<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the fiscal year ended December 31, 2000

                                      OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
   FOR THE TRANSITION PERIOD FROM  TO

COMMISSION FILE NUMBER 1-11656

                        GENERAL GROWTH PROPERTIES, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                <C>
                     Delaware                                          42-1283895
                     --------                                          ----------
         (State or other jurisdiction of                            (I.R.S. Employer
          incorporation or organization)                         Identification Number)
          110 N. Wacker Dr., Chicago, IL                                 60606
          ------------------------------                                 -----
     (Address of principal executive offices)                          (Zip Code)
                  (312) 960-5000
                  --------------
  (Registrant's telephone number, including area
                       code)
</TABLE>

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

<TABLE>
<CAPTION>
               TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH REGISTERED
               -------------------                     -----------------------------------------
<S>                                                <C>
           Common Stock, $.10 par value                         New York Stock Exchange

       Depositary Shares, each representing                     New York Stock Exchange
    1/40 of a share of 7.25% Preferred Income
        Equity Redeemable Stock, Series A

         Preferred Stock Purchase Rights                        New York Stock Exchange
</TABLE>

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

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

[ ] Indicate by a check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
    herein, and will not be contained, to the best of registrant's knowledge,
    in definitive proxy or information statements incorporated by reference in
    Part III of this Form 10-K or any amendment to this Form 10-K.

As of March 14, 2001, the aggregate market value of the 50,134,462 shares of
Common Stock held by non-affiliates of the registrant was $1,724,628,493,
based upon the closing price on the New York Stock Exchange composite tape on
such date. (For this computation, the registrant has excluded the market value
of all shares of its Common Stock reported as beneficially owned by executive
officers and directors of the registrant; such exclusion shall not be deemed
to constitute an admission that any such person is an "affiliate" of the
registrant). As of March 14, 2001, there were 52,374,034 shares of Common
Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held
on May 8, 2001 are incorporated by reference into Part III.
<PAGE>


          PART I  All references to numbered Notes are to specific footnotes
         ITEM 1.  to the Consolidated Financial Statements of the Company (as
        BUSINESS  defined below) included in this Annual Report on Form 10-K
                  and the descriptions included in such Notes are incorporated
                  into the applicable Item response by reference. The
                  following discussion should be read in conjunction with such
                  Consolidated Financial Statements and related Notes.

         General
                  General Growth Properties Inc. ("General Growth") was formed
                  in 1986 by Martin Bucksbaum and Matthew Bucksbaum (the
                  "Original Stockholders"). On April 15, 1993, an initial
                  public offering of the common stock (the "Common Stock") of
                  General Growth and certain related transactions were
                  completed. Concurrently, General Growth (as general partner)
                  and the Original Stockholders (as limited partners) formed
                  GGP Limited Partnership (the "Operating Partnership").
                  General Growth has elected to be taxed as a real estate
                  investment trust (a "REIT") for federal income tax purposes.
                  As of December 31, 2000, General Growth either directly or
                  through the Operating Partnership and subsidiaries
                  (collectively, the "Company") owned 100% of fifty-three
                  regional mall shopping centers (the "Wholly-Owned Centers");
                  50% of the stock of GGP/Homart, Inc. ("GGP/Homart"), 50% of
                  the membership interest of GGP/Homart II, L.L.C.
                  ("GGP/Homart II"), 51% of the stock of GGP Ivanhoe, Inc.
                  ("GGP Ivanhoe"), and 51% of the stock of GGP Ivanhoe III,
                  Inc. ("GGP Ivanhoe III"), and 50% of each of two regional
                  mall shopping centers, Quail Springs Mall and Town East Mall
                  (collectively, the "Unconsolidated Real Estate Affiliates").
                  In addition, as of December 31, 2001 the Company owned a
                  non-voting preferred stock interest in General Growth
                  Management, Inc. ("GGMI"). The Unconsolidated Real Estate
                  Affiliates and GGMI comprise the "Unconsolidated
                  Affiliates". The 50% interest in the twenty-three centers
                  owned by GGP/Homart, the 50% interest in the seven centers
                  owned by GGP/Homart II, the 51% ownership interest in the
                  two centers owned by GGP Ivanhoe, the 51% ownership interest
                  in the eight centers owned by GGP Ivanhoe III, and the 50%
                  ownership interest in both Quail Springs Mall and Town East
                  Mall comprise the "Unconsolidated Centers". Together, the
                  Wholly-Owned Centers and the Unconsolidated Centers comprise
                  the "Company Portfolio" or the "Portfolio Centers". On
                  December 31, 2000, General Growth owned an approximate 73%
                  general partnership interest in the Operating Partnership,
                  and various minority holders, including the Original
                  Stockholders and subsequent contributors of properties to
                  the Operating Partnership, owned the remaining 27% limited
                  partnership interest. See Item 7 and the Consolidated
                  Financial Statements and Notes included in Item 8 of this
                  Annual Report on Form 10-K for certain financial and other
                  information required by this Item 1.

