -       (2,080)           -
     Gain (loss) on property sales                             (340)              -         (330)         183
     Income allocated to minority interest                        -             (63)           -         (151)
                                                     --------------   -------------   ----------  -----------
      Net Income                                      $      25,139    $     21,866   $   48,346   $   39,912
                                                     ==============   =============   ==========  ===========
</TABLE>

                                   12 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Dollars in thousands, except for per share amounts)



NOTE 4   MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable at June 30, 2001 and December 31, 2000
consisted of the following:


                                           June 30, 2001     December 31, 2000

     Fixed-Rate debt:
      Mortgage notes payable              $    1,946,158     $     1,832,783
     Variable-Rate debt:
      Mortgage notes payable                   1,121,187           1,146,343
      Credit Facility and bank loan              375,000             265,000
                                          --------------     ---------------
      Total Variable-Rate debt                 1,496,187           1,411,343
                                          --------------     ---------------

      Total                               $    3,442,345     $     3,244,126
                                          ==============     ===============

Fixed Rate Debt
Mortgage Notes Payable

Mortgage notes and other debt payable consist primarily of fixed rate non-
recourse notes collateralized by individual properties or groups of properties.
In addition, at June 30, 2001 the Company has approximately $81,000 in
notes payable or capital lease obligations related to the Broadband System
equipment and Network activities (see Note 7). Certain mortgage notes payable
may be prepaid but are generally subject to a prepayment penalty of a yield-
maintenance premium or a percentage of the loan balance.

In March 2001, the Company obtained a $115,000 mortgage loan collateralized by
Capital Mall, Greenwood Mall, and Gateway Mall. The new mortgage loan requires
monthly payments of principal and interest at a rate of 7.28% per annum and
matures in April 2011.

In December 2000, the Company obtained an additional $20,000 mortgage loan
collateralized by the Valley Hills Mall. The new mortgage loan is payable
interest only until maturity at a rate of 7.91% per annum and matures in
February 2004.

Variable Rate Debt
Mortgage Notes Payable

Variable mortgage notes payable consist primarily of approximately $130,000 of
non-recourse financing collateralized by a pool of six wholly-owned properties,
approximately $140,000 of new floating rate financing related to Northridge
Fashion Center as described below and approximately $722,541 of collateralized
mortgage-backed securities, as described below.  The remaining loans are
generally short term in nature and bear interest at a rate per annum equal to
LIBOR (3.86% at June 30, 2001) plus 90 to 185 basis points.  Interest rates on
LIBOR-based variable rate notes are generally adjusted on thirty-day intervals
in response to changes in LIBOR.  The Company currently expects to retire or
refinance such obligations when market conditions are favorable or at maturity.

                                   13 of 30
<PAGE>

                      GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


Commercial Mortgage-Backed Securities

In August 1999, the Company issued $500,000 of commercial mortgage-backed
securities, collateralized by the Ala Moana Center. The securities (the "Ala
Moana CMBS") are comprised of notes which bear interest at rates per annum
ranging from LIBOR plus 50 basis points to LIBOR plus 275 basis points (weighted
average equal to LIBOR plus 95 basis points), calculated and payable monthly. In
conjunction with the issuance of the Ala Moana CMBS, the Company arranged for an
interest rate cap agreement, the effect of which limits the maximum interest
rate the Company will be required to pay on the securities to 9% per annum.
Payments received pursuant to the interest rate cap agreement for the six months
ended June 30, 2001 were approximately $14, which were reflected as a reduction
in net interest expense.

In September 1999, the Company issued $700,229 of commercial mortgage backed
securities cross-collateralized and cross-defaulted by a portfolio of nine
regional malls and an office complex adjacent to one of the regional malls. The
securities (the "GGP-Ivanhoe CMBS") are comprised of notes which bear interest
at rates per annum ranging from LIBOR plus 52 basis points to LIBOR plus 325
basis points (weighted average equal to LIBOR plus approximately 109 basis
points), calculated and payable monthly. During June 2001, the Company
refinanced Northridge Fashion Center, one of the nine malls which had
collateralized the GGP-Ivanhoe CMBS.  Northridge Fashion Center was removed from
the cross-collateralization and cross-default provisions of the GGP-Ivanhoe CMBS
and the outstanding principal amount of the GGP-Ivanhoe CMBS was reduced by
approximately $132,500 with the proceeds of a new mortgage loan.  The $140,000
new mortgage loan bore interest at LIBOR plus 140 basis points until July, 2001
when it was converted to a fixed rate mortgage loan bearing interest at 7.24%
per annum and maturing in July 2011. In conjunction with the issuance of the
GGP-Ivanhoe CMBS, the Company arranged for an interest rate cap agreement, the
effect of which limits the maximum interest rate the Company will be required to
pay on the securities to 9.03% per annum. Payments received pursuant to the
interest rate cap agreement for the six months ended June 30, 2001 were
approximately $60, which were reflected as a reduction in net interest expense.

Credit Facility

The Company's $200,000 unsecured revolving credit facility was originally
scheduled to mature on July 31, 2000. On June 23, 2000, the Company prepaid all
remaining outstanding principal amounts and terminated the Credit Facility. The
Credit Facility bore interest at a floating rate per annum equal to LIBOR plus
80 to 120 basis points depending upon the Company's leverage ratio. The Credit
Facility was subject to financial performance covenants including debt-to-market
capitalization, minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratios and minimum equity values.

As of July 31, 2000 the Company obtained a new unsecured revolving credit
facility (the "Revolver") in a maximum aggregate principal amount of $135,000
(increased to $160,000 in September 2000). At June 30, 2001 the outstanding
balance of the Revolver was $145,000. The Revolver has a maturity of July 31,
2003 and bears interest at a floating rate per annum equal to LIBOR plus 100 to
190 basis points, depending on the Company's average leverage ratio. The
Revolver is subject to financial performance covenants including debt to value
and net worth ratios, certain financial ratios and minimum equity values.

Interim Financing

In January 2000, the Company obtained a new $200,000 unsecured short-term bank
loan. The Company's initial draw under this loan was $120,000 in January 2000
and the remaining available amounts were fully drawn at June 30, 2000. Loan
proceeds were used to fund ongoing redevelopment projects and repay the
remaining balance of $83,000 on an interim loan obtained in September 1999. The
bank loan bore interest at

                                   14 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


a rate per annum of LIBOR plus 150 basis points and was refinanced as of July
31, 2000 with the Revolver and the Term Loan described below.

As of July 31, 2000, the Company obtained an unsecured bank term loan (the "Term
Loan") in a maximum principal amount of $100,000. As of June 30, 2001, the
maximum principal amount of the Term Loan had been increased to $230,000 and, as
of such date, all amounts available under the Term Loan were fully drawn.  On
August 1, 2001, the Term Loan was modified to provide for an increase in the
maximum principal amount available and the amounts borrowed by the Company of
$25,000. Term Loan proceeds were used to fund ongoing redevelopment projects and
repay a portion of the remaining balance of the bank loan described in the
paragraph immediately above. The Term Loan has a maturity of July 31, 2003 and
bears interest at a rate per annum of LIBOR plus 100 to 170 basis points
depending on the Company's average leverage ratio.

In April 1999, the Company obtained an additional $25,000 bank loan, partially
secured by Park Mall in Tucson, Arizona. As of June 30, 2001, the maximum
available under the loan had been cumulatively increased to $100,000 of which
approximately $72,000 had been borrowed. The loan matures November 15, 2002
(subject to two, one-year options to extend) and bears interest at a rate per
annum of LIBOR plus 165 basis points.

