##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2005oro
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from to
 Commission
file number 1-11656
 GENERAL GROWTH PROPERTIES, INC.
  Delaware
    
    42-1283895(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
  
   
   
   þ o
  þ o




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GENERAL GROWTH PROPERTIES, INC.
 INDEX
 PAGENUMBERPart I FINANCIAL INFORMATIONItem 1: Financial Statements (Unaudited)Consolidated Balance Sheets
    
    
    3Consolidated Statements of Operations and Comprehensive Income
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2: Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    28Liquidity and Capital Resources
    
    
    35Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    39Item 4: Controls and Procedures
    
    
    39Part II OTHER INFORMATIONItem 1: Legal Proceedings
    
    
    40Item 2: Unregistered Sales of Securities and Use of Proceeds
    
    
    40Item 3: Defaults Upon Senior Securities
    
    
    40Item 4: Submission of Matters to a Vote of Security Holders
    
    
    40Item 5: Other Information
    
    
    41Item 6: Exhibits
    
    
    41SIGNATURE
    
    
    43EXHIBIT INDEX
    
    
    441998 Incentive Stock Plan, as AmendedCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906Risk Factors




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 June 30, 2005
    
    December 31, 2004(Dollars in thousands)(Unaudited)AssetsInvestment in real estate:Land
    
    $
    2,863,162
    
    
    $
    2,859,552Buildings and equipment
    
    
    18,336,543
    
    
    
    18,251,258Less accumulated depreciation
    
    
    (1,784,118
    )
    
    
    (1,453,488
    )Developments in progress
    
    
    635,739
    
    
    
    559,969Net property and equipment
    
    
    20,051,326
    
    
    
    20,217,291Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,852,770
    
    
    
    1,945,541Investment land and land held for development and sale
    
    
    1,641,352
    
    
    
    1,638,013Net investment in real estate
    
    
    23,545,448
    
    
    
    23,800,845Cash and cash equivalents
    
    
    50,549
    
    
    
    39,581Accounts and notes receivable, net
    
    
    252,670
    
    
    
    242,425Deferred expenses, net
    
    
    154,909
    
    
    
    153,231Prepaid expenses and other assets
    
    
    1,355,220
    
    
    
    1,482,543Total assets
    
    $
    25,358,796
    
    
    $
    25,718,625Liabilities and Stockholders EquityMortgage notes and other property debt payable
    
    $
    20,458,401
    
    
    $
    20,310,947Deferred tax liabilities
    
    
    1,284,175
    
    
    
    1,414,565Accounts payable and accrued expenses
    
    
    880,178
    
    
    
    895,520Total liabilities
    
    
    22,622,754
    
    
    
    22,621,032Minority interests:Preferred
    
    
    215,071
    
    
    
    403,161Common
    
    
    476,727
    
    
    
    551,282Total minority interests
    
    
    691,798
    
    
    
    954,443Commitments and contingencies
    
    
    
    
    
    
    Preferred stock: $100 par value; 5,000,000 shares authorized; none
issued and outstanding
    
    
    
    
    
    
    Stockholders equity:Common stock: $.01 par value; 875,000,000 shares authorized;
238,063,623 and 234,724,082 shares issued and outstanding
as of June 30, 2005 and December 31, 2004, respectively
    
    
    2,381
    
    
    
    2,347Additional paid-in capital
    
    
    2,422,065
    
    
    
    2,378,237Retained earnings (accumulated deficit)
    
    
    (381,902
    )
    
    
    (227,511
    )Notes receivable-common stock purchase
    
    
    (1,135
    )
    
    
    (5,178
    )Unearned compensation-restricted stock
    
    
    (1,747
    )
    
    
    (1,060
    )Accumulated other comprehensive income (loss)
    
    
    4,582
    
    
    
    (3,685
    )Total stockholders equity
    
    
    2,044,244
    
    
    
    2,143,150Total
liabilities and stockholders equity
    
    $
    25,358,796
    
    
    $
    25,718,625
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GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands, except for per share amounts)Revenues:Minimum rents
    
    $
    409,398
    
    
    $
    231,724
    
    
    $
    819,882
    
    
    $
    453,419Tenant recoveries
    
    
    183,718
    
    
    
    105,469
    
    
    
    365,725
    
    
    
    207,690Overage rents
    
    
    9,700
    
    
    
    4,703
    
    
    
    23,286
    
    
    
    13,054Land sales
    
    
    114,345
    
    
    
    
    
    
    
    175,751
    
    
    
    Management and other fees
    
    
    23,252
    
    
    
    20,163
    
    
    
    42,815
    
    
    
    38,864Other
    
    
    26,450
    
    
    
    12,316
    
    
    
    48,937
    
    
    
    21,172Total revenues
    
    
    766,863
    
    
    
    374,375
    
    
    
    1,476,396
    
    
    
    734,199Expenses:Real estate taxes
    
    
    52,781
    
    
    
    28,848
    
    
    
    106,285
    
    
    
    56,970Repairs and maintenance
    
    
    50,206
    
    
    
    25,320
    
    
    
    104,023
    
    
    
    49,956Marketing
    
    
    12,530
    
    
    
    10,515
    
    
    
    24,898
    
    
    
    20,955Other property operating costs
    
    
    94,341
    
    
    
    48,777
    
    
    
    184,362
    
    
    
    89,998Land sales operations
    
    
    94,348
    
    
    
    
    
    
    
    148,195
    
    
    
    Provision for doubtful accounts
    
    
    4,258
    
    
    
    2,565
    
    
    
    8,512
    
    
    
    5,350Property management and other costs
    
    
    43,484
    
    
    
    24,312
    
    
    
    78,121
    
    
    
    49,324General and administrative
    
    
    3,635
    
    
    
    2,812
    
    
    
    6,446
    
    
    
    5,002Depreciation and amortization
    
    
    173,075
    
    
    
    85,757
    
    
    
    336,384
    
    
    
    158,660Total expenses
    
    
    528,658
    
    
    
    228,906
    
    
    
    997,226
    
    
    
    436,215Operating income
    
    
    238,205
    
    
    
    145,469
    
    
    
    479,170
    
    
    
    297,984Interest income
    
    
    2,489
    
    
    
    366
    
    
    
    4,706
    
    
    
    783Interest expense
    
    
    (244,842
    )
    
    
    (90,460
    )
    
    
    (489,870
    )
    
    
    (177,547
    )Provision for income taxes
    
    
    (14,061
    )
    
    
    (382
    )
    
    
    (12,754
    )
    
    
    (389
    )Income allocated to minority interests
    
    
    (8,786
    )
    
    
    (22,900
    )
    
    
    (21,642
    )
    
    
    (48,338
    )Equity in income of unconsolidated affiliates
    
    
    29,647
    
    
    
    18,154
    
    
    
    56,107
    
    
    
    36,084Income from continuing operations
    
    
    2,652
    
    
    
    50,247
    
    
    
    15,717
    
    
    
    108,577Income from discontinued operations, net
of minority interests
    
    
    
    
    
    
    901
    
    
    
    
    
    
    
    1,694Net income
    
    $
    2,652
    
    
    $
    51,148
    
    
    $
    15,717
    
    
    $
    110,271Basic earnings per share:Continuing operations
    
    $
    0.01
    
    
    $
    0.23
    
    
    $
    0.07
    
    
    $
    0.50Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.01Total basic earnings per share
    
    $
    0.01
    
    
    $
    0.24
    
    
    $
    0.07
    
    
    $
    0.51Diluted earnings per share:Continuing operations
    
    $
    0.01
    
    
    $
    0.22
    
    
    $
    0.07
    
    
    $
    0.49Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.01Total diluted earnings per share
    
    $
    0.01
    
    
    $
    0.23
    
    
    $
    0.07
    
    
    $
    0.50Distributions declared per share
    
    $
    0.36
    
    
    $
    0.30
    
    
    $
    0.72
    
    
    $
    0.60Comprehensive income, net:Net income
    
    $
    2,652
    
    
    $
    51,148
    
    
    $
    15,717
    
    
    $
    110,271Other comprehensive income, net of minority interest:Net unrealized gains (losses) on derivative financial instruments
    
    
    (1,355
    )
    
    
    5,993
    
    
    
    4,772
    
    
    
    6,319Minimum pension liability adjustment
    
    
    (75
    )
    
    
    (99
    )
    
    
    (182
    )
    
    
    (182
    )Foreign currency translation
    
    
    3,481
    
    
    
    
    
    
    
    3,437
    
    
    
    Net unrealized gains (losses) on available-for-sale securities
    
    
    (50
    )
    
    
    
    
    
    
    240
    
    
    
    Comprehensive income, net
    
    $
    4,653
    
    
    $
    57,042
    
    
    $
    23,984
    
    
    $
    116,408
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GENERAL GROWTH PROPERTIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months EndedJune 30,2005
    
    2004(In thousands)Cash flows from operating activities:Net Income
    
    $
    15,717
    
    
    $
    110,271Adjustments to reconcile net income to net cash
provided by operating activities:Minority interests, including discontinued operations
    
    
    21,642
    
    
    
    48,761Equity in income of unconsolidated affiliates
    
    
    (56,107
    )
    