                  On December 22, 1995 the Company, jointly with four other
                  investors, acquired 100% of the stock of GGP/Homart which
                  owned substantially all of the regional mall assets and
                  liabilities of Homart Development Co., an indirect wholly-
                  owned subsidiary of Sears, Roebuck & Co. The Company
                  acquired approximately 38.2% of GGP/Homart for approximately
                  $178 million including certain transaction costs. All of the
                  stockholders of GGP/Homart committed to contribute up to
                  $80.0 million of additional capital and, as of December 31,
                  1997 this commitment had been fulfilled. During 1999, three
                  of the original four other investors, in independent
                  transactions and pursuant to their respective exchange
                  rights, exchanged their interests in GGP/Homart for Common
                  Stock of General Growth. As a result of these transactions,
                  the Company currently owns a 50% interest in GGP/Homart,
                  which has elected to be taxed as a REIT.

                                       2
<PAGE>

                  On December 22, 1995, GGP Management, Inc. ("GGP
                  Management") was formed to manage, lease, develop and
                  operate enclosed malls. The Operating Partnership owned 100%
                  of the non-voting preferred stock ownership interest in GGP
                  Management representing 95% of the equity interest. Key
                  employees of the Company held the remaining 5% equity
                  interest in the form of common stock entitled to all of the
                  voting rights in GGP Management. In August of 1996, GGP
                  Management acquired GGMI through arm's length negotiations
                  for approximately $51.5 million (including borrowings from
                  the Operating Partnership of approximately $39.9 million)
                  which was accounted for as a purchase. GGP Management was
                  then merged into GGMI with GGMI as the surviving entity. At
                  December 31, 2000, the Operating Partnership owned all of
                  the non-voting preferred stock ownership interest in GGMI
                  representing 95% of the equity interest. Certain key current
                  or former employees of the Company held the remaining 5%
                  equity interest through ownership of 100% of the common
                  stock, which was entitled to all voting rights in GGMI. The
                  interest only loans from the Operating Partnership to GGMI
                  bore interest at rates ranging from 8% to 14% per annum and
                  were scheduled to mature in 2016.

                  On January 1, 2001 the REIT provisions of the Tax Relief
                  Extension Act of 1999 became effective. Among other things,
                  the law permits a REIT to own up to 100% of the stock of a
                  taxable REIT subsidiary (a "TRS"). A TRS, which must pay
                  corporate income tax, can provide services to REIT tenants
                  and others without disqualifying the rents that a REIT
                  receives from its tenants. Accordingly, on January 1, 2001
                  the Company acquired for nominal consideration 100% of the
                  common stock of GGMI and will elect to have GGMI treated as
                  a TRS. In connection with the acquisition, the GGMI
                  preferred stock owned by the Company was cancelled and
                  approximately $40 million of the outstanding loans owed by
                  GGMI to the Company were contributed to the capital of GGMI.
                  The Company and GGMI concurrently terminated the management
                  contracts for the Wholly-Owned Centers as the management
                  activities will be performed directly by the Company. GGMI
                  will continue to manage, lease, and perform various other
                  services for the Unconsolidated Centers and other properties
                  owned by unaffiliated third parties.