In March 2001, the Company obtained a $65,000 redevelopment loan collateralized
by Eden Prairie Mall. The new loan had an initial draw of approximately $19,400,
requires monthly payments of interest at a rate of LIBOR plus 190 basis points
and matures in April 2004.

In January 2001, GGMI borrowed $37,500 under a new revolving line of credit
obtained by GGMI and an affiliate, which is guaranteed by General Growth and the
Operating Partnership.  The interest rate per annum with respect to any
borrowings varies from LIBOR plus 100 to 190 basis points depending on the
Company's average leverage ratio. This revolving line of credit matures in July
2003.

Construction Loan

During April 1999, the Company received $30,000 representing the initial loan
draw on a $110,000 construction loan facility.  The facility was collateralized
by and provided financing for the RiverTown Crossings Mall development
(including outparcel development) in Grandville (Grand Rapids), Michigan. The
construction loan provided for periodic funding as construction and leasing
continued and bore interest at a rate per annum of LIBOR plus 150 basis points.
As of July 17, 2000 additional loan draws of approximately $80,000 had been made
and no further amounts were available under the construction loan facility.
Interest was due monthly.  The loan had been scheduled to mature on June 30,
2001 and was refinanced on June 28, 2001 with a non-recourse long-term mortgage
loan. The new $130,000 mortgage loan bears interest at 7.54% per annum and
matures on July 1, 2011.

Letters of Credit

As of June 30, 2001 and December 31, 2000, the Operating Partnership had
outstanding letters of credit of approximately $10,900, primarily in connection
with special real estate assessments and insurance requirements. In addition, at
June 30, 2001 the Company has a letter of credit of approximately $1,900 related
to the funding of the Ala Moana CMBS and pending construction projects at the
Ala Moana Center.

                                   15 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

NOTE 5 DISTRIBUTIONS PAYABLE

The following is a chart of the previous common and preferred distributions for
the Company paid in 2000 and 2001. As described in Note 1, General Growth's
preferred stock dividends to its preferred stockholders were in the same amount
as the Operating Partnership's distributions to General Growth on the same dates
with respect to the Preferred Units held by General Growth.

                             COMMON DISTRIBUTIONS
--------------------------------------------------------------------------------
                                                  General           Operating
                                                  Growth           Partnership
 Declaration   Amount per   Record    Payment   Stockholders   Limited Partners
    Date         Share       Date      Date        Amount             Amount
    ----         -----       ----      ----        ------             ------
    06/23/01    $.0.53     07/06/01    07/31/01  $ 27,801           $ 10,373
    03/21/01      0.53     04/06/01    04/30/01    27,778             10,373
    12/12/00      0.53     01/05/01    01/31/01    27,744             10,385
    09/19/00      0.51     10/05/00    10/31/00    26,596             10,046
    06/14/00      0.51     07/06/00    07/31/00    26,541             10,090
    03/22/00      0.51     04/06/00    04/28/00    26,483             10,101
    12/13/99      0.51     01/06/00    01/31/00    26,481             10,097


                            PREFERRED DISTRIBUTIONS
             -----------------------------------------------------
                   Record           Payment          Amount per
                    Date             Date              Share
                    ----             ----              -----
                  07/06/01         07/13/01          $ 0.4531
                  04/06/01         04/16/01            0.4531
                  01/05/01         01/15/01            0.4531
                  10/05/00         10/31/00            0.4531
                  07/06/00         07/14/00            0.4531
                  04/06/00         04/14/00            0.4531
                  01/06/00         01/14/00            0.4531

NOTE 6 COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in
legal actions relating to the ownership and operations of its 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 the
consolidated financial position, results of operations or liquidity of the
Company.

The Company periodically enters 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 of the project.

NOTE 7 NETWORK DISCONTINUANCE COSTS AND OTHER INTERNET INITIATIVES

Since early 2000, the Company has been implementing a broadband wiring and
routing system that provides tenants at the Company's properties with the
supporting equipment (the "Broadband System") to allow such tenants and mall
locations to arrange high-speed cable access to the Internet. As of the date of
this report, the Broadband System has been installed and is substantially
complete and operational, as substantially all of the Company's properties have
been wired for such broadboard connectivity.

                                   16 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

Since early 2000, the Company has also been developing its Network Services
business, an effort to create for retailers a suite of broadband applications to
support retail tenant operations, on-line sales, and private wide area network
services to be delivered by the Broadband System. As of December 31, 2000, the
Company had invested approximately $66,000 in the Broadband System and
approximately $18,000 in Network Services development activities, all of which
was reflected in buildings and equipment in the accompanying consolidated
financial statements. The Company discontinued its Network Services development
activities effective on June 29, 2001, as retailer demand for such services had
not developed as anticipated. The discontinuance of the Network Services
development activities resulted in a non-recurring, pre-tax charge to second
quarter 2001 earnings of $65,000, which represented the Company's entire
investment in the Network Services business. The $65,000 charge is comprised of
an approximate $11,800 in a reduction in the carrying value of equipment that
was intended to allow tenants access to the Broadband System and approximately
$53,200 in the write-off of capitalized Network development costs as follows:
approximately $17,400 in current and contracted future obligations to various
vendors including amounts related to the termination of contracts which provide
no future benefit to the Company, approximately $10,600 in private wide area
network equipment that is deemed worthless, $25,200 in capitalized network
development costs including third-party consultants, internal payroll, supplies
and equipment for the design, configuration and installation of private wide
area network equipment; costs related to Mallibu.com, a consumer Internet
portal; and related consumer-direct e-commerce initiatives. In addition, the
Company expects that approximately $1,475 of incremental discontinuance costs
will be incurred in the third quarter of 2001.

The following table summarizes the amounts capitalized by the Company and the
related charge:

                                           Total
Balance at December 31, 2000             $ 84,451
Additions (Cash)                           31,320
Additions (Non-cash)*                      21,454
Write-off Network Services Activities     (65,000)
                                         --------
Ending balance at June 30, 2001          $ 72,225
                                         ========
------
  * Reflected as approximately $9,634 in Network discontinuance revenue and
approximately $11,820 in Accounts payable.


The Company's investment in the Broadband System, which is comprised primarily
of mall equipment and mall wiring, is being retained by the Company.  The
Company has made a cumulative investment of approximately $72,275 in the
Broadband System as of June 30, 2001, which has been reflected in buildings and
equipment and investment in Unconsolidated Real Estate Affiliates in the
accompanying consolidated financial statements as detailed below. Although no
direct revenue is currently being generated from the Broadband System, the
Company anticipates that revenues will be recognized in future periods either
from the sale of such access or increased rents for the Company's retail spaces.