    
    (36,084
    )Provision for doubtful accounts, including discontinued operations
    
    
    8,512
    
    
    
    5,364Distributions received from unconsolidated affiliates
    
    
    56,283
    
    
    
    32,940Depreciation, including discontinued operations
    
    
    326,501
    
    
    
    150,260Amortization, including discontinued operations
    
    
    14,125
    
    
    
    14,577Participation expense pursuant to Contingent Stock Agreement
    
    
    51,687
    
    
    
    Land development and acquisition expenditures
    
    
    (59,610
    )
    
    
    Cost of land sales
    
    
    84,287
    
    
    
    Debt assumed by purchasers of land
    
    
    (4,133
    )
    
    
    Losses on extinguishment of debt
    
    
    4,613
    
    
    
    6,187Deferred income taxes
    
    
    10,844
    
    
    
    Net changes:Accounts and notes receivable
    
    
    (13,820
    )
    
    
    (6,954
    )Prepaid expenses and other assets
    
    
    3,516
    
    
    
    415Deferred expenses
    
    
    (2,215
    )
    
    
    (16,219
    )Accounts payable and accrued expenses
    
    
    (82,196
    )
    
    
    33,903Net cash provided by operating activities
    
    
    379,646
    
    
    
    343,421Cash flows from investing activities:Acquisition/development of real estate and improvements
and additions to properties
    
    
    (205,271
    )
    
    
    (1,316,349
    )Increase in investments in unconsolidated affiliates
    
    
    (40,950
    )
    
    
    (143,052
    )Increase in restricted cash
    
    
    (18,317
    )
    
    
    (2,223
    )Distributions received from unconsolidated affiliates in excess of income
    
    
    72,882
    
    
    
    20,164Proceeds from repayment of notes receivable for common stock purchases
    
    
    4,505
    
    
    
    563Loans to/from unconsolidated affiliates, net
    
    
    89,000
    
    
    
    (8,884
    )Marketable securities, net
    
    
    5,699
    
    
    
    Net cash used in investing activities
    
    
    (92,452
    )
    
    
    (1,449,781
    )Cash flows from financing activities:Cash distributions paid to common stockholders
    
    
    (170,109
    )
    
    
    (130,550
    )Cash distributions paid to holders of Common Units
    
    
    (39,467
    )
    
    
    (33,575
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    (18,579
    )
    
    
    (20,012
    )Cash
distributions to Minority Interest-Common
    
    
    (6,547
    )
    
    
    Proceeds from issuance of common stock, including from common stock plans
    
    
    36,650
    
    
    
    13,716Redemption of preferred minority interests:PDC Series A Perpetual Preferred Units
    
    
    
    
    
    
    (12,750
    )PDC Series C Perpetual Preferred Units
    
    
    (8,000
    )
    
    
    Redeemable Preferred Units
    
    
    (175,000
    )
    
    
    Other preferred stock of consolidated subsidiaries
    
    
    
    
    
    
    (173
    )Proceeds from issuance of mortgage notes and other property debt payable
    
    
    2,917,537
    
    
    
    2,396,399Principal payments on mortgage notes and other property debt payable
    
    
    (2,808,218
    )
    
    
    (1,095,900
    )Deferred financing costs
    
    
    (4,493
    )
    
    
    (6,207
    )Net cash provided by (used in) financing activities
    
    
    (276,226
    )
    
    
    1,110,948Net change in cash and cash equivalents
    
    
    10,968
    
    
    
    4,588Cash and cash equivalents at beginning of period
    
    
    39,581
    
    
    
    10,677Cash and cash equivalents at end of period
    
    $
    50,549
    
    
    $
    15,265Supplemental disclosure of cash flow information:Interest paid
    
    $
    501,973
    
    
    $
    174,634Interest capitalized
    
    
    28,941
    
    
    
    3,602Non-cash
investing and financing activities (Note 2):Common stock issued in exchange for Operating Partnership Units
    
    $
    18,661
    
    
    $
    1,314Common stock issued in exchange for convertible preferred units
    
    
    5,210
    
    
    
    8,956Debt assumed in conjunction with acquisition of property
    
    
    
    
    
    
    134,902Common stock issued pursuant to Contingent Stock Agreement
    
    
    18,098
    
    
    
    Operating Partnership Units issued as consideration for purchase
of real estate
    
    
    
    
    
    
    25,132
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GENERAL GROWTH PROPERTIES, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1 ORGANIZATION
  General
    
    
    GGPLP L.L.C., a Delaware limited liability company (the LLC),
has ownership interests in the majority of our properties (other
than those acquired in The Rouse Company merger (the TRC Merger,
Note 2)).
 
    
    The Rouse Company LP (TRCLP), successor to The Rouse Company,
which includes both a REIT and taxable REIT subsidiaries (TRSs),
has ownership interests in Consolidated Properties and
Unconsolidated Properties (as defined below).
 
    
    General Growth Management, Inc. (GGMI), a TRS, manages, leases,
and performs various other services for some of our Unconsolidated
Real Estate Affiliates (as defined below) and approximately 30
properties owned by unaffiliated third parties.
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Basis of Presentation
    Minority Interests
 Common
  December 31, 2004
    
    
    55,532,263Conversion of Preferred Units into Common Units
    
    
    274,275Redemptions for General Growth common stock
    
    
    (2,126,097
    )June 30, 2005
    
    
    53,680,441
 Preferred
  Number of
    
    Per Unit
    
    
    
    Carrying AmountCoupon
    
    Issuing
    
    units as of
    
    Liquidation
    


    Redeemable
    
    June 30,
    
    December 31,Security Type
    
    Rate
    
    Entity
    

June 30, 2005
    

Preference
    
    by Issuer
    
    2005
    
    2004(In thousands)Perpetual Preferred UnitsRedeemable Preferred
Units (RPUs)
    
    
    8.95
    %
    
    LLC
    
    
    240,000
    
    
    $
    250
    
    
    April 2007
    
    $
    60,000
    
    
    $
    235,000
    (1)Cumulative Preferred
Units (CPUs)
    
    
    8.25
    %
    
    LLC
    
    
    20,000
    
    
    
    250
    
    
    
    N/A
    
    
    
    5,000
    
    
    
    5,000Price Development Company
(PDC) Series C
    
    
    8.75
    %
    
    PDC
    
    
    
    
    
    
    25
    
    
    
    N/A
    
    
    
    
    
    
    
    8,00065,000
    
    
    
    248,000
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Carrying AmountPer Unit
    
    
    
    
    
    June 30,
    
    December 31,Coupon
    
    Issuing
    
    Number
    
    Liquidation
    
    Redeemable
    
    2005
    
    2004Security Type
    
    Rate
    
    Entity
    
    of Units
    
    Preference
    
    by IssuerConvertible Preferred
UnitsSeries B-JP Realty
    
    
    8.50
    %
    
    GGPLP
    
    
    1,382,842
    
    
    
    50
    
    
    
    N/A
    
    
    
    69,142
    
    
    
    70,975Series C-Glendale Galleria
    
    
    7.00
    %
    
    GGPLP
    
    
    575,959
    
    
    
    50
    
    
    
    N/A
    
    
    
    28,799
    
    
    
    32,176Series D-Foothills Mall
    
    
    6.50
    %
    
    GGPLP
    
    
    532,750
    
    
    
    50
    
    
    
    N/A
    
    
    
    26,637
    
    
    
    26,637Series E-Four Seasons
Town Centre
    
    
    7.00
    %
    
    GGPLP
    
    
    502,658
    
    
    
    50
    
    
    
    N/A
    
    
    
    25,132
    
    
    
    25,132149,710
    
    
    
    154,920Other preferred stock of
consolidated subsidiaries
    
    
    N/A
    
    
    various
    
    
    361
    
    
    
    1,000
    
    
    
    (2
    )
    
    
    361
    
    
    
    241Total Minority Interest-Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    215,071
    
    
    $
    403,161
 
 (1)
    
    Includes $175 million which was called for redemption in March 2005 as permitted under the
terms of the applicable RPUs.(2)
    
    Redeemable on demand, under certain circumstances. Earnings Per Share (EPS)
  Three Months Ended June 30,2005
    
    2004Basic
    
    Diluted
    
    Basic
    
    Diluted(In thousands)Numerators:Income from continuing operations
    
    $
    2,652
    
    
    $
    2,652
    
    
    $
    50,247
    
    
    $
    50,247Discontinued operations, net of minority interests
    
    
    
    
    
    
    
    
    
    
    901
    
    
    
    901Net income
    
    $
    2,652
    
    
    $
    2,652
    
    
    $
    51,148
    
    
    $
    51,148Denominators:Weighted average number of common shares
outstanding  basic
    
    
    237,854
    
    
    
    237,854
    
    
    
    218,075
    
    
    
    218,075Effect of dilutive securities  options
    
    
    
    
    
    
    1,068
    
    
    
    
    
    
    
    807Weighted average number of common shares
outstanding  diluted
    
    
    237,854
    
    
    
    238,922
    
    
    
    218,075
    
    
    
    218,882
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Six Months Ended June 30,2005
    