                  On September 17, 1997, GGP Ivanhoe indirectly acquired The
                  Oaks Mall in Gainesville, Florida and Westroads Mall in
                  Omaha, Nebraska. The purchase price for the two properties
                  was approximately $206 million of which $125 million was
                  financed through property level indebtedness. The Company
                  contributed approximately $43 million for its 51% ownership
                  interest in GGP Ivanhoe. Ivanhoe, Inc. of Montreal, Canada
                  ("Ivanhoe") owns the remaining 49% ownership interest in GGP
                  Ivanhoe. GGP Ivanhoe has elected to be taxed as a REIT.

                  Effective as of June 30, 1998, GGP Ivanhoe III acquired the
                  U.S. Prime Property, Inc. ("USPPI") real estate portfolio
                  through a merger of a wholly-owned subsidiary of GGP Ivanhoe
                  III into USPPI. The common stock of GGP Ivanhoe III, which
                  has elected to be taxed as a REIT, is owned 51% by the
                  Company and 49% by Ivanhoe. The aggregate consideration paid
                  pursuant to the merger agreement was approximately $625
                  million. The acquisition was financed with a $392 million
                  interim loan, which was replaced in 1999, and capital
                  contributions from the Company and the joint venture partner
                  in proportion to their respective stock ownership. The
                  properties acquired include Landmark Mall in Alexandria,
                  Virginia; the Mayfair Mall and adjacent office buildings in
                  Wauwatosa (Milwaukee), Wisconsin; the Meadows Mall in Las
                  Vegas, Nevada; the Northgate Mall in Chattanooga, Tennessee;
                  Oglethorpe Mall in Savannah, Georgia; and the Park City
                  Center in Lancaster,

                                       3
<PAGE>

                  Pennsylvania. During 1999, GGP Ivanhoe III acquired Oak View
                  Mall in Omaha, Nebraska and Eastridge Mall in San Jose,
                  California. The aggregate purchase price for the two
                  properties was approximately $160 million, financed by
                  capital contributions of the partners, a new $83 million
                  long-term mortgage loan and certain short-term financing.

                  In November 1999, the Company formed GGP/Homart II, a new
                  joint venture with the New York State Common Retirement
                  Fund, the Company's venture partner in GGP/Homart.
                  GGP/Homart II owns three regional malls contributed by the
                  New York State Common Retirement Fund (Alderwood Mall in
                  Lynnwood (Seattle), Washington; Carolina Place in Charlotte,
                  North Carolina; and Montclair Plaza in Montclair (Los
                  Angeles), California), and four regional malls (Altamonte
                  Mall in Orlando, Florida; Natick Mall in Natick,
                  Massachusetts; Northbrook Court in Northbrook, Illinois;
                  Stonebriar Centre in Frisco (Dallas), Texas) contributed by
                  the Company as more fully described in Note 3.

                  During May 2000, the Operating Partnership formed GGPLP
                  L.L.C., a Delaware limited liability company (the "LLC") by
                  contributing its interest in a portfolio of 44 Wholly-Owned
                  Centers to the LLC in exchange for all of the common units
                  of membership interest in the LLC. On May 25, 2000, a total
                  of 700,000 redeemable preferred units of membership interest
                  in the LLC (the "RPUs") were issued to an institutional
                  investor by the LLC, which yielded approximately $170.6
                  million in net proceeds to the Company. The net proceeds of
                  the sale of the RPUs were used to repay a portion of the
                  Company's unsecured debt.