The following represents the Company's carrying values for the
Broadband System:

<TABLE>
<CAPTION>

                                              June 30, 2001
                    ------------------------------------------------------------
                                             Investments in
                          Building           Unconsolidated           Totals
                        and equipment     Real Estate Affiliates
<S>                       <C>                  <C>                    <C>


Mall Equipment            $ 36,935             $ 31,485           $    68,420
  and Wiring
Tenant Equipment             1,986                1,819                 3,805
                          --------             --------           -----------
                          $ 38,921             $ 33,304           $    72,225
                          ========             ========           ===========
</TABLE>




                                   17 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


NOTE 8  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On June 1, 1999 the FASB issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133"). FASB Statement No. 138
"Accounting for Derivative Instruments and Hedging Activities-An Amendment of
FASB Statement No 133" was issued in June 2000.  Statement 133, as amended, is
effective for fiscal years beginning after June 15, 2000 as provided by FASB
Statement No. 137 issued in July 1999. The Company's only hedging activities are
the cash value hedges represented by its cap agreements relating to its
commercial mortgage-backed securities and certain other property specific first
mortgage financing. The interest rate cap agreements place a limit on the
effective rate of interest the Company will bear on such floating rate
obligations.  The Company has concluded that these cap agreements are highly
effective in achieving its objective of eliminating its exposure to variability
in cash flows relating to these floating rate obligations when LIBOR rates
exceed the strike rates of the cap agreements. However, Statement 133 also
requires that the Company fair value the cap agreements as of the end of each
reporting period. Interest rates have generally declined since the caps were
obtained. The Company adopted Statement 133 on January 1, 2001.  In accordance
with the transition provisions of Statement 133, the Company recorded at January
1, 2001 a loss to earnings of $3,334 as a cumulative-effect type transition
adjustment to recognize at fair value the time-value portion of all the interest
rate cap agreements that were previously designated as part of a hedging
relationship. Included in the $3,334 loss is $704 relating to interest rate cap
agreements held by Unconsolidated Real Estate Affiliates. The Company also
recorded $112 to other comprehensive income at January 1, 2001 to reflect the
then fair value of the intrinsic portion of the interest rate cap agreements.
Subsequent changes in the fair value of these agreements will be reflected in
current earnings and accumulated other comprehensive income. As the remaining
time-value portion of the fair value of the cap agreements at January 1, 2001 is
not significant, any further decreases in the fair value of the cap agreements
which would be required to be reflected in current earnings are not expected to
be material.

In March 2000, the FASB issued Statement of Accounting Standards Interpretation
44, "Accounting for Certain Transactions Involving Stock
Compensation"("Interpretation 44").Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee applies to new awards granted after December 15, 1998.
Further, the FASB determined that any modifications to current accounting as a
result of this guidance are to be recorded prospectively, effective as of July
1, 2000. General Growth has previously granted stock options to its employees,
directors and to employees of its then unconsolidated subsidiary, GGMI (which,
as of January 1, 2001, became a consolidated subsidiary). Under the terms of the
Interpretation, any awards to GGMI employees are considered awards to non-
employees. The Company has applied the accounting mandated by Interpretation 44
as of July 1, 2000 with no significant impact on the Company's consolidated
financial position or consolidated results of operations. Due to the acquisition
of the common stock of GGMI by the Operating Partnership on January 1, 2001,
those individuals who are employed by GGMI will be considered employees of
General Growth for the purposes of accounting for stock option grants in 2001
and subsequent years.

In July 2001, the FASB issued Statement No. 141, "Business Combinations", (SFAS
141") and Statement No. 142 "Goodwill and other Intangible Assets", ("SFAS
142"). SFAS 141 requires the purchase method to be used for business
combinations initiated after June 30, 2001. As the Company has never engaged in
a pooling acquisition transaction and its customary acquisitions are of
individual assets or malls rather than operating businesses, the Company does
not anticipate that SFAS 141 will have a significant impact on its current or
future operations or financial results. SFAS 142 requires that goodwill no
longer be amortized to earnings, but instead reviewed for impairment, when the
statement is required to be adopted in January 2002. The Company has not yet
completed its evaluation of the potential impact of SFAS 142.

                                   18 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of the Company included in this quarterly report and which
descriptions are hereby incorporated herein by reference.  The following
discussion should be read in conjunction with such Consolidated Financial
Statements and related Notes.

Forward-Looking Information

Certain statements contained in this Quarterly Report on Form 10-Q may include
certain forward-looking information statements, within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including (without limitation) statements with
respect to anticipated future operating and financial performance, growth and
acquisition opportunities and other similar forecasts and statements of
expectation.  Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates" and "should" and variations of these words and
similar expressions, are intended to identify these forward-looking statements.
Forward-looking statements made by the Company and its management are based on
estimates, projections, beliefs and assumptions of management at the time of
such statements and are not guarantees of future performance. The Company
disclaims any obligation to update or revise any forward-looking statement based
on the occurrence of future events, the receipt of new information or otherwise.

Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of risks, uncertainties and assumptions.  Representative
examples of these factors include (without limitation) general industry and
economic conditions, interest rate trends, cost of capital and capital
requirements, availability of real estate properties, competition from other
companies and venues for the sale/distribution of goods and services, changes in
retail rental rates in the Company's markets, shifts in customer demands, tenant
bankruptcies or store closures, changes in vacancy rates at the Company's
properties, changes in operating expenses, including employee wages, benefits
and training, governmental and public policy changes, changes in applicable
laws, rules and regulations (including changes in tax laws), the ability to
obtain suitable equity and/or debt financing, and the continued availability of
financing in the amounts and on the terms necessary to support the Company's
future business.

Certain Information about the Company Portfolio

As of June 30, 2001, the Company owns 100% of the fifty-three Wholly-Owned
Centers, 100% of the stock of GGMI, 50% of the stock of GGP/Homart, 50% of the
membership interest in GGP/Homart II, 51% of the stock of GGP Ivanhoe, 51% of
the stock of GGP Ivanhoe III and 50% of Quail Springs Mall and Town East Mall.
GGP/Homart owns interests in twenty-three shopping centers, GGP/Homart II owns
interests in eight shopping centers, GGP Ivanhoe owns interests in two shopping
centers, and GGP Ivanhoe III owns interests in eight shopping centers.

On June 30, 2001, the Mall Store and Freestanding Store portions of the centers
in the Company Portfolio which were not undergoing redevelopment were
approximately 88.2% occupied as of such date, compared to 89.0% at the end of
last quarter and representing a decrease in occupancy percentage of 2.8% as
compared to December 31, 2000. The minor occupancy declines are due to the
general economic slowdown as described below in the Company's discussion of
Liquidity and Capital Resources.

                                   19 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

Total annualized sales averaged $363 per square foot for the Company Portfolio
in the six months ended June 30, 2001. In the six months ended June 30, 2001,
total Mall Store sales for the Company Portfolio increased by 5.6% over the same
period in 2000. Comparable Mall Store sales are sales of those tenants that were
open the previous 12 months. Therefore, comparable Mall Store sales in the six
months ended June 30, 2001 are of those tenants that were operating in the six
months ended June 30, 2000. Comparable mall store sales in the six months ended
June 30, 2001 increased by 0.2% over the same period in 2000.

The average Mall Store rent per square foot from leases that expire in the
remainder of 2001 is $28.74. The Company Portfolio will benefit from increasing
rents inasmuch as the average Mall Store rent per square foot on new and renewal
leases executed during the six months ended June 30, 2001 was $32.01, or $3.27
per square foot above the average for expiring leases. The following schedule
shows only the scheduled lease expirations over the next five years.