    2004Basic
    
    Diluted
    
    Basic
    
    Diluted(In thousands)Numerators:Income from continuing operations
    
    $
    15,717
    
    
    $
    15,717
    
    
    $
    108,577
    
    
    $
    108,577Discontinued operations, net of minority interests
    
    
    
    
    
    
    
    
    
    
    1,694
    
    
    
    1,694Net income
    
    $
    15,717
    
    
    $
    15,717
    
    
    $
    110,271
    
    
    $
    110,271Denominators:Weighted average number of common shares
outstanding  basic
    
    
    236,838
    
    
    
    236,838
    
    
    
    217,814
    
    
    
    217,814Effect of dilutive securities  options
    
    
    
    
    
    
    865
    
    
    
    
    
    
    
    836Weighted average number of common shares
outstanding  diluted
    
    
    236,838
    
    
    
    237,703
    
    
    
    217,814
    
    
    
    218,650
  Notes
Receivable  Officers
  June 30,
    
    December 31,(In thousands)
    
    2005
    
    2004Income tax withholdings reported in
Prepaid expenses and other assets
    
    $
    161
    
    
    $
    623Reported as a reduction to Stockholders equity
    
    
    1,135
    
    
    
    5,178$
    1,296
    
    
    $
    5,801
  Revenue Recognition and Related Matters
    9 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Stock Plans
  Use of Estimates
  Reclassifications
  NOTE 2 ACQUISITIONS AND INTANGIBLES
 The Rouse Company
   10 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 November 12,

    
    Non-cash
    
    
    June 30,(In thousands)
    
    2004
    
    Adjustments
    
    2005Land
    
    $
    1,314,711
    
    
    $
    
    
    
    $
    1,314,711Buildings and equipment
    
    
    8,206,370
    
    
    
    (35,658
    )
    
    
    8,170,712Developments in progress
    
    
    383,996
    
    
    
    (22,268
    )
    
    
    361,728Investment
in and loans to Unconsolidated Real Estate
Affiliates
    
    
    1,236,299
    
    
    
    32,822
    
    
    
    1,269,121Investment land and land held for
development and sale
    
    
    1,645,700
    
    
    
    33,128
    
    
    
    1,678,828Cash and cash equivalents
    
    
    29,077
    
    
    
    
    
    
    
    29,077Accounts and
notes receivable
    
    
    84,424
    
    
    
    1,811
    
    
    
    86,235Prepaid expenses and other assets:Below-market ground leases
    
    
    382,328
    
    
    
    (895
    )
    
    
    381,433Above-market tenant leases
    
    
    141,048
    
    
    
    
    
    
    
    141,048Deferred tax assets
    
    
    145,243
    
    
    
    (142,675
    )
    
    
    2,568Goodwill
    
    
    356,796
    
    
    
    57,199
    
    
    
    413,995Other
    
    
    401,527
    
    
    
    (8,995
    )
    
    
    392,532Total purchase price
    
    $
    14,327,519
    
    
    $
    (85,531
    )
    
    $
    14,241,988
  Other Acquisitions
  AcquisitionDate50% ownership interest in Burlington Town Center
    
    January 7Redlands Mall
    
    January 16The remaining 50% ownership interest in Town East Mall
    
    March 1Four Seasons Town Centre
    
    March 5Ownership interest in GSG de Cost Rica SRL
    
    April 3050% ownership interest in Hoover Mall Holding, L.L.C.
    
    May 11Mall of Louisiana
    
    May 12Grand Canal Shoppes
    
    May 1750% ownership interest in GGP/NIG Brazil
    
    July 30Stonestown Galleria
    
    August 13
  Accounting for Acquisitions and Intangibles
  11 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   (In millions)
    
    Gross Asset
    
    Accumulated
    
    Net Carrying(Liability)
    

Amortization
    

AmountJune 30, 2005In-place leases
    
    $
    601
    
    
    
    $95
    
    
    $
    506Below-market ground leases
    
    
    381
    
    
    
    5
    
    
    
    376Below-market tenant leases
    
    
    (306
    )
    
    
    (83
    )
    
    
    (223
    )Above-market
tenant leases
    
    
    142
    
    
    
    20
    
    
    
    122Real estate tax stabilization agreement
    
    
    94
    
    
    
    3
    
    
    
    91December 31, 2004In-place leases
    
    
    595
    
    
    
    29
    
    
    
    566Below-market ground leases
    
    
    381
    
    
    
    1
    
    
    
    380Below-market tenant leases
    
    
    (304
    )
    
    
    (52
    )
    
    
    (252
    )Above-market
tenant leases
    
    
    142
    
    
    
    4
    
    
    
    138Real estate tax stabilization agreement
    
    
    94
    
    
    
    1
    
    
    
    93
   NOTE 3 INVESTMENTS IN AND LOANS TO/FROM UNCONSOLIDATED REAL ESTATE AFFILIATES
    12 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
  December 31,June 30, 2005
    
    2004(In thousands)Condensed Combined Balance Sheets  Unconsolidated Real Estate AffiliatesAssets:Land
    
    $
    867,484
    
    
    $
    852,137Buildings and equipment
    
    
    7,318,460
    
    
    
    7,398,555Less accumulated depreciation
    
    
    (1,175,830
    )
    
    
    (982,616
    )Developments in progress
    
    
    304,413
    
    
    
    220,486Net property and equipment
    
    
    7,314,527
    
    
    
    7,488,562Investment in unconsolidated joint ventures
    
    
    70,006
    
    
    
    56,362Investment land and land held for sale and development
    
    
    266,874
    
    
    
    257,555Net investment in real estate
    
    
    7,651,407
    
    
    
    7,802,479Cash and cash equivalents
    
    
    162,152
    
    
    
    134,399Accounts and
notes receivable, net
    
    
    129,111
    
    
    
    119,446Deferred expenses, net
    
    
    160,516
    
    
    
    175,446Prepaid expenses and other assets
    
    
    184,368
    
    
    
    261,555Total assets
    
    $
    8,287,554
    
    
    $
    8,493,325Liabilities and Owners Equity:Mortgage notes and other property debt payable
    
    $
    5,878,109
    
    
    $
    5,601,137Accounts payable and accrued expenses
    
    
    394,179
    
    
    
    417,300Minority interest
    
    
    117
    
    
    
    117Owners equity
    
    
    2,015,149
    
    
    
    2,474,771Total liabilities and owners equity
    
    $
    8,287,554
    
    
    $
    8,493,325Investment In and Loans To/From Unconsolidated Real Estate AffiliatesOwners equity
    
    $
    2,015,149
    
    
    $
    2,474,771Less joint venture partners equity
    
    
    (1,046,329
    )
    
    
    (1,258,133
    )Capital or basis differences and loans
    
    
    883,950
    
    
    
    728,903Investment in and loans to/from
Unconsolidated Real Estate Affiliates
    
    $
    1,852,770
    
    
    $
    1,945,541
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Condensed Combined Statements of Operations  Unconsolidated Real Estate AffiliatesRevenues:Minimum rents
    
    $
    189,784
    
    
    $
    128,154
    
    
    $
    385,617
    
    
    $
    253,537Tenant recoveries
    
    
    89,393
    
    
    
    59,705
    
    
    
    176,288
    
    
    
    121,329Overage rents
    
    
    2,253
    
    
    
    1,115
    
    
    
    5,756
    
    
    
    3,328Land sales
    
    
    54,581
    
    
    
    
    
    
    
    70,900
    
    
    
    Other
    
    
    38,163
    
    
    
    3,979
    
    
    
    68,127
    
    
    
    6,952Total revenues
    
    
    374,174
    
    
    
    192,953
    
    
    
    706,688
    
    
    
    385,146Expenses:Real estate taxes
    
    
    27,795
    
    
    
    17,070
    
    
    
    55,338
    
    
    
    35,027Repairs and maintenance
    
    
    17,199
    
    
    
    14,008
    
    
    
    39,998
    
    
    
    28,448Marketing
    
    
    7,282
    
    
    
    6,400
    
    
    
    14,535
    
    
    
    12,787Other property operating costs
    
    
    68,978
    
    
    
    27,594
    
    
    
    129,131
    
    
    
    53,556Land sales operations
    
    
    28,552
    
    
    
    
    
    
    
    35,756
    
    
    
    Provision for doubtful accounts
    
    
    1,144
    
    
    
    1,054
    
    
    
    3,351
    
    
    
    2,436Property management and other costs
    
    
    11,821
    
    
    
    11,068
    
    
    
    23,464
    
    
    
    22,102General and administrative
    
    
    3,788
    
    
    
    766
    
    
    
    4,269
    
    
    
    1,051Depreciation and amortization
    
    
    67,674
    
    
    
    39,095
    
    
    
    126,692
    
    
    
    77,622Total expenses
    
    
    234,233
    
    
    
    117,055
    
    
    
    432,534
    
    
    
    233,029Operating income
    
    
    139,941
    
    
    
    75,898
    
    
    
    274,154
    
    
    
    152,117Interest income
    
    
    1,868
    
    
    
    675
    
    
    
    3,404
    
    
    
    1,522Interest expense
    
    
    (71,957
    )
    
