<PAGE>

                                                                    EXHIBIT 99.1

RISK FACTORS

Investing in common stock of General Growth Properties, Inc. ("General Growth"
or the "Company") involves risks. The risks described below should be considered
before making a decision to invest in General Growth common stock. The risks
described below are the significant risk factors, currently known and unique to
the Company, that make an investment in General Growth common stock speculative
or risky. If any of these risks occur, the Company's business, financial
condition or results of operations could suffer, and all or part of an
investment in General Growth could be lost.

RISKS RELATED TO REAL ESTATE INVESTMENTS

THE COMPANY INVESTS PRIMARILY IN REGIONAL MALL SHOPPING CENTERS AND OTHER RETAIL
PROPERTIES, WHICH ARE SUBJECT TO A NUMBER OF SIGNIFICANT RISKS WHICH ARE BEYOND
THE COMPANY'S CONTROL

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

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

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

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

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

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

THE COMPANY DEPENDS ON LEASING SPACE TO TENANTS ON ECONOMICALLY FAVORABLE TERMS
AND COLLECTING RENT FROM THESE TENANTS, WHO MAY NOT BE ABLE TO PAY

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

BANKRUPTCY OR STORE CLOSURES OF TENANTS MAY DECREASE THE COMPANY'S REVENUES AND
AVAILABLE CASH

A number of companies in the retail industry, including some of the Company's
tenants, have declared bankruptcy or voluntarily closed certain of their stores
in recent years. The bankruptcy or closure of a major tenant, particularly an
anchor tenant, may have a material adverse effect on the retail properties

<PAGE>

affected and the income produced by these properties and may make it
substantially more difficult to lease the remainder of the affected retail
properties. The Company's leases generally do not contain provisions designed to
ensure the creditworthiness of the tenant. As a result, the bankruptcy or
closure of a major tenant could result in a lower level of cash available for
distribution to General Growth stockholders.

IT MAY BE DIFFICULT TO BUY AND SELL REAL ESTATE QUICKLY, AND TRANSFER
RESTRICTIONS APPLY TO SOME OF THE COMPANY'S MORTGAGED PROPERTIES

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

RISKS RELATED TO THE COMPANY'S BUSINESS

THE COMPANY MAY ACQUIRE OR DEVELOP NEW PROPERTIES, AND THIS ACTIVITY IS SUBJECT
TO VARIOUS RISKS

The Company intends to continue to pursue development and expansion activities
as opportunities arise. In connection with any development or expansion, it will
be subject to various risks, including the following:

      -     the Company may abandon development or expansion activities;

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

      -     the Company may not be able to obtain financing or to refinance
            construction loans, which generally have full recourse to it

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

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

      -     the Company may need anchor, mortgage lender and property partner
            approvals, if applicable, for expansion activities.

If a development project is unsuccessful, the Company's loss could exceed its
investment in the project.

<PAGE>

IF THE COMPANY IS UNABLE TO MANAGE ITS GROWTH EFFECTIVELY, ITS FINANCIAL
CONDITION AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED

The Company has experienced rapid growth in recent years, increasing its total
consolidated assets from approximately $1.8 billion at December 31, 1996 to
approximately $11.5 billion at September 30, 2004. Assuming the Company
completes its merger with Rouse, the Company's total consolidated assets would
exceed approximately $25 billion. The Company may continue this rapid growth for
the foreseeable future by acquiring or developing properties when it believes
that market circumstances and investment opportunities are attractive. The
Company may not, however, be able to manage its growth effectively or to
maintain a similar rate of growth in the future, and the failure to do so may
have a material adverse effect on the Company's financial condition and results
of operations.

THE COMPANY MAY INCUR COSTS TO COMPLY WITH ENVIRONMENTAL LAWS

Under various federal, state or local laws, ordinances and regulations, a
current or previous owner or operator of real estate may be required to
investigate and clean up hazardous or toxic substances released at a property,
and may be held liable to a governmental entity or to third parties for property
damage or personal injuries and for investigation and clean-up costs incurred by
the parties in connection with the contamination. These laws often impose
liability without regard to whether the owner or operator knew of, or was
responsible for, the release of the hazardous or toxic substances. The presence
of contamination or the failure to remediate contamination may adversely affect
the owner's ability to sell or lease real estate or to borrow using the real
estate as collateral. Other federal, state and local laws, ordinances and
regulations require abatement or removal of asbestos-containing materials in the
event of demolition or some renovations or remodeling and also govern emissions
of and exposure to asbestos fibers in the air. Federal and state laws also
regulate the operation and removal of underground storage tanks. In connection
with the ownership, operation and management of the Company's properties, it
could be held liable for the costs of remedial action with respect to these
regulated substances or tanks or related claims.