<TABLE>
<CAPTION>
                                                         PORTFOLIO CENTERS
                                                FIVE YEAR LEASE EXPIRATION SCHEDULE

                                  All Expirations                                 Expirations at Share       /(1)/
                     -------------------------------------------      ---------------------------------------------
                       Base Rent    Square Footage     Rent/PSF           Base Rent       Square Footage  Rent/PSF
                     --------------  ------------     ----------      -----------------    ------------  ----------
<S>                  <C>             <C>               <C>            <C>                  <C>           <C>
Wholly Owned
    2001             $ 11,012,826       390,811       $  28.18           $  11,012,826         390,811   $   28.18
    2002               24,807,428       978,043          25.36              24,807,428         978,043       25.36
    2003               26,764,383     1,036,215          25.83              26,764,383       1,036,215       25.83
    2004               23,126,821       880,580          26.26              23,126,821         880,580       26.26
    2005               34,277,402     1,171,327          29.26              34,277,402       1,171,327       29.26
                     ------------     ---------       --------           -------------       ---------   ---------
Portfolio Total      $119,988,860     4,456,976       $  26.92           $ 119,988,860       4,456,976   $   26.92

Unconsolidated/(2)/
    2001             $ 17,565,625       593,834       $  29.58           $   8,696,601         295,010   $   29.48
    2002               25,789,727       802,656          32.13              12,775,928         397,161       32.17
    2003               25,023,771       758,166          33.01              12,261,260         371,264       33.03
    2004               33,157,743       993,242          33.38              16,042,192         480,785       33.37
    2005               24,910,326       774,052          32.18              11,740,153         363,543       32.29
                     ------------     ---------       --------           -------------       ---------   ---------
Portfolio Total      $126,447,192     3,921,950       $  32.24           $  61,516,134       1,907,763   $   32.25

Grand Total          $246,436,052     8,378,926       $  29.41           $ 181,504,994       6,364,739   $   28.52
                     ============    ==========       ========           =============      ==========   =========
</TABLE>

     (1)  Expirations at share reflect the Company's direct or indirect
          ownership interest in a joint venture.

     (2)  Excludes the two malls managed by joint venture partners of GGP/Homart
          (Arrowhead Towne Center and Superstition Springs).

Company revenues are primarily derived from fixed minimum rents, overage rents
and recoveries of operating expenses from tenants. Inasmuch as the Company's
consolidated financial statements reflect the use of the equity method to
account for its investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP
Ivanhoe III,

                                   20 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

Quail Springs Mall and Town East Mall, the discussion of results of operations
of the Company below relates primarily to the revenues and expenses of the
Wholly-Owned Centers and GGMI.

Results Of Operations of the Company
Three Months Ended June 30, 2001 and 2000

On January 1, 2001, the Company acquired all of the outstanding common stock of
GGMI and consolidated the results of GGMI's operations as described in Note 3.
GGMI's operations did not change significantly in 2001 as a result of the
acquisition but certain fees received from the Wholly-Owned Centers have been
eliminated. Comparable fees for the three and six months of 2000 for joint
venture and third-party owned properties were reflected as a component of the
Company's equity in the net earnings from GGMI as GGMI was accounted for as an
unconsolidated subsidiary during 2000.  For purposes of the following discussion
of the results of operations, the net effect of the GGMI acquisition will
reflect the effect of the consolidation of GGMI's operations due to the
acquisition in 2001. During April 2000, the Company purchased a 100% interest in
Crossroads Center.  The Crossroads acquisition resulted in minor increases in
substantially all categories of consolidated revenues and expenses in the three
months ended June 30, 2001 as compared to the three months ended June 30, 2000.

Total revenues for the three months ended June 30, 2001 were $189.5 million,
which represents an increase of $24.5 million or approximately 14.8% from $165.0
million in the three months ended June 30, 2001. The majority of the increase
was from the net effect of the GGMI acquisition. Minimum rent for the three
months ended June 30, 2001 increased by $3.6 million or 3.4% from $105.3 million
in the comparable period in 2000 to $108.9 million. The majority of such
increase in minimum rents was due to higher base rental rates on new and renewal
leases signed since the second quarter of 2000 as compared to leases that have
expired. Expansion space and specialty leasing increases at the comparable
centers (properties owned for the entire time during the three months ended June
30, 2000 and 2001) accounted for the remaining increase in minimum rents. Fee
and Other income increased by $18.9 million or 555.9% from $3.4 million for the
three months ended June 30, 2000 to $22.3 million for the three months ended
June 30, 2001. The increase was generated by the acquisition of GGMI as
described above and in Note 3.

Total operating expenses, including depreciation and amortization, increased by
approximately $91.7 million or 108.0%, from $85.0 million in the three months
ended June 30, 2000 to $176.7 million in the three months ended June 30, 2001.
The majority of the increase in operating expenses for 2001 is the $65 million
of Network discontinuance costs as more further described in Note 7.
For the three months ended June 30, 2001, property operating expenses increased
by $19.4 million or 52.6% from $36.9 million in 2000 to $56.3 million in the
second quarter of 2001, substantially all of which was attributable to the net
effect of the acquisition of GGMI.  The remainder was due to increases in
repairs and maintenance and other operating costs at the comparable centers.
Depreciation and amortization increased by $7.1 million or 22.0% over the same
period in 2001. The majority of the increase in depreciation and amortization
was generated by the net effect of the acquisition of GGMI. Management fees to
affiliates were zero in 2001, a reduction of approximately $1.6 million from the
same period in 2000 due to the elimination of fees charged by GGMI to the
Wholly-Owned Centers.

Net interest expense for the three months ended June 30, 2001 was $48.5 million,
a decrease of $2.8 million or 5.5% from $51.3 million in the three months ended
June 30, 2000. This decrease was primarily due to lower interest rates which was
partially offset by the increased interest expense due to the net effect of the
acquisition of GGMI.

                                   21 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

Equity in net income of unconsolidated affiliates in the three months ended June
30, 2001 increased by approximately $3.8 million to earnings of $12.8 million in
2001, from $9.0 million in the three months ended June 30, 2000.  The Company's
equity in the earnings of GGP/Homart increased approximately $1.0 million due to
increased ownership percentage in Buckland Hills and Lakeland.  The Company's
equity in the earnings of GGP/Homart II resulted in an increase in earnings of
approximately $1.6 million for the three months ended June 30, 2001 primarily
due to increases in the operations of comparable centers and the opening of
Stonebriar Centre in August 2000. The Company's equity in the earnings of GGP
Ivanhoe III increased approximately $.7 million, primarily due to increases in
minimum rents, tenant recoveries and specialty leasing revenues at the
properties.  The Company's equity in the earnings of GGMI, a loss of
approximately $.7 million in 2000, has been included in the consolidated results
of operations in 2001 due to the GGMI acquisition.

The extraordinary items in the three months ended June 30, 2001 represent costs
and unamortized deferred financing fees related to refinancing of certain
mortgage loans in 2001.

Results Of Operations of the Company
Six Months Ended June 30, 2001 and 2000

Total revenues for the six months ended June 30, 2001 were $381.5 million, which
represents an increase of $54.0 million or approximately 16.5% from $327.5
million in the six months ended June 30, 2000. Substantially all of the increase
is from the net effect of the GGMI acquisition. Minimum rent for the six months
ended June 30, 2001 increased by $13.6 million or 6.6% from $207.3 million in
the comparable period in 2000 to $220.9 million in 2001. The majority of such
increase in minimum rents was due to higher base rental rates on new and renewal
leases. Expansion space, specialty leasing and occupancy increases at the
comparable centers (properties owned for the entire time during the six months
ended June 30, 2000 and 2001) accounted for the remaining increase in minimum
rents. Tenant recoveries increased by $4.3 million or 4.1% from $105.6 million
for the six months ended June 30, 2000 to $109.9 million for the six months
ended June 30, 2001. Substantially all of the increase was due to the recovery
of substantially all of the increases in property operating expenses as
described below that were not attributable to the GGMI acquisition. For the six
months ended June 30, 2001, overage rents increased to $7.7 million in 2001 from
$5.8 million in 2000. The net effect of the Crossroads acquisition in April 2000
contributed an increase of approximately $1.9 million in overage rent.