    
    (40,381
    )
    
    
    (141,196
    )
    
    
    (81,361
    )Equity in income of unconsolidated joint ventures
    
    
    1,184
    
    
    
    1,125
    
    
    
    2,303
    
    
    
    2,264Net income
    
    $
    71,036
    
    
    $
    37,317
    
    
    $
    138,665
    
    
    $
    74,542Equity In Income of Unconsolidated Real Estate AffiliatesTotal income of Unconsolidated Real Estate Affiliates
    
    $
    71,036
    
    
    $
    37,317
    
    
    $
    138,665
    
    
    $
    74,542Joint venture partners share of income of
Unconsolidated Real Estate Affiliates
    
    
    (36,485
    )
    
    
    (19,111
    )
    
    
    (71,276
    )
    
    
    (38,292
    )Amortization of capital or basis differences
    
    
    (4,892
    )
    
    
    (52
    )
    
    
    (11,270
    )
    
    
    (149
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (12
    )
    
    
    
    
    
    
    (12
    )
    
    
    (17
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    29,647
    
    
    $
    18,154
    
    
    $
    56,107
    
    
    $
    36,084
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  GGP/Homart
    
    GGP/Homart IIJune 30,
    
    December 31,
    
    June 30,
    
    December 31,2005
    
    2004
    
    2005
    
    2004(In thousands)Assets:Land
    
    $
    146,777
    
    
    $
    146,777
    
    
    $
    190,707
    
    
    $
    190,707Buildings and equipment
    
    
    1,776,774
    
    
    
    1,765,800
    
    
    
    1,993,609
    
    
    
    1,957,969Less accumulated depreciation
    
    
    (421,006
    )
    
    
    (389,682
    )
    
    
    (234,484
    )
    
    
    (205,637
    )Developments in progress
    
    
    21,598
    
    
    
    8,586
    
    
    
    85,744
    
    
    
    63,970Investment in unconsolidated joint ventures
    
    
    9,597
    
    
    
    10,898
    
    
    
    
    
    
    
    Net investment in real estate
    
    
    1,533,740
    
    
    
    1,542,379
    
    
    
    2,035,576
    
    
    
    2,007,009Cash and cash equivalents
    
    
    11,360
    
    
    
    20,319
    
    
    
    47,139
    
    
    
    23,149Accounts receivable, net
    
    
    40,967
    
    
    
    39,254
    
    
    
    29,699
    
    
    
    32,265Deferred expenses, net
    
    
    48,104
    
    
    
    48,969
    
    
    
    58,438
    
    
    
    59,102Prepaid expenses and other assets
    
    
    16,822
    
    
    
    56,482
    
    
    
    29,972
    
    
    
    36,236Total assets
    
    $
    1,650,993
    
    
    $
    1,707,403
    
    
    $
    2,200,824
    
    
    $
    2,157,761Liabilities and Owners Equity:Mortgage notes and other property debt payable
    
    $
    1,517,778
    
    
    $
    1,469,938
    
    
    $
    1,501,927
    
    
    $
    1,331,301Accounts payable and accrued expenses
    
    
    54,699
    
    
    
    63,560
    
    
    
    69,328
    
    
    
    81,574Minority interest
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    117Owners equity
    
    
    78,516
    
    
    
    173,905
    
    
    
    629,452
    
    
    
    744,769Total liabilities and owners equity
    
    $
    1,650,993
    
    
    $
    1,707,403
    
    
    $
    2,200,824
    
    
    $
    2,157,761
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 GGP/Homart
    
    GGP/Homart IIThree months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004(In thousands)Revenues:Minimum rents
    
    $
    53,059
    
    
    $
    51,383
    
    
    $
    47,294
    
    
    $
    44,819Tenant recoveries
    
    
    24,331
    
    
    
    23,007
    
    
    
    22,488
    
    
    
    21,140Overage rents
    
    
    572
    
    
    
    394
    
    
    
    559
    
    
    
    631Other
    
    
    2,091
    
    
    
    1,951
    
    
    
    2,581
    
    
    
    1,171Total revenues
    
    
    80,053
    
    
    
    76,735
    
    
    
    72,922
    
    
    
    67,761Expenses:Real estate taxes
    
    
    7,416
    
    
    
    6,730
    
    
    
    6,436
    
    
    
    6,153Repairs and maintenance
    
    
    6,074
    
    
    
    6,328
    
    
    
    4,514
    
    
    
    4,495Marketing
    
    
    2,474
    
    
    
    2,321
    
    
    
    2,490
    
    
    
    2,493Other property operating costs
    
    
    9,735
    
    
    
    10,412
    
    
    
    6,204
    
    
    
    9,889Provision for doubtful accounts
    
    
    295
    
    
    
    456
    
    
    
    466
    
    
    
    179Property management and other costs
    
    
    5,009
    
    
    
    4,649
    
    
    
    4,282
    
    
    
    3,962General and administrative
    
    
    149
    
    
    
    441
    
    
    
    821
    
    
    
    197Depreciation and amortization
    
    
    16,962
    
    
    
    16,797
    
    
    
    15,152
    
    
    
    13,782Total expenses
    
    
    48,114
    
    
    
    48,134
    
    
    
    40,365
    
    
    
    41,150Operating income
    
    
    31,939
    
    
    
    28,601
    
    
    
    32,557
    
    
    
    26,611Interest income
    
    
    670
    
    
    
    270
    
    
    
    674
    
    
    
    345Interest expense
    
    
    (20,833
    )
    
    
    (19,678
    )
    
    
    (17,557
    )
    
    
    (13,437
    )Equity in income of unconsolidated
joint ventures
    
    
    1,184
    
    
    
    1,125
    
    
    
    
    
    
    
    Net income
    
    $
    12,960
    
    
    $
    10,318
    
    
    $
    15,674
    
    
    $
    13,519
 GGP/Homart
    
    GGP/Homart IISix months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004(In thousands)Revenues:Minimum rents
    
    $
    112,654
    
    
    $
    101,512
    
    
    
    93,242
    
    
    $
    88,710Tenant recoveries
    
    
    47,274
    
    
    
    46,656
    
    
    
    45,578
    
    
    
    42,925Overage rents
    
    
    1,669
    
    
    
    1,168
    
    
    
    1,594
    
    
    
    1,436Other
    
    
    4,073
    
    
    
    3,321
    
    
    
    3,925
    
    
    
    2,204Total revenues
    
    
    165,670
    
    
    
    152,657
    
    
    
    144,339
    
    
    
    135,275Expenses:Real estate taxes
    
    
    14,796
    
    
    
    13,929
    
    
    
    13,737
    
    
    
    12,492Repairs and maintenance
    
    
    13,209
    
    
    
    12,786
    
    
    
    9,197
    
    
    
    8,915Marketing
    
    
    4,924
    
    
    
    4,796
    
    
    
    4,867
    
    
    
    4,854Other property operating costs
    
    
    17,580
    
    
    
    20,529
    
    
    
    14,279
    
    
    
    18,253Provision for doubtful accounts
    
    
    625
    
    
    
    891
    
    
    
    1,077
    
    
    
    708Property management and other costs
    
    
    10,074
    
    
    
    9,246
    
    
    
    8,370
    
    
    
    7,935General and administrative
    
    
    248
    
    
    
    522
    
    
    
    1,005
    
    
    
    329Depreciation and amortization
    
    
    33,982
    
    
    
    33,007
    
    
    
    30,176
    
    
    
    27,858Total expenses
    
    
    95,438
    
    
    
    95,706
    
    
    
    82,708
    
    
    
    81,344Operating income
    
    
    70,232
    
    
    
    56,951
    
    
    
    61,631
    
    
    
    53,931Interest income
    
    
    1,168
    
    
    
    631
    
    
    
    1,152
    
    
    
    751Interest expense
    
    
    (41,162
    )
    
    
    (40,109
    )
    
    
    (33,870
    )
    
    
    (26,808
    )Equity in income of unconsolidated
joint ventures
    
    
    2,303
    
    
    
    2,264
    
    
    
    
    
    
    
    Net income
    
    $
    32,541
    
    
    $
    19,737
    
    
    $
    28,913
    
    
    $
    27,874
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 4 MORTGAGE NOTES AND OTHER PROPERTY DEBT PAYABLE
  June 30,
    
    December 31,(In thousands)
    
    2005
    
    2004Fixed-rate debt:Commercial mortgage-backed securities
    
    $
    318,470
    
    
    $
    332,526Other collateralized mortgage notes and other debt payable
    
    
    11,431,643
    
    
    
    9,036,659Corporate and other unsecured term loans
    
    
    1,639,515
    
    
    
    1,750,882Total fixed-rate debt
    
    
    13,389,628
    
    
    
    11,120,067Variable-rate debt:Commercial mortgage-backed securities
    
    
    333,355
    
    
    
    361,239Other collateralized mortgage notes and other debt payable
    
    
    1,135,483
    
    
    
    2,189,059Credit facilities
    
    
    
    
    
    
    150,000Corporate and other unsecured term loans
    
    
    5,599,935
    
    
    
    6,490,582Total variable-rate debt
    
    
    7,068,773
    
    
    