Each of the Company's properties has been subjected to varying degrees of
environmental assessment at various times. The environmental assessments did not
reveal any material adverse environmental condition. However, the identification
of new areas of contamination, a change in the extent or known scope of
contamination or changes in cleanup requirements could result in significant
costs to us. See "Business--Environmental Matters" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003 for more information
about environmental conditions at the Company's properties.

THE COMPANY IS IN A COMPETITIVE BUSINESS

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

The Company competes with other major real estate investors with significant
capital for attractive investment opportunities. These competitors include other
REITs, investment banking firms and private institutional investors. This
competition has increased prices for commercial properties and may impair the
Company's ability to make suitable property acquisitions on favorable terms in
the future. See "Business--Competition" in the Company's Annual Report on Form
10-K for the year ended December 31, 2003 for more information about competition
in the Company's markets.

THE COMPANY MAY NOT BE ABLE TO OBTAIN CAPITAL TO MAKE INVESTMENTS

<PAGE>

The Company depends primarily on external financing to fund the growth of its
business. This is because one of the requirements of the Internal Revenue Code
of 1986, as amended, which the Company refers to as the "Code," for a REIT
generally is that it distribute 90% of its net taxable income, excluding net
capital gains, to its stockholders. The Company's access to debt or equity
financing depends on banks' willingness to lend to the Company and on conditions
in the capital markets in general. General Growth and other companies in the
real estate industry have experienced less favorable terms for bank loans and
capital markets financing from time to time. Although The Company believes,
based on current market conditions, that it will be able to finance investments
it wishes to make in the foreseeable future, financing might not be available on
acceptable terms. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Results of the
Company" in the Company's Annual Report on Form 10-K for the year ended December
31, 2003 and in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004, and the Notes to the Consolidated Financial Statements
in the same reports for information about the Company's available sources of
funds.

SOME OF THE COMPANY'S POTENTIAL LOSSES MAY NOT BE COVERED BY INSURANCE

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

THE COMPANY IS SUBJECT TO RISKS THAT AFFECT THE GENERAL RETAIL ENVIRONMENT

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

RISKS RELATING TO THE ROUSE MERGER

THE COMPANY MAY BE UNABLE TO INTEGRATE THE OPERATIONS OF GENERAL GROWTH AND
ROUSE SUCCESSFULLY AND MAY NOT REALIZE THE FULL ANTICIPATED BENEFITS OF THE
MERGER

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

<PAGE>

RISKS RELATED TO THE COMPANY'S ORGANIZATIONAL AND FINANCIAL STRUCTURE THAT GIVE
RISE TO OPERATIONAL AND FINANCIAL RISKS, INCLUDING THOSE DESCRIBED BELOW

THE COMPANY SHARES CONTROL OF SOME OF ITS PROPERTIES WITH OTHER INVESTORS AND
MAY HAVE CONFLICTS OF INTEREST WITH THOSE INVESTORS

As of September 30, 2004, the Company owned partial interests ranging from
16.67% to 51% in 46 retail properties. The Company generally makes all operating
decisions for these retail properties, but the Company is required to make other
decisions jointly with the other investors who have interests in the relevant
property or properties. For example, the consent of certain of the other
relevant investors is required with respect to approving operating budgets,
refinancing, encumbering, expanding or selling any of these properties. The
Company might not have the same interests as the other investors in relation to
these transactions. Accordingly, the Company might not be able to favorably
resolve any of these issues, or it might have to provide financial or other
inducement to the other investors to obtain a favorable resolution.

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

BANKRUPTCY OF JOINT VENTURE PARTNERS COULD IMPOSE DELAYS AND COSTS ON THE
COMPANY WITH RESPECT TO THE JOINTLY OWNED RETAIL PROPERTIES

The bankruptcy of one of the other investors in any of the Company's jointly
owned shopping centers could materially and adversely affect the relevant
property or properties. Under the bankruptcy laws, the Company would be
precluded by the automatic stay from taking some actions affecting the estate of
the other investor without prior approval of the bankruptcy court, which would,
in most cases, entail prior notice to other parties and a hearing in the
bankruptcy court. At a minimum, the requirement to obtain court approval may
delay the actions the Company would or might want to take. If the relevant joint
venture through which the Company has invested in a property has incurred
recourse obligations, the discharge in bankruptcy of one of the other investors
might result in the Company's ultimate liability for a greater portion of those
obligations than it would otherwise bear.