Total operating expenses, including depreciation and amortization, increased by
approximately $113.5 million or 66.3% from $171.3 million in the six months
ended June 30, 2000 to $284.8 million in the six months ended June 30, 2001. The
majority of the increase in operating expenses for 2001 is the $65 million of
Network discontinuance costs as more further described in Note 7. For the six
months ended June 30, 2001, property operating expenses increased by $35.5
million or 45.8% from $77.3 million in 2000 to $112.7 million in the six months
ended June 30, 2001, substantially all of which is attributable to the net
effect of the new acquisition of GGMI. Depreciation and amortization increased
by $12.7 million or 20.6% over the same period in 2000. Approximately $4.6
million of the increase in depreciation and amortization was generated at
comparable centers. The remaining $8.1 million was due to the net effect of the
acquisition of GGMI. Management fees to affiliates were zero in 2001, a
reduction of approximately $4.0 million from the same period in 2000 due to the
elimination of fees charged by GGMI to the Wholly-Owned Centers.

Net interest expense for the six months ended June 30, 2001 was $100.6 million,
an increase of $1.3 million or 1.3% from $99.3 million in the six months ended
June 30, 2000. Increases in consolidated debt amounts incurred in connection
with the acquisition of GGMI was responsible for substantially all of such
increase.

Equity in net income of unconsolidated affiliates in the six months ended June
30, 2001 increased by approximately $5.1 million to earnings of $22.6 million in
2001, from $17.5 million in the six months ended June

                                   22 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

30, 2000. The Company's equity in the earnings of GGP/Homart II increased
approximately $2.6 million, primarily due to the opening of Stonebriar Center in
August, 2000. This overall increase is also due to an increase in earnings of
GGP/Homart of approximately $1.2 million due primarily to a decrease in interest
rates and an increase in average an increase in the ownership interest of
GGP/Homart in Buckland Hills and Lakeland. In addition, the Company's equity in
the earnings of GGP/Ivanhoe III increased by approximately $1.6 million due to
increased average occupancy and a decrease in interest rates in 2001. These
increases were partially offset by the Company's equity in the earnings of GGMI
of approximately $0.1 million in 2000 that has been included in the consolidated
results of operations in 2001 due to the GGMI acquisition.

Liquidity and Capital Resources of the Company

As of June 30, 2001, the Company held approximately $47.8 million of
unrestricted cash and cash equivalents. The Company uses operating cash flow as
the principal source of internal funding for short-term liquidity and capital
needs such as tenant construction allowances and minor improvements made to
individual properties that are not recoverable through common area maintenance
charges to tenants. External funding alternatives for longer-term liquidity
needs such as acquisitions, new development, expansions and major renovation
programs at individual centers include construction loans, mini-permanent loans,
long-term project financing, joint venture financing with institutional
partners, additional Operating Partnership level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers.  In addition, the Company has access to the public
equity and debt markets through a currently effective shelf registration
statement under which up to $329.2 million in equity or debt securities may be
issued from time to time. The Company also has a revolving credit facility and
term loans (Note 4) under which approximately $375 million had been borrowed as
of June 30, 2001 which loans mature on July 31, 2003. The Company currently
anticipates it will be able to increase, if necessary, the aggregate principal
amounts available to be borrowed under such facilities from an aggregate of $415
million as of the date of this report to $650 million. Finally, GGMI obtained a
revolving line of credit in 2001 under which approximately $37.5 million (with
an additional $32.5 million available under certain conditions) had been
borrowed as of June 30, 2001.

                                   23 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

At June 30, 2001, the Company had direct or indirect ("pro rata") mortgage and
other debt of approximately $4,804,278. The following table reflects the
maturity dates of the Company's pro rata debt and the related interest rates:

                            COMPANY PORTFOLIO DEBT
              MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY
               AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2001
               ------------------------------------------------

                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                     Unconsolidated
                          Wholly-Owned               Joint Venture                   Company
                            Centers                 Properties /(b)/              Portfolio Debt
                          -----------               ----------------              --------------

                                                                                              Average
                     Maturing       Interest     Maturing      Interest       Maturing        Interest
     Year           Amount/(a)/    Rate /(c)/   Amount/(a)/   Rate /(c)/     Amount/(a)/     Rate /(c)/
     ---            -----------    ---------    ----------    ----------     ----------      ----------
<S>                <C>            <C>           <C>             <C>          <C>             <C>
     2001          $  130,000        6.08%      $   82,754       5.38%       $   212,754        5.81%
     2002             117,424        6.99%         192,779       7.14%           310,203        7.08%
     2003             412,500        6.42%         428,822       6.34%           841,322        6.38%
     2004           1,158,467        6.44%         200,348       6.25%         1,358,815        6.41%
     2005              29,529        7.89%               -       0.00%            29,529        7.89%
     Subsequent    $1,594,425        7.19%         457,230       7.16%         2,051,655        7.18%
                   ----------                   ----------                   -----------

     Total         $3,442,345                   $1,361,933                   $ 4,804,278
                   ==========                   ==========                   ===========

     Floating      $1,496,187        6.39%      $  583,659       5.46%       $ 2,079,846        6.13%
     Fixed Rate     1,946,158        7.12%         778,274       7.18%         2,724,432        7.14%
</TABLE>

     (a)  As of June 30, 2001 excluding principal amortization.

     (b)  Unconsolidated Joint Venture properties debt reflects the Company's
          share of debt (based on its respective equity ownership interests in
          the Unconsolidated Joint Ventures) relating to the properties owned by
          the Unconsolidated Joint Ventures.

     (c)  For floating rate loans, the interest rate reflected is the actual
          annualized weighted average rate for the floating rate debt
          outstanding during the six months ended June 30, 2001.

A portion of the debt bearing interest at variable rates is subject to interest
rate cap agreements. Reference is made to Note 4 and Item 3 below for additional
information regarding the Company's debt and the potential impact on the Company
of interest rate fluctuations.

                                   24 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

The following summarizes certain significant investment and financing
transactions currently planned or completed since December 31, 2000:

In January 2001, GGMI borrowed $37.5 million under a new revolving line of
credit obtained by GGMI and an affiliate, which is guaranteed by General Growth
and the Operating Partnership.  The interest rate per annum with respect to
borrowings under the line of credit varies from LIBOR plus 100 to 190 basis
points depending on the Company's average leverage ratio. This revolving line of
credit matures in July 2003.

During March 2001, an affiliate of GGP/Homart II closed on a new $125 million
mortgage loan collateralized by Stonebriar Centre. The new loan bears interest
at LIBOR plus 75 basis points per annum and matures October 2003 (assuming all
extension options available are exercised). Approximately $80 million of the
proceeds was advanced to GGP/Homart at March 31, 2001 to repay other GGP/Homart
mortgage debt and the majority of the remainder was utilized to fund the cash
portion of the March, 2001 purchase of the Willowbrook Mall in Houston, Texas as
discussed in Note 3. The balance of the $145 million purchase price of
Willowbrook Mall was financed by a $102 million mortgage loan which bears
interest at 6.93 % per annum and matures in April 2011.

In March 2001, the Company obtained a $65 million redevelopment loan
collateralized by Eden Prairie Mall. The new loan had an initial draw of
approximately $19.4 million, requires monthly payments of interest at a rate of
LIBOR plus 190 basis points and matures in April 2004.

In March 2001, the Company obtained a $115 million mortgage loan collateralized
by Capital Mall, Greenwood Mall, and Gateway Mall. The new mortgage loan bears
interest at a rate of 7.28% per annum, requires monthly payments of principal
and interest and matures in April 2011.

In April 2001, an affiliate of GGP/Homart closed on a new $90 million mortgage
loan collateralized by Vista Ridge Mall. The new mortgage loan bears interest at
a rate of 6.87% per annum, requires monthly payments of principal and interest
and matures in April 2011.