    9,190,880Total
    
    $
    20,458,401
    
    
    $
    20,310,947
 Commercial Mortgage-Backed Securities
   Weighted-AverageInitial Maturity
    
    Interest Term
    
    Interest Rate
    
    Interest Rate36 months (1)
    
    Variable
    
    LIBOR (3) plus 60 to 235 basis points
    
    LIBOR (3) plus 80 basis points51 months (2)
    
    Variable
    
    LIBOR (3) plus 70 to 250 basis points
    
    LIBOR (3) plus 91 basis points5 years
    
    Fixed
    
    5.01 to 6.18%
    
    
    5.37
    %
 
 (1)
    
    With two no-cost 12-month extension options, one of which was exercised in 2004.(2)
    
    With two no-cost 18-month extension options.(3)
    
    3.34% at June 30, 2005. 17 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Other Collateralized Mortgage Notes and Other Debt Payable
   2004 Credit Facility
  Outstanding atInitial
    
    June 30,
    
    December 31,(In millions)
    
    Capacity
    
    2005
    
    2004Six-month bridge loan
    
    $
    1,145.0
    
    
    
    
    
    
    $
    749.9Three-year term loan
    
    
    3,650.0
    
    
    $
    3,519.2
    
    
    
    3,650.0Four-year term loan
    
    
    2,000.0
    
    
    
    1,990.0
    
    
    
    2,000.0Revolving credit facility
    
    
    500.0
    
    
    
    
    
    
    
    150.0$
    7,295.0
    
    
    $
    5,509.2
    
    
    $
    6,549.9
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   Unsecured Term Loans
   Interest Rate Swaps
   2004 CreditFacility Three-year
    
    PropertyGGP MPTC
    
    Term Loan
    
    SpecificTotal notional amount (in millions)
    
    $
    125.0
    
    
    $
    350.0
    
    
    $
    387.9Average fixed effective rate (pay rate)
    
    
    4.59
    %
    
    
    3.43
    %
    
    
    5.26
    %Variable
interest rate of related debt (receive rate)
    
    LIBOR + .93%
    
    LIBOR + 2.25%
    
    LIBOR + 1.67%
  Letters of Credit and Surety Bonds
  19 of 44




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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 5 COMMON DISTRIBUTIONS
  OperatingGeneral
    
    PartnershipAmount
    
    
    
    
    
    Growth
    
    LimitedPer
    
    
    
    
    
    Stockholders
    
    PartnersDeclaration Date
    
    Share
    
    Record Date
    
    Payment Date
    
    Amount
    
    Amount(In thousands)July 5, 2005
    
    $
    0.36
    
    
    July 15, 2005
    
    July 29, 2005
    
    $
    85,703
    
    
    $
    19,325April 4, 2005
    
    
    0.36
    
    
    April 15, 2005
    
    April 29, 2005
    
    
    85,603
    
    
    
    19,325January 7, 2005
    
    
    0.36
    
    
    January 17, 2005
    
    January 31, 2005
    
    
    84,506
    
    
    
    19,992August 20, 2004
    
    
    0.36
    
    
    October 15, 2004
    
    October 29, 2004
    
    
    78,727
    
    
    
    19,992July 2, 2004
    
    
    0.30
    
    
    July 15, 2004
    
    July 30, 2004
    
    
    65,575
    
    
    
    16,662April 5, 2004
    
    
    0.30
    
    
    April 15, 2004
    
    April 30, 2004
    
    
    65,357
    
    
    
    16,704January 5, 2004
    
    
    0.30
    
    
    January 15, 2004
    
    January 30, 2004
    
    
    65,193
    
    
    
    16,714
 NOTE 6 COMMITMENTS AND CONTINGENCIES
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  NOTE 7 DISCONTINUED OPERATIONS
   ThreeMonths
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,(In thousands)
    
    2004
    
    2004Revenues
    
    $
    1,871
    
    
    $
    3,632Net income
    
    
    1,126
    
    
    
    2,117
 NOTE 8 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   
    
    A change in method of depreciating or amortizing a long-lived nonfinancial asset be
accounted for as a change in estimate (prospectively) that was effected by a change in
accounting principle, and
    
    Correction of errors in previously issued financial statements should be termed a
restatement.
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 9 INCOME TAXES
    Three Months
    
    Six MonthsEnded
    
    EndedJune 30,
    
    June 30,(In thousands)
    
    2005
    
    2005Current
    
    $
    1,125
    
    
    $
    1,910Deferred
    
    
    12,936
    
    
    
    10,844Total
    
    $
    14,061
    
    
    $
    12,754
   NOTE 10 SEGMENTS
  
    
    Retail and Other  includes the operation, development and management of regional
shopping centers, office and industrial properties, downtown specialty marketplaces, the
retail and non-retail rental components of mixed-use projects and community retail centers
    
    Community Development  includes the development and sale of land, primarily in
large-scale, long-term community development projects in and around Columbia, Maryland;
Summerlin, Nevada; and Houston, Texas
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    Three Months EndedJune 30, 2005
    
    June 30, 2004Retail
    
    Community
    
    
    
    
    
    Retail(In thousands)
    
    and Other
    
    Development
    
    Total
    
    and OtherSegment Basis(a)Property revenues:Minimum rents
    
    $
    502,746
    
    
    $
    
    
    
    $
    502,746
    
    
    $
    297,693Tenant recoveries
    
    
    228,585
    
    
    
    
    
    
    
    228,585
    
    
    
    136,290Overage rents
    
    
    10,840
    
    
    
    
    
    
    
    10,840
    
    
    
    5,262Land sales
    
    
    
    
    
    
    143,001
    
    
    
    143,001
    
    
    
    Other
    
    
    45,388
    
    
    
    
    
    
    
    45,388
    
    
    
    15,349Total property revenues
    
    
    787,559
    
    
    
    143,001
    
    
    
    930,560
    
    
    
    454,594Property operating expenses:Real estate taxes
    
    
    66,543
    
    
    
    
    
    
    
    66,543
    
    
    
    37,573Repairs and maintenance
    
    
    60,364
    
    
    
    
    
    
    
    60,364
    
    
    
    32,591Marketing
    
    
    16,157
    
    
    
    
    
    
    
    16,157
    
    
    
    13,803Other property operating costs
    
    
    128,010
    
    
    
    1
    
    
    
    128,011
    
    
    
    63,056Land sales operations
    
    
    
    
    
    
    113,280
    
    
    
    113,280
    
    
    
    Provision for doubtful accounts
    
    
    4,926
    
    
    
    
    
    
    
    4,926
    
    
    
    3,115Total property operating expenses
    
    
    276,000
    
    
    
    113,281
    
    
    
    389,281
    
    
    
    150,138Real estate property net operating income
    
    $
    511,559
    
    
    $
    29,720
    
    
    $
    541,279
    
    
    $
    304,456Unconsolidated PropertiesProperty revenues:Minimum rents
    
    $
    93,348
    
    
    $
    
    
    
    $
    93,348
    
    
    $
    65,969Tenant recoveries
    
    
    44,867
    
    
    
    
    
    
    
    44,867
    
    
    
    30,821Overage rents
    
    
    1,140
    
    
    
    
    
    
    
    1,140
    
    
    
    559Land sales
    
    
    
    
    
    
    28,656
    
    
    
    28,656
    
    
    
    Other
    
    
    19,371
    
    
    
    
    
    
    
    19,371
    
    
    
    2,030Total property revenues
    
    
    158,726
    
    
    
    28,656
    
    
    
    187,382
    
    
    
    99,379Property operating expenses:Real estate taxes
    
    
    13,762
    
    
    
    
    
    
    
    13,762
    
    
    
    8,725Repairs and maintenance
    
    
    10,158
    
    
    
    
    
    
    
    10,158
    
    
    
    7,271Marketing
    
    
    3,627
    
    
    
    
    
    
    
    3,627
    
    
    
    3,288Other property operating costs
    
    
    33,670
    
    
    
    
    
    
    
    33,670
    
    
    
    14,279Land sales operations
    
    
    
    
    
    
    18,932
    
    
    
    18,932
    
    
    
    Provision for doubtful accounts
    
    
    668
    
    
    
    
    
    
    
    668
    
    
    
    550Total property operating expenses
    
    
    61,885
    
    
    
    18,932
    
    
    
    80,817
    
    
    
    34,113Real estate property net operating income
    
    $
    96,841
    
    
    $
    9,724
    
    
    $
    106,565
    
    
    $
    65,266Consolidated PropertiesProperty revenues:Minimum rents
    
    $
    409,398
    
    
    $
    
    
    
    $
    409,398
    
    
    $
    231,724Tenant recoveries
    
    
    183,718
    
    
    
    
    
    
    
    183,718
    
    
    
    105,469Overage rents
    
    
    9,700
    
    
    
    
    
    
    
    9,700
    
    
    
    4,703Land sales
    
    
    
    
    
    
    114,345
    
    
    
    114,345
    
    
    
    Other
    
    
    26,017
    
    
    
    
    
    
    
    26,017
    
    
    
    13,319Total property revenues
    
    
    628,833
    
    
    