 Business of the  The Company is primarily engaged in the ownership,
         Company  operation, management, leasing, acquisition, development,
                  expansion and financing of regional mall shopping centers in
                  the United States. Most of the shopping centers in the
                  Company Portfolio are strategically located in major and
                  middle markets where they have strong competitive positions.
                  A detailed listing starting on page 14 of this report
                  contains information on each regional mall shopping center
                  in the Company Portfolio including location, year opened,
                  square footage, anchors, and anchor vacancies. The Company
                  Portfolio's geographic diversification should mitigate the
                  effects of regional economic conditions and local factors.

                  The Company makes all key strategic decisions for the
                  Portfolio Centers. However, in connection with the
                  Unconsolidated Centers, such strategic decisions are made
                  jointly with the respective stockholders or joint venture
                  partners. The Company is also the asset manager of the
                  Portfolio Centers, executing the strategic decisions and
                  overseeing the day-to-day activities performed directly by
                  the Operating Partnership or, with respect to the
                  Unconsolidated Centers, by GGMI. GGMI performs day-to-day
                  property management functions including leasing,
                  construction management, data processing, maintenance,
                  accounting, marketing, promotion and security pursuant to
                  the management agreements with the Unconsolidated Centers.
                  As of December 31, 2000 GGMI was the property manager for
                  forty of the Unconsolidated Centers. The remaining two
                  centers, owned by GGP/Homart through joint ventures, are
                  managed by certain joint venture partners of GGP/Homart.

                  The majority of the income from the Portfolio Centers is
                  derived from rents received through long term leases with
                  retail tenants. The long-term leases require the tenants to
                  pay base rent which is a fixed amount specified in the
                  lease. The base rent is often subject to scheduled increases
                  defined in the lease. Another component of income is overage
                  rent. Overage rent is paid by a tenant generally if their
                  sales exceed an agreed

                                       4
<PAGE>

                  upon minimum annual amount. Overage rent is calculated by
                  multiplying the sales in excess of the minimum annual amount
                  by a percentage defined in the lease. Long-term leases
                  generally contain a provision for the lessor to recover
                  certain expenses incurred in the day-to-day operations
                  including common area maintenance and real estate taxes. The
                  recovery is generally related to the tenant's pro-rata share
                  of space in the property.

                  The evolution of the shopping center business necessitates
                  the implementation of new approaches to shopping center
                  management and leasing. Management's strategies to increase
                  shareholder value and cash flow include the integration of
                  mass merchandise retailers with traditional department
                  stores, specialty leasing, entertainment-oriented tenants,
                  proactive property management and leasing, operating cost
                  reductions including those resulting from economies of
                  scale, strategic expansions and acquisitions, e-business
                  initiatives and selective new shopping center developments.
                  Management believes that these approaches should enable the
                  Company to operate and grow successfully in today's value-
                  oriented and technological environment. Following is a
                  summary of recent acquisition, development and expansion and
                  redevelopment activity.

                  As used in this Annual Report on Form 10-K, the term "GLA"
                  refers to gross leaseable retail space, including Anchors
                  and mall tenant areas; the term "Mall GLA" refers to gross
                  leaseable retail space, excluding Anchors; the term "Anchor"
                  refers to a department store or other large retail store;
                  the term "Mall Stores" refers to stores (other than Anchors)
                  that are typically specialty retailers who lease space in
                  shopping centers; and the term "Freestanding GLA" means
                  gross leaseable area of freestanding retail stores in
                  locations that are not attached to the primary complex of
                  buildings that comprise a regional mall shopping center.

    Acquisitions  The Company continues to seek to acquire properties that
                  provide opportunities for enhanced profitability and
                  appreciation in value and corresponding increases in
                  shareholder value. In 2000, the Company acquired an 100%
                  ownership interest in Crossroads Center, a regional mall in
                  St. Cloud (Minneapolis), Minnesota for an aggregate
                  investment by the Company of approximately $80