During June 2001, the Company refinanced the $110 million construction loan
collateralized by the Rivertown Crossings Mall which was scheduled to mature on
June 30, 2001. The new $130 million mortgage loan bears interest at 7.54% per
annum and matures in July of 2011.

During June 2001, the Company refinanced Northridge Fashion Center, one of the
nine malls which had collateralized by the GGP-Ivanhoe CMBS. The outstanding
principal amount of the GGP-Ivanhoe CMBS was reduced by approximately $132.5
million with the proceeds of a new long-term mortgage loan. The new $140 million
mortgage loan bears interest at LIBOR plus 140 basis points and matures in July
of 2004.

In July 2001, an affiliate of GGP/Homart obtained a new $100 million
redevelopment loan collateralized by Brass Mill Center and Commons. The new loan
bears interest at LIBOR plus 162.5 basis points and matures in July 2003.

As of June 30, 2001, approximately $130 million of the Company's debt is
scheduled to mature during the remainder of 2001. Although final agreements to
refinance all such loan amounts have not yet been reached, the Company
anticipates that all of its debt will be repaid on a timely basis.  Other than
as described above or in conjunction with possible future acquisitions, there
are no current plans to incur additional debt, increase the amounts available
under the Revolver or Term Loans or raise equity capital. If additional capital
is required, the Company believes that it can increase the amounts available
under the Revolver or Term Loans, obtain an interim bank loan, obtain additional
mortgage financing on under-leveraged assets, enter into new joint venture
partnership arrangements or raise additional debt or equity capital. However,
there can be no assurance that the Company can obtain such financing on
satisfactory

                                   25 of 23
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

terms. In such regard, the Company is currently negotiating a $25 million
increase in the amounts available under the Revolver, with such modification of
the terms of the Revolver expected to be finalized by September, 2001. The
Company will continue to monitor its capital structure, investigate potential
investments or joint venture arrangements and purchase additional properties if
they can be acquired and financed on terms that the Company reasonably believes
will enhance long-term stockholder value. When property operating cash flow has
been increased, the Company anticipates the refinancing of portions of its long-
term floating rate debt with pooled or property-specific non-recourse fixed-rate
or floating-rate mortgage financing. Accordingly, the Company anticipates that
up to approximately $1,200 million of collateralized floating rate debt may be
replaced in the remainder of 2001 with new floating rate or long-term fixed rate
mortgage financing.

Net cash provided by operating activities was $65.3 million in the first six
months of 2001, an decrease of $69.5 million from $134.8 million in the same
period in 2000, mainly due to lower net income in 2001 and a decrease in
accounts payable at the comparable centers.

Net cash used by investing activities was $145.2 million in the first six months
of 2001 compared to $142.2 million of cash used in the first six months of 2000.
Cash flows from investing activities was impacted by Capital calls for
GGP/Homart II in 2000 for construction of the Stonebriar Centre. This was
partially offset by the expenditures for the Network and Broadband System in the
first six months of 2001 as compared to the first six months in 2000 as more
further described in Notes 2 and 7.

Financing activities contributed cash of $100.4 million in the first six months
of 2001, compared to a source of cash of $22.1 million in 2000. A major
contributing factor to the variance in the cash provided from financing activity
is that financing from mortgages and other debt, net of repayments of principal
on mortgage debt, had a positive impact of $198.2 million in the first six
months of 2001 versus a negative impact of $65.3 million in the first six months
of 2000. An additional offset to the total variance in cash contributed by
financing activities for 2001 as compared to 2000 are the proceeds from the
issuance of the RPU's on May of 2001 as discussed in Note 1. The additional
financing in 2001 was used to fund the developments and redevelopment of real
estate discussed above and in Note 2.

In order to remain qualified as a real estate investment trust for federal
income tax purposes, the Company must distribute 100% of capital gains and at
least 90% of its 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: (i)
scheduled increases in base rents of existing leases; (ii) changes in minimum
base rents and/or overage rents attributable to replacement of existing leases
with new or renewal leases; (iii) changes in occupancy rates at existing centers
and procurement of leases for newly developed centers; and (iv) the Company's
share of distributions of operating cash flow generated by the Unconsolidated
Real Estate Affiliates, less oversight costs and debt service on additional
loans that have been or will be incurred.  The Company anticipates that its
operating cash flow, and potential new debt or equity from future offerings, new
financings or refinancings will provide adequate liquidity to conduct its
operations, fund general and administrative expenses, fund operating costs and
interest payments and allow distributions to the Company's preferred and common
stockholders in accordance with the requirements of the Internal Revenue Code of
1986, as amended, for continued qualification as a real estate investment trust
and to avoid any Company level federal income or excise tax.

During 2000 and the three and six months ended June 30, 2001 the retail sector
was experiencing declining growth. Such reversals or reductions in the retail
market adversely impacts the Company as demand for leasable space is reduced and
minimum rents and rents computed as a percentage of tenant sales decline.  In
addition, a number of local, regional and national retailers, including tenants
of the Company, have voluntarily closed certain of their stores or have filed
for bankruptcy protection during the last few years.

                                   26 of 30
<PAGE>

Most of these retailers reorganized their operations and/or sold stores to
stronger operators. Although some leases were terminated pursuant to the lease
cancellation rights afforded by the bankruptcy laws, the impact on Company
earnings was negligible. Over the last three years, the provision for doubtful
accounts has averaged only $3.0 million per year, which represents less than 1%
of average annual total revenues of $579.2 million. In addition, the Company to
date has generally been successful in finding new uses or tenants for retail
locations that are vacated either as a result of voluntary store closing or
bankruptcy proceedings. Therefore, the Company does not expect these bankruptcy
reorganizations to have a material impact on its consolidated financial results
of operations.

The Internet and electronic retailing are growing at significant rates.
Although the amount of retail sales conducted solely via the Internet is
expected to rise in the future, the Company believes that traditional retailing
and "e-tailing" will converge such that the regional mall will continue to be a
vital part of the overall mix of shopping alternatives for the consumer.

In order to enhance the value and competitiveness of its properties through
technology, the Company has implemented a broadband wiring and routing system
that provides tenants at its properties with the supporting equipment to allow
tenants and mall locations to arrange high-speed cable access to the Internet.
The Broadband System has been installed and is currently operational at
substantially all of the Company's properties as more fully discussed in Note 7.
The Company has made a cumulative investment of approximately $72.2 million in
the Broadband System as of June 30, 2001, which has been reflected in buildings
and equipment and investments in Unconsolidated Real Estate Affiliates in the
accompanying consolidated financial statements.  The Broadband System was one
component of a larger strategy designed to insure that the Company's properties
would meet any challenges presented by recent technological advancements and to
allow the Company to take advantage of what it perceived to be an opportunity to
become one of the only companies to develop and provide Internet-based
applications to drive retailer productivity. An additional component of the
strategy was the Company's Network Services business, an effort to create for
retailers a suite of broadband applications to support retail tenant operations,
on-line sales, and private wide area network services to be delivered by the
Broadband System. The Network Services business was discontinued effective June
30, 2001 which resulted in a charge of $65 million which represented the
Company's entire investment in the Network Services business including a reserve
for future discontinuance costs. The Company expects to incur approximately $1.5
million of incremental discontinuance costs in the third quarter of 2001 related
to the discontinuance of the Network Services business.

Recently Issued Accounting Pronouncements

As more fully described in Note 8, the FASB, EITF and the AICPA have issued
certain statements, which are effective for the current or subsequent year.  The
Company does not expect a significant impact on its annual reported operations
due to the application of such new statements.