    114,345
    
    
    
    743,178
    
    
    
    355,215Property operating expenses:Real estate taxes
    
    $
    52,781
    
    
    
    
    
    
    
    52,781
    
    
    
    28,848Repairs and maintenance
    
    
    50,206
    
    
    
    
    
    
    
    50,206
    
    
    
    25,320Marketing
    
    
    12,530
    
    
    
    
    
    
    
    12,530
    
    
    
    10,515Other property operating costs
    
    
    94,340
    
    
    
    1
    
    
    
    94,341
    
    
    
    48,777Land sales operations
    
    
    
    
    
    
    94,348
    
    
    
    94,348
    
    
    
    Provision for doubtful accounts
    
    
    4,258
    
    
    
    
    
    
    
    4,258
    
    
    
    2,565Total property operating expenses
    
    
    214,115
    
    
    
    94,349
    
    
    
    308,464
    
    
    
    116,025Real estate property net operating income
    
    $
    414,718
    
    
    $
    19,996
    
    
    $
    434,714
    
    
    $
    239,190
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GENERAL GROWTH PROPERTIES, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Six Months Ended
    
    Six Months EndedJune 30, 2005
    
    June 30, 2004Retail
    
    Community
    
    
    
    
    
    Retail(In thousands)
    
    and Other
    
    Development
    
    Total
    
    and OtherSegment Basis(a)Property revenues:Minimum rents
    
    $
    1,009,898
    
    
    $
    
    
    
    $
    1,009,898
    
    
    $
    584,213Tenant recoveries
    
    
    454,316
    
    
    
    
    
    
    
    454,316
    
    
    
    270,241Overage rents
    
    
    26,153
    
    
    
    
    
    
    
    26,153
    
    
    
    14,426Land sales
    
    
    
    
    
    
    212,974
    
    
    
    212,974
    
    
    
    Other
    
    
    82,427
    
    
    
    1
    
    
    
    82,428
    
    
    
    26,554Total property revenues
    
    
    1,572,794
    
    
    
    212,975
    
    
    
    1,785,769
    
    
    
    895,434Property operating expenses:Real estate taxes
    
    
    133,725
    
    
    
    
    
    
    
    133,725
    
    
    
    74,871Repairs and maintenance
    
    
    125,105
    
    
    
    
    
    
    
    125,105
    
    
    
    64,702Marketing
    
    
    32,114
    
    
    
    
    
    
    
    32,114
    
    
    
    27,535Other property operating costs
    
    
    247,549
    
    
    
    2
    
    
    
    247,551
    
    
    
    117,701Land sales operations
    
    
    
    
    
    
    172,785
    
    
    
    172,785
    
    
    
    Provision for doubtful accounts
    
    
    10,237
    
    
    
    
    
    
    
    10,237
    
    
    
    6,605Total property operating expenses
    
    
    548,730
    
    
    
    172,787
    
    
    
    721,517
    
    
    
    291,414Real estate property net operating income
    
    $
    1,024,064
    
    
    $
    40,188
    
    
    $
    1,064,252
    
    
    $
    604,020Unconsolidated PropertiesProperty revenues:Minimum rents
    
    $
    190,016
    
    
    $
    
    
    
    $
    190,016
    
    
    $
    130,794Tenant recoveries
    
    
    88,591
    
    
    
    
    
    
    
    88,591
    
    
    
    62,551Overage rents
    
    
    2,867
    
    
    
    
    
    
    
    2,867
    
    
    
    1,372Land sales
    
    
    
    
    
    
    37,223
    
    
    
    37,223
    
    
    
    Other
    
    
    34,336
    
    
    
    
    
    
    
    34,336
    
    
    
    3,544Total property revenues
    
    
    315,810
    
    
    
    37,223
    
    
    
    353,033
    
    
    
    198,261Property operating expenses:Real estate taxes
    
    
    27,440
    
    
    
    
    
    
    
    27,440
    
    
    
    17,901Repairs and maintenance
    
    
    21,082
    
    
    
    
    
    
    
    21,082
    
    
    
    14,746Marketing
    
    
    7,216
    
    
    
    
    
    
    
    7,216
    
    
    
    6,580Other property operating costs
    
    
    63,189
    
    
    
    
    
    
    
    63,189
    
    
    
    27,703Land sales operations
    
    
    
    
    
    
    24,590
    
    
    
    24,590
    
    
    
    Provision for doubtful accounts
    
    
    1,725
    
    
    
    
    
    
    
    1,725
    
    
    
    1,255Total property operating expenses
    
    
    120,652
    
    
    
    24,590
    
    
    
    145,242
    
    
    
    68,185Real estate property net operating income
    
    $
    195,158
    
    
    $
    12,633
    
    
    $
    207,791
    
    
    $
    130,076Consolidated PropertiesProperty revenues:Minimum rents
    
    $
    819,882
    
    
    $
    
    
    
    $
    819,882
    
    
    $
    453,419Tenant recoveries
    
    
    365,725
    
    
    
    
    
    
    
    365,725
    
    
    
    207,690Overage rents
    
    
    23,286
    
    
    
    
    
    
    
    23,286
    
    
    
    13,054Land sales
    
    
    
    
    
    
    175,751
    
    
    
    175,751
    
    
    
    Other
    
    
    48,091
    
    
    
    1
    
    
    
    48,092
    
    
    
    23,010Total property revenues
    
    
    1,256,984
    
    
    
    175,752
    
    
    
    1,432,736
    
    
    
    697,173Property operating expenses:Real estate taxes
    
    $
    106,285
    
    
    
    
    
    
    
    106,285
    
    
    
    56,970Repairs and maintenance
    
    
    104,023
    
    
    
    
    
    
    
    104,023
    
    
    
    49,956Marketing
    
    
    24,898
    
    
    
    
    
    
    
    24,898
    
    
    
    20,955Other property operating costs
    
    
    184,360
    
    
    
    2
    
    
    
    184,362
    
    
    
    89,998Land sales operations
    
    
    
    
    
    
    148,195
    
    
    
    148,195
    
    
    
    Provision for doubtful accounts
    
    
    8,512
    
    
    
    
    
    
    
    8,512
    
    
    
    5,350Total property operating expenses
    
    
    428,078
    
    
    
    148,197
    
    
    
    576,275
    
    
    
    223,229Real estate property net operating income
    
    $
    828,906
    
    
    $
    27,555
    
    
    $
    856,461
    
    
    $
    473,944
 
 
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GENERAL GROWTH PROPERTIES, INC.
 (Unaudited)
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Real estate property net operating income:Segment basis
    
    $
    541,279
    
    
    $
    304,456
    
    
    $
    1,064,252
    
    
    $
    604,020Unconsolidated Properties
    
    
    (106,565
    )
    
    
    (65,266
    )
    
    
    (207,791
    )
    
    
    (130,076
    )Consolidated Properties
    
    
    434,714
    
    
    
    239,190
    
    
    
    856,461
    
    
    
    473,944Management and other fees
    
    
    23,252
    
    
    
    20,163
    
    
    
    42,815
    
    
    
    38,864Property management and other costs
    
    
    (22,489
    )
    
    
    (17,853
    )
    
    
    (43,548
    )
    
    
    (36,695
    )Headquarters/regional costs
    
    
    (20,995
    )
    
    
    (6,459
    )
    
    
    (34,573
    )
    
    
    (12,629
    )General and administrative
    
    
    (3,635
    )
    
    
    (2,812
    )
    
    
    (6,446
    )
    
    
    (5,002
    )Depreciation and amortization
    
    
    (173,075
    )
    
    
    (85,757
    )
    
    
    (336,384
    )
    
    
    (158,660
    )Other (a)
    
    
    433
    
    
    
    (1,003
    )
    
    
    845
    
    
    
    (1,838
    )Operating income
    
    
    238,205
    
    
    
    145,469
    
    
    
    479,170
    
    
    
    297,984Interest income
    
    
    2,489
    
    
    
    366
    
    
    
    4,706
    
    
    
    783Interest expense
    
    
    (244,842
    )
    
    
    (90,460
    )
    
    
    (489,870
    )
    
    
    (177,547
    )Provision
for income taxes
    
    
    (14,061
    )
    
    
    (382
    )
    
    
    (12,754
    )
    
    
    (389
    )Income
allocated to minority interests
    
    
    (8,786
    )
    
    
    (22,900
    )
    
    
    (21,642
    )
    
    
    (48,338
    )Equity in income of unconsolidated affiliates
    
    
    29,647
    
    
    
    18,154
    
    
    
    56,107
    
    
    
    36,084Income from continuing operations
    
    $
    2,652
    
    
    $
    50,247
    
    
    $
    15,717
    
    
    $
    108,577
 
 (a)
    
    Reflects minority interests in Consolidated Properties NOI
and, in 2004, discontinued operations. 27 of 44




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GENERAL GROWTH PROPERTIES, INC.
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING INFORMATION
   
    
    Projections of our revenues, income, earnings per share, Funds From Operations (FFO), capital
expenditures, dividends, leverage, capital structure or other financial items;
 
    
    Descriptions of plans or objectives of our management for future operations, including pending acquisitions
and debt repayment or restructuring;
 
    
    Forecasts of our future economic performance; and
 
    
    Descriptions of assumptions underlying or relating to any of the foregoing.
  