PAYMENTS BY THE COMPANY'S DIRECT AND INDIRECT SUBSIDIARIES OF DIVIDENDS AND
DISTRIBUTIONS TO THE COMPANY MAY BE ADVERSELY AFFECTED BY PRIOR PAYMENTS TO
THESE SUBSIDIARIES' CREDITORS AND PREFERRED SECURITY HOLDERS

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

In addition, the Company will have the right to participate in any distribution
of the assets of any of its direct or indirect subsidiaries upon the
liquidation, reorganization or insolvency of the subsidiary only

<PAGE>

after the claims of the creditors, including trade creditors, and preferred
security holders, if any, of the subsidiary are satisfied. General Growth's
common stockholders, in turn, will have the right to participate in any
distribution of the Company's assets upon the liquidation, reorganization or
insolvency of the Company only after the claims of its creditors, including
trade creditors, and preferred security holders are satisfied.

GENERAL GROWTH MIGHT FAIL TO QUALIFY OR REMAIN QUALIFIED AS A REIT

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

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

AN OWNERSHIP LIMIT AND CERTAIN ANTI-TAKEOVER DEFENSES AND APPLICABLE LAW MAY
HINDER ANY ATTEMPT TO ACQUIRE THE COMPANY

The Ownership Limit. Generally, for General Growth to maintain its qualification
as a REIT under the Code, not more than 50% in value of the outstanding shares
of the Company's capital stock may be owned, directly or indirectly, by five or
fewer individuals at any time during the last half of the Company's taxable
year. The Code defines "individuals" for purposes of the requirement described
in the preceding sentence to include some types of entities. Under the Company's
Second Amended and Restated Certificate of Incorporation, as amended, no person
other than Martin Bucksbaum (deceased), Matthew Bucksbaum, their families and
related trusts and entities, including M.B. Capital Partners III, may own more
than 7.5% of the value of General Growth's outstanding capital stock. These
restrictions on transferability and ownership may delay, deter or prevent a
change in control of the Company's company or other transaction that might
involve a premium price or otherwise be in the best interest of its
stockholders.

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

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

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

<PAGE>

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

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

Stockholder Rights Plan. The Company has a stockholder rights plan, which may
delay, deter or prevent a change in control unless the acquiror negotiates with
the Company's board of directors and the board of directors approves the
transaction. The Company's charter and bylaws contain other provisions that may
delay, deter or prevent a change in control or other transaction that might
involve a premium price or otherwise be in the best interest of the Company's
stockholders.

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

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

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

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

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

RISKS RELATING TO THE COMPANY'S COMMON STOCK

THE COMPANY'S COMMON STOCK PRICE MAY BE VOLATILE, AND CONSEQUENTLY INVESTORS MAY
NOT BE ABLE TO RESELL THEIR COMMON STOCK AT OR ABOVE THE SUBSCRIPTION PRICE

The price at which the Company's common stock will trade may be volatile and may
fluctuate due to factors such as:

      -     the Company's historical and anticipated quarterly and annual
            operating results;

<PAGE>

      -     variations between the Company's actual results and analyst and
            investor expectations or changes in financial estimates and
            recommendations by securities analysts;

      -     the performance and prospects of the Company's industry;

      -     the depth and liquidity of the market for General Growth's common
            stock;

      -     investor perception of the Company and the industry in which it
            operates;

      -     domestic and international economic conditions;

      -     the extent of institutional investor interest in the Company;

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

      -     the Company's financial condition and performance; and

      -     conditions and trends in general market conditions.

Fluctuations may be unrelated to or disproportionate to the Company's financial
performance. These fluctuations may result in a material decline in the trading
price of General Growth's common stock.

FUTURE SALES OF GENERAL GROWTHS COMMON STOCK MAY DEPRESS ITS STOCK PRICE

No prediction can be made as to the effect, if any, that future sales of General
Growth's common stock, or the availability of common stock for future sales,
will have on the market price of the stock. Sales in the public market of
substantial amounts of General Growth's common stock, or the perception that
such sales could occur, could adversely affect prevailing market prices for its
common stock. As of October 18, 2004, approximately 62.8 million shares of
common stock were reserved for issuance upon exercise of conversion and/or
redemption rights as to units of limited partnership interest in the operating
partnership. Under its shelf registration statement, the Company may offer from
time to time up to $2,000,000,000 worth of common stock, preferred stock,
depositary shares, debt securities, warrants, stock purchase contracts and/or
purchase units. In addition, the Company has reserved a number of shares of
common stock for issuance under its employee benefit plans and in connection
with certain other obligations, and these shares will be available for sale from
time to time. The Company has granted options to purchase additional shares of
common stock to some of its directors, executive officers and employees. The
Company cannot predict the effect that future sales of shares of common stock,
or the perception that sales of common stock could occur, will have on the
market prices of its equity securities.

INCREASES IN MARKET INTEREST RATES MAY HURT THE MARKET PRICE OF GENERAL GROWTH'S
COMMON STOCK

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