                                   27 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not entered into any transactions using derivative commodity
instruments. The Company is subject to market risk associated with changes in
interest rates. Interest rate exposure is principally limited to the $1,496
million of debt of the Company outstanding at June 30, 2001 that is priced at
interest rates that float with the market. However, approximately $858 million
of such floating rate consolidated debt is comprised of commercial mortgage-
backed securities which are subject to interest rate cap agreements, the effect
of which is to limit the interest rate the Company would be required to pay on
such debt to no more than approximately 9% per annum. Therefore, a 25 basis
point movement in the interest rate on the floating rate debt would result in an
approximately $3.74 million annualized increase or decrease in interest expense
and cash flows. The remaining debt is fixed rate debt. The Company has an
ongoing program of refinancing its floating and fixed rate debt and believes
that this program allows it to vary its ratio of fixed to floating rate debt and
to stagger its debt maturities to respond to changing market rate conditions.
Reference is made to Item 2 above and Note 4 for additional debt information.

                                   28 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.




PART II. OTHER INFORMATION

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

At the Company's Annual Meeting of Stockholders held on May 8, 2001, the
stockholders voted upon the election of John Bucksbaum, Anthony Downs and Alan
Cohen as Directors of the Company, each for a term of three years. A total of
52,374,034 shares were eligible to vote on the election of Directors at the
Annual Meeting, and each such Director was elected by the following votes of
stockholders:

<TABLE>
<CAPTION>
                    Matter                                           Number of Shares       Number of Shares
                                                                           For                   Withheld
------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                    <C>
 1.  (a)  Election of John Bucksbaum                                    35,616,010                7,695,087
     (b)  Election of Anthony Downs                                     43,231,196                   79,901
     (c)  Election of Alan Cohen                                        43,222,301                   88,796

</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits - See Exhibit Index
     (b), (c) Reports on Form 8-K and proforma information

The following reports on Form 8-K has been filed by the Company during the
quarter covered by this report:

 1.  Current Report on Form 8-K dated March 29, 2001 as amended by Current
     Report on Form 8-K/A dated March 29, 2001, describing under Item 4 the
     engagement of Deloitte & Touche LLP as the Company's independent
     accountants to replace the firm of PricewaterhouseCoopers LLP, who would no
     longer serve as the Company's independent accountants. No financial
     statements were required to be filed with the report.

                                   29 of 30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.



                                   SIGNATURE

Pursuant to the requirements 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.
                              (Registrant)


Date: August 13, 2001      by: /s/ Bernard Freibaum
                               Bernard Freibaum
                               Executive Vice President and Chief Financial
                               Officer (Principal Accounting Officer)


                                   30 of 30
<PAGE>

EXHIBIT INDEX

  2(a) Purchase and Sale Agreement dated as of May 3, 1999, among D/E Hawaii
Joint Venture, GGP Limited Partnership and General Growth Properties, Inc. (17)

  2(b) Agreement of Purchase and Sale, dated as of July 27, 1999, among Oak View
Mall Corporation, a Delaware corporation, and Oak View Mall, L.L.C., a Delaware
limited liability company. (18)

  2(c) Agreement of Purchase and Sale, dated as of July 22, 1999 between General
Growth Properties, Inc., a Delaware corporation (the "Company"), and RREEF USA
Fund-III, a California group trust. (18)

  2(d) Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited 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"). (18)

  2(e) Contribution Agreement dated November 10, 1999, by and between GGP
Limited Partnership, a Delaware limited partnership (the "Operating
Partnership"), and GGP/Homart II (Altamonte Mall). (19)

  2(f) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Northbrook Court). (19)

  2(g) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Natick Trust). (19)

  2(h) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Stonebriar Centre). (19)

  2(i) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II  (Carolina Place). (19)

  2(j) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II (Alderwood Mall). (19)

  2(k) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II (Montclair Plaza). (19)

  2(l) Contribution Agreement, dated February 1, 2000, by and between General
Growth Companies, Inc. and GGP Limited Partnership. (20)

  2(m) Purchase and Sale Agreement dated as of March 15, 2000 by and between
Crossroads Shopping Center Trust and St. Cloud Mall L.L.C. (21)

  2(n) Purchase Agreement dated May 25, 2000 among General Growth Properties,
Inc., GGP Limited Partnership, GGPLP L.L.C. and Goldman Sachs 2000 Exchange
Place Fund, L.P. (23)

  3(a) Amended and Restated Certificate of Incorporation of the Company. (2)

  3(b) Amendment to Amended and Restated Certificate of Incorporation of the
Company.(3)

  3(c) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on December 21, 1995.(6)

  3(d) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on May 20, 1997.(10)

  3(e) Amendment to Second Amendment and Restated Certificate of Incorporation
of the Company filed on May 17, 1999. (17)

  3(f) Bylaws of the Company.(3)

  3(g) Amendment to Bylaws of the Company.(3)
<PAGE>

  4(a)  Redemption Rights Agreement, dated July 13, 1995, by and among GGP
Limited Partnership, General Growth Properties, Inc. and the persons listed on
the signature pages thereof.(5)

  4(b)  Redemption Rights Agreement dated December 6, 1996, among GGP Limited
Partnership, a Delaware corporation, Forbes/Cohen Properties, a Michigan general
partnership, Lakeview Square Associates, a Michigan general partnership, and
Jackson Properties, a Michigan general partnership.(1)

  4(c)  Redemption Rights Agreement, dated June 19, 1997, among GGP Limited
Partnership, a Delaware limited partnership, General Growth Properties, Inc., a
Delaware corporation, and CA Southlake Investors, Ltd., a Georgia limited
partnership.(8)

  4(d)  Redemption Rights Agreement dated October 23, 1997, among GGPI, GGPLP
and Peter Leibowits.(10)

  4(e)  Form of Indenture.(7)

  4(f)  Certificate of Designations, Preferences and Rights of 7.25% Preferred
Equity Redeemable Stock, Series A. (14)

  4(g)  Amendment to Certificate of Designations, Preferences and Rights of
7.25% Preferred Income Equity Redeemable Stock, Series A of General Growth
Properties, Inc. filed on May 17, 1999. (17)

  4(h)  Redemption Rights Agreement dated April 2, 1998, among GGP Limited
Partnership, General Growth Properties, Inc. and Southwest Properties Venture.
(11)

  4(i)  Indenture and Servicing Agreement dated as of November 25, 1997, among
the Issuers named therein, LaSalle National Bank, as Trustee, and Midland Loan
Services, L.P., as Servicer (the "Indenture Agreement"). (12)

  4(j)  Form of Note pursuant to the Indenture Agreement. (12)

  4(k)  Mortgage, Deed of Trust, Security Agreement, Assignment of Leases and
Rents, Fixture Filing and Financing Statement, date and effective as of November
25, 1997, among the Issuers, the Trustee and the Deed Trustees named therein.
(12)

  4(l)  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 Preferred Stock attached thereto as Exhibit C). (15)

  4(m)  Form of Common Stock Certificate. (16)

  4(n)  First Amendment to Rights Agreement, dated as of November 10,1999,
between the Company and Norwest Bank, Minnesota, N.A. (18)

  4(o)  Letter Agreement concerning Rights Agreement, dated November 10, 1999,
between the Operating Partnership and NYSCRF. (18)

  4(p)  Certificate of Designations, Preferences and Rights of 8.95% Cumulative
Redeemable Preferred Stock, Series B. (22)

  10(a) Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership. (13)

  10(b) Rights Agreement between the Company and the Limited Partners of the
Operating Partnership. (4)

  10(c) General Growth Properties, Inc. 1993 Stock Incentive Plan, as
amended.(9)

  10(d) Amendment, dated May 8, 2001, to 1993 Stock Incentive Plan, as amended.