    
    Future repayment of debt, including the ratio of variable to
fixed-rate debt in our portfolio;
 
    
    Future interest rates; and
 
    
    Future development and redevelopment expenditures.
   MANAGEMENTS OVERVIEW & SUMMARY
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GENERAL GROWTH PROPERTIES, INC.
     GrossAcquisition

    
    PurchaseDate
    
    Price(In millions)A 50% ownership interest in Burlington Town Center
    
    January 7
    
    $
    10.25Redlands Mall
    
    January 16
    
    
    14.25The remaining 50% ownership interest in Town East Mall
    
    March 1
    
    
    44.5Four Seasons Town Centre
    
    March 5
    
    
    161.0A 33 1/3% ownership interest in GGP/Sambil Costa Rica
    
    April 30
    
    
    9.7A 50% ownership interest in Riverchase Galleria
    
    May 11
    
    
    166.0Mall of Louisiana
    
    May 12
    
    
    265.0The Grand Canal Shoppes
    
    May 17
    
    
    766.0A 50% ownership interest in GGP/NIG Brazil
    
    July 30
    
    
    7.0Stonestown Galleria
    
    August 13
    
    
    312.0The Rouse Company (TRCLP)
    
    November 12
    
    
    14,242.0$
    15,997.7
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GENERAL GROWTH PROPERTIES, INC.
   
    
    Renewing expiring leases and re-leasing existing space at rates higher than expiring or
existing rates. The average annual new/renewal lease rate for our Consolidated Retail Properties
for 2005 was $36.75 per square foot which was higher than the average annualized in place
rent per square foot, as detailed in the table immediately below. Lease durations
for in-line specialty stores typically average approximately ten years. As a result, many
leases that are expiring now were signed in the early to mid 1990s during a challenging
retail environment.
 
    
    Increasing occupancy and expanding rentable square footage at the properties so that more
space is generating rent. The occupancy percentage at properties which are not under
redevelopment in our Retail Company Portfolio was 90.7 percent at June 30, 2005, comparable
to the occupancy at June 30, 2004.
 
    
    Increased tenant sales in which we participate through overage rents. Tenant sales per
square foot in our Retail Company Portfolio increased 5.4 percent over 2004 to $421 per
square foot primarily due to our focus on acquisitions of premier properties with high
productivity, including TRCLP, as well as our focus on operating income growth through
aggressive management, remerchandising and reinvestment.
  RetailConsolidated Retail
    
    Unconsolidated
    
    CompanyOperating statistics(a)
    
    Properties
    
    Retail Properties
    
    Portfolio (b)Occupancy
    
    
    90.5
    %
    
    
    91.0
    %
    
    
    90.7
    %Trailing 12 month total tenant sales per sq. ft. (c)
    
    $
    412
    
    
    $
    439
    
    
    $
    421% change in total sales (c)
    
    
    5.4
    %
    
    
    5.4
    %
    
    
    5.4
    %% change in comparable sales (c)
    
    
    3.2
    %
    
    
    3.6
    %
    
    
    3.3
    %Mall and Freestanding GLA
excluding space under redevelopment (in sq. ft.)
    
    
    41,470,429
    
    
    
    18,851,702
    
    
    
    60,322,131Certain financial informationAverage annualized in place rent per sq. ft.
    
    $
    32.37
    
    
    $
    35.84Average rent per sq. ft. for
new/renewal leases signed in 2005
    
    
    36.75
    
    
    
    39.32Average rent per sq. ft. for leases
expiring in 2005
    
    
    29.63
    
    
    
    32.31
 
 (a)
    
    Data is for 100% of the Mall GLA in each portfolio, including those centers that are owned in part by
Unconsolidated Real Estate Affiliates. Excludes properties currently being redeveloped and/or remerchandised and miscellaneous (non-mall)
properties.(b)
    
    Weighted average amounts.(c)
    
    Due to tenant sales reporting timelines, data presented is as of May 2005.  30 of 44




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GENERAL GROWTH PROPERTIES, INC.
    RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
  Retail and Other Segment
 For the Three Months EndedJune 30,(In thousands)
    
    2005
    
    2004
    
    $ Increase
    
    % IncreaseProperty revenues:Minimum rents
    
    $
    502,746
    
    
    $
    297,693
    
    
    $
    205,053
    
    
    
    68.9
    %Tenant recoveries
    
    
    228,585
    
    
    
    136,290
    
    
    
    92,295
    
    
    
    67.7Overage rents
    
    
    10,840
    
    
    
    5,262
    
    
    
    5,578
    
    
    
    106.0Other
    
    
    45,388
    
    
    
    15,349
    
    
    
    30,039
    
    
    
    195.7Total property revenues
    
    
    787,559
    
    
    
    454,594
    
    
    
    332,965
    
    
    
    73.2Property operating expenses:Real estate taxes
    
    
    66,543
    
    
    
    37,573
    
    
    
    28,970
    
    
    
    77.1Repairs and maintenance
    
    
    60,364
    
    
    
    32,591
    
    
    
    27,773
    
    
    
    85.2Marketing
    
    
    16,157
    
    
    
    13,803
    
    
    
    2,354
    
    
    
    17.1Other property operating costs
    
    
    128,010
    
    
    
    63,056
    
    
    
    64,954
    
    
    
    103.0Provision for doubtful accounts
    
    
    4,926
    
    
    
    3,115
    
    
    
    1,811
    
    
    
    58.1Total property operating expenses
    
    
    276,000
    
    
    
    150,138
    
    
    
    125,862
    
    
    
    83.8Real estate property net operating income
    
    $
    511,559
    
    
    $
    304,456
    
    
    $
    207,103
    
    
    
    68.0
    %
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GENERAL GROWTH PROPERTIES, INC.
   Community Development Segment
  Other Significant Revenues and Expenses
 For the Three Months EndedJune 30,(In thousands)
    
    2005
    
    2004
    
    $ Increase
    
    % IncreaseManagement and other fees
    
    $
    23,252
    
    
    $
    20,163
    
    
    $
    3,089
    
    
    
    15.3
    %Property management and other costs
    
    
    43,484
    
    
    
    24,312
    
    
    
    19,172
    
    
    
    78.9Depreciation and amortization
    
    
    173,075
    
    
    
    85,757
    
    
    
    87,318
    
    
    
    101.8Interest expense
    
    
    244,842
    
    
    
    90,460
    
    
    
    154,382
    
    
    
    170.7Provision for income taxes
    
    
    14,061
    
    
    
    382
    
    
    
    13,679
    
    
    
    3,580.9Equity in income of unconsolidated affiliates
    
    
    29,647
    
    
    
    18,154
    
    
    
    11,493
    
    
    
    63.3
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GENERAL GROWTH PROPERTIES, INC.
 RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
 Retail and Other Segment
 For the Six Months EndedJune 30,(In thousands)
    
    2005
    
    2004
    
    $ Increase
    
    % IncreaseProperty revenues:Minimum rents
    
    $
    1,009,898
    
    
    $
    584,213
    
    
    $
    425,685
    
    
    
    72.9
    %Tenant recoveries
    
    
    454,316
    
    
    
    270,241
    
    
    
    184,075
    
    
    
    68.1Overage rents
    
    
    26,153
    
    
    
    14,426
    
    
    
    11,727
    
    
    
    81.3Other
    
    
    82,427
    
    
    
    26,554
    
    
    
    55,873
    
    
    
    210.4Total property revenues
    
    
    1,572,794
    
    
    
    895,434
    
    
    
    677,360
    
    
    
    75.6Property operating expenses:Real estate taxes
    
    
    133,725
    
    
    
    74,871
    
    
    
    58,854
    
    
    
    78.6Repairs and maintenance
    
    
    125,105
    
    
    
    64,702
    
    
    
    60,403
    
    
    

    93.4Marketing
    
    
    32,114
    
    
    
    27,535
    
    
    
    4,579
    
    
    
    16.6Other property operating costs
    
    
    247,549
    
    
    
    117,701
    
    
    
    129,848
    
    
    
    110.3Provision for doubtful accounts
    
    
    10,237
    
    
    
    6,605
    
    
    
    3,632
    
    
    
    55.0Total property operating expenses
    
    
    548,730
    
    
    
    291,414
    
    
    
    257,316
    
    
    
    88.3Real estate property net operating income
    
    $
    1,024,064
    
    
    $
    604,020
    
    
    $
    420,044
    
    
    
    69.5
    %
       Community Development Segment
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GENERAL GROWTH PROPERTIES, INC.
 Other Significant Revenues and Expenses
 For the Six Months EndedJune 30,(In thousands)
    
    2005
    
    2004
    
    $ Increase
    
    % IncreaseManagement and other fees
    
    $
    42,815
    
    
    $
    38,864
    
    
    $
    3,951
    
    
    
    10.2
    %Property management and other costs
    
    
    78,121
    
    
    
    49,324
    
    
    
    28,797
    
    
    
    58.4Depreciation and amortization
    
    
    336,384
    
    
    
    158,660
    
    
    
    177,724
    
    
    
    112.0Interest expense
    
    
    489,870
    
    
    
    177,547
    
    
    
    312,323
    
    
    
    175.9Provision for income taxes
    
    
    12,754
    
    
    
    389
    
    
    
    12,365
    
    
    
    3,178.7Equity in income of unconsolidated affiliates
    
    
    56,107
    
    
    
    36,084
    
    
    
    20,023
    
    
    
    55.5
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GENERAL GROWTH PROPERTIES, INC.
 
 Liquidity and Capital Resources
  Uses
    
    
    
    SourcesShort-term liquidity and capital needs such as:
    
    Tenant construction allowances
    
    
    
    Operating cash flow, including the
    
    Minor improvements made to individual
    
    
    
    distributions of our share of cash flowproperties that are not recoverable through
    
    
    
    produced by our Unconsolidated Real Estatecommon area maintenance charges to
    
    
    
    Estate Affiliatestenants
    
    
    
    Land sales from the Community
    
    Dividend payments
    
    
    
    Development segment
    
    Debt repayment requirements, including
    
    
    
    Borrowings under the $500 millionboth principal and interest
    
    
    
    revolving credit facility
    
    Stock repurchasesLonger-term liquidity needs such as:
    
    Acquisitions
    
    
    
    Secured loans collateralized by individual
    
    New development
    
    
    
    properties
    
    Major renovation or expansion programs at
    
    
    
    Unsecured loans at either a venture orindividual properties
    
    
    
    company level
    
    Debt repayment requirements,
including
    
    
    
    Construction loansboth principal and interest
    
    
    
    Mini-permanent loans
    
    Purchase of Anchor stores available
as a
    
    
    
    Long-term project financingresult of consolidations, including
the
    
    
    
    Joint venture financing with institutionalFederated/May merger*
    
    
    
    partners
    
    Equity securities
    
    Potential sale of certain office andindustrial property acquired in the TRCMerger
 
 *
    
    In February 2005, May Department Stores Company and Federated Department Stores, Inc. announced a
merger agreement which is expected to close in the third quarter of 2005. In July 2005, Federated
announced planned store closings which included 14 of our Anchor stores. Cash Flows from Operating Activities
  Cash Flows from Investing Activities
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GENERAL GROWTH PROPERTIES, INC.
  Cash Flows from Financing Activities
   June 30,
    
    December 31,(In millions)
    
    2005
    
    2004Consolidated:Fixed-rate debt
    
    $
    14,252
    
    
    $
    11,860Variable-rate debt:2004 Credit Facility:Six-month bridge loan
    
    
    
    
    
    
    750Three-year term loan
    
    
    3,519
    
    
    
    3,650Four-year term loan
    
    
    1,990
    
    
    
    2,000Revolving credit facility
    
    
    
    
    
    
    150Total 2004 Credit Facility
    
    
    5,509
    
    
    
    6,550Other variable-rate debt
    
    
    697
    
    
    
    1,901Total variable-rate debt
    
    
    6,206
    
    
    
    8,451Total consolidated
    
    $
    20,458
    
    
    $
    20,311Weighted-average interest rate
    
    
    5.45
    %
    
    
    5.16
    %Unconsolidated Real Estate Affiliates:Fixed-rate debt
    
    $
    2,288
    
    
    $
    2,112Variable-rate debt
    
    
    692
    
    
    
    723Total Unconsolidated Real Estate Affiliates
    
    $
    2,980
    
    
    $
    2,835Weighted-average interest rate
    
    
    5.22
    %
    
    
    5.16
    %
    
    
    Refinancing low loan-to-value mortgages on existing properties
    
    Placing mortgages on currently unencumbered properties, including the Community
Development segment
    
    Selective asset sales of office and industrial properties
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GENERAL GROWTH PROPERTIES, INC.
     Contractual Obligations and Commitments
  REIT STATUS
  
    
    Scheduled increases in base rents of existing leases
    
    Changes in minimum base rents and/or overage rents attributable to replacement of
existing leases with new or renewal leases
    
    Changes in occupancy rates at existing properties and procurement of leases for newly
developed properties
    
    Necessary capital improvement expenditures or debt repayments at existing properties
    
    Our share of distributions of operating cash flow generated by the Unconsolidated Real
Estate Affiliates, less oversight costs and debt service on additional loans that have been
or will be incurred
    
    Anticipated proceeds from sales in our Community Development Segment.
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GENERAL GROWTH PROPERTIES, INC.
  SEASONALITY
  USE OF ESTIMATES
  CRITICAL ACCOUNTING POLICIES
  ECONOMIC CONDITIONS
  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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GENERAL GROWTH PROPERTIES, INC.
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM 4. CONTROLS AND PROCEDURES
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GENERAL GROWTH PROPERTIES, INC.
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Number ofMatter
    
    Shares For
    
    Withheld1.
    
    (a) Election of MatthewBucksbaum
    
    
    206,763,076
    
    
    
    9,559,989(b) Election of BernardFreibaum
    
    
    200,309,427
    
    
    
    16,013,638(c) Election of BethStewart
    
    
    194,936,827
    
    
    
    21,386,238
  Number of
    
    Number ofNumber of
    
    Shares
    
    SharesMatter
    
    Shares For
    
    Against
    
    Abstain2.
    
    Ratification of the
selection of Deloitte &
Touche LLP as the Companys
independent auditors for
the year ending December
31, 2005
    
    
    214,523,267
    
    
    
    1,734,556
    
    
    
    65,242
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GENERAL GROWTH PROPERTIES, INC.
 Number of
    
    Number ofNumber of
    
    Shares
    
    Shares
    
    Broker Non-Matter
    
    Shares For
    
    Against
    
    Abstain
    
    Votes3.
    
    Amendment of the
Companys 1998 Stock
Incentive Plan to increase
the number of shares of
common stock available for
issuance under the plan by
5,000,000 shares
    
    
    170,399,431
    
    
    
    27,217,143
    
    
    
    743,526
    
    
    
    17,962,965
 Number of
    
    Number ofNumber of
    
    Shares
    
    Shares
    
    Broker Non-Matter
    
    Shares For
    
    Against
    
    Abstain
    
    Votes4
    
    Change the vote required
to elect a director from a
plurality of the votes cast
to a majority of the votes
cast
    
    
    89,149,331
    
    
    
    108,476,611
    
    
    
    734,158
    
    
    
    17,962,965
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 10.1
    
    General Growth Properties, Inc. 1998 Incentive Stock Plan, as amended.10.2
    
    Second Amendment, dated as of June 30, 2005 (the Second Amendment),
to the Amended and Restated Credit Agreement, dated as of November 12, 2004, among
General Growth Properties, Inc., GGP Limited Partnership and GGPLP L.L.C., as
Borrowers, the Lenders parties thereto, Banc of America Securities LLC, Credit
Suisse First Boston, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as
joint advisors, joint arrangers and joint bookrunners, Bank of America, N.A. and
Credit Suisse First Boston, as syndication agents, Eurohypo AG, New York Branch, as
documentation agent, Lehman Commercial Paper Inc., as Tranche B administrative
agent, and Wachovia Bank, National Association, as general administrative agent
(the 2004 Credit Facility) (the Second Amendment was previously filed as Exhibit
10.3 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the
SEC on July 6, 2005).10.3
    
    Amendment No. 3, dated as of June 29, 2005, to the 2004 Credit Facility
(previously filed as Exhibit 10.4 to the Current Report on Form 8-K dated June 30,
2005 which was filed with the SEC on July 6, 2005).31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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GENERAL GROWTH PROPERTIES, INC.
 32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Risk Factors
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SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.(Registrant)Date: August 8, 2005
    
    by:
    
    /s/: Bernard FreibaumBernard FreibaumExecutive Vice President and Chief Financial Officer(Principal Accounting Officer)
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EXHIBIT INDEX
 10.1
    
    General Growth Properties, Inc. 1998 Incentive Stock Plan, as amended.10.2
    
    Second Amendment, dated as of June 30, 2005 (the Second Amendment),
to the Amended and Restated Credit Agreement, dated as of November 12, 2004, among
General Growth Properties, Inc., GGP Limited Partnership and GGPLP L.L.C., as
Borrowers, the Lenders parties thereto, Banc of America Securities LLC, Credit
Suisse First Boston, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as
joint advisors, joint arrangers and joint bookrunners, Bank of America, N.A. and
Credit Suisse First Boston, as syndication agents, Eurohypo AG, New York Branch, as
documentation agent, Lehman Commercial Paper Inc., as Tranche B administrative
agent, and Wachovia Bank, National Association, as general administrative agent
(the 2004 Credit Facility) (the Second Amendment was previously filed as Exhibit
10.3 to the Current Report on Form 8-K dated June 30, 2005 which was filed with the
SEC on July 6, 2005).10.3
    
    Amendment No. 3, dated as of June 29, 2005, to the 2004 Credit Facility
(previously filed as Exhibit 10.4 to the Current Report on Form 8-K dated June 30,
2005 which was filed with the SEC on July 6, 2005).31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    Risk Factors
 44 of 44