  10(e) Form of Amended and Restated Agreement of Partnership for each of the
Property Partnerships.(2)

  10(f) Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall
<PAGE>

Investment L.P. and M. Bucksbaum Company.(2)

  10(g) Form of Registration Rights Agreement between the Company and the
Bucksbaums. (2)

  10(h) Form of Registration Rights Agreement between the Company and certain
trustees for the IBM Retirement Plan. (2)

  10(i) Form of Incidental Registration Rights Agreement between the Company,
Equitable, Frank Russell and Wells Fargo.(2)

  10(j) Form of Letter Agreements restricting sale of certain shares of Common
Stock.(2)

  10(k)* Letter Agreement dated October 14, 1993, between the Company and
Bernard Freibaum.(4)

  10(l)* Form of Option Agreement between the Company and certain Executive
  Officers.(8)

  10(m)* General Growth Properties, Inc. 1998 Incentive Stock Plan.(16)

  10(n) Amendment, dated May 9, 2000, to 1998 Stock Incentive Plan.

  10(o) Amended and Restated Operating Agreement of GGPLP L.L.C. dated as of May
25, 2000. (22)

  10(p) Registration Rights Agreement dated May 25, 2000 between General Growth
Properties, Inc. and Goldman Sachs 2000 Exchange Place Fund, L.P. (23)

  10(q) Term Loan Agreement, dated as of July 31, 2000, among the Operating
Partnership and GGPLP L.L.C. (collectively "Borrower"), Bankers Trust Company
("BT") and Lehman Commercial Paper Inc. ("Lehman"). (24)

  10(r) Promissory Note dated July 31, 2000 made by Borrower in favor of BT.
(24)

  10(s) Promissory Note dated July 31, 2000 made by Borrower in favor of Lehman.
(24)

  10(t) Joinder Agreement, dated as of September 1, 2000, between Bayerische
Hypo-Und Vereinsbank AG, New York Branch ("Hypo") and Borrower. (24)

  10(u) Promissory Note dated September 1, 2000 made by Borrower in favor of
Hypo. (24)

  10(v) Joinder Agreement, dated as of September 22, 2000, between Fleet
National Bank ("Fleet") and Borrower. (24)

  10(w) Promissory Note dated September 22, 2000 made by Borrower in favor of
Fleet. (24)

  10(x) First Amendment to Term Loan Agreement, dated as of September 22, 2000,
among Borrower and BT, Lehman, Hypo and Fleet. (24)

  10(y) Lender Addendum, dated as of October 20, 2000, between Lehman, Borrower
and BT. 24)

  10(z) Replacement Note dated October 20, 2000 made by Borrower in favor of
Lehman. (24)

  10(aa) Joinder Agreement, dated as of December 28, 2000, between The Chase
Manhattan Bank ("Chase"), Borrower, BT and Lehman. (24)

  10(bb) Promissory Note dated December 28, 2000 made by Borrower in favor of
Chase. (24)

  10(cc) Second Amendment to Term Loan Agreement, dated as of December 28, 2000,
among Borrower and BT, Lehman, Fleet and Chase. (24)

  10(dd) Joinder Agreement, dated as of August 1, 2001 between Commerzbank AG,
New York and Grand Cayman Branches ("Commerzbank"), Borrower, BT and Lehman.
<PAGE>

  10(ee) Promissory Note dated August 1, 2001 made by Borrower in favor of
Commerzbank.

  10(ff) Revolving Credit Agreement, dated as of July 31, 2000, among Borrower,
Bank of America, N.A. ("BofA") Dresdner Bank, AG ("Dresdner"), and U.S. Bank
National Association ("USB"). (24)

  10(gg) Promissory Note dated July 31, 2000 made by Borrower in favor of BofA.
(24)

  10(hh) Promissory Note dated July 31, 2000 made by Borrower in favor of
Dresdner. (24)

  10(ii) Promissory Note dated July 31, 2000 made by Borrower in favor of USB.
(24)

  10(jj) Joinder to Revolving Credit Agreement, dated as of September 1, 2000,
among Hypo, Borrower, BofA, Dresdner and USB. (24)

  10(kk) Promissory Note dated September 1, 2000 made by Borrower in favor of
Hypo. (24)

  10(ll) Revolving Credit Agreement, dated as of January 30, 2001, among General
Growth Management, Inc. and GGPLP L.L.C. (collectively, "Borrower"), BofA, USB,
and LaSalle Bank National Association ("LaSalle"). (25)

  10(mm) Promissory Note dated January 30, 2001 made by Borrower in favor of
BofA. (25)

  10(nn) Promissory Note dated January 30, 2001 made by Borrower in favor of
USB. (25)

  10(oo) Promissory Note dated January 30, 2001 made by Borrower in favor of
LaSalle. (25)

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

  (1) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated January 3, 1996, incorporated herein by reference.

  (2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-11 (No. 33-56640), incorporated herein by reference.

  (3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, incorporated herein by reference.

  (4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, incorporated herein by reference.

  (5) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated July 17, 1996, incorporated herein by reference.

  (6) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, incorporated herein by reference.

  (7) Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 333-37247) dated October 6, 1997, incorporated herein by
reference.

  (8) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, incorporated herein by reference.

  (9) Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (No. 333-28449) dated June 3, 1997, incorporated herein by reference.

  (10) Previously filed as an exhibit to the Company's Annual Report on Form 10-
K for the year ended December 31, 1997,
<PAGE>

incorporated herein by reference.

  (11) Previously filed as an exhibit to the Company's current report on Form 8-
K dated May 26, 1998, incorporated herein by reference.

  (12) Previously filed as an exhibit to the Company's current report on Form 8-
K/A dated June 2, 1998, incorporated herein by reference.

  (13) Previously filed as an exhibit to the Company's current report on Form
10-Q dated May 14, 1998, as amended May 21, 1998, incorporated herein by
reference.

  (14) Previously filed as an exhibit to the Company's current report on Form 8-
K dated August 7, 1998, incorporated herein by reference.

  (15) Previously filed as an exhibit to the Company's current report on Form 8-
K, dated November 18, 1998, incorporated herein by reference.

  (16) Previously filed as an exhibit to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998, incorporated herein by reference.

  (17) Previously filed as an exhibit to the Company's Current Report on Form 8-
K, dated July 12, 1999, incorporated herein by reference.

  (18) Previously filed as an exhibit to the Company's Current Report on Form 8-
K, dated November 23, 1999, incorporated herein by reference.

  (19) Previously filed as an exhibit to the Company's Current Report on Form 8-
K/A, dated January 11, 2000, incorporated herein by reference.

  (20) Previously filed as an exhibit to the Company's Annual Report on Form 10-
K for the year ended December 31, 1999, incorporated herein by reference.

  (21) Previously filed as an exhibit to the Company's Current Report on Form 8-
K, dated May 9, 2000, incorporated herein by reference.

  (22) Previously filed as an exhibit to the Company's Current Report on Form 8-
K, dated June 13, 2000, incorporated herein by reference.

  (23) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q dated August 9, 2000, incorporated herein by reference.

  (24) Previously filed as an exhibit to the Company's Annual Report on Form 10-
K for the year ended December 31, 2000, incorporated herein by reference.

  (25) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q dated May 10, 2001, incorporated herein by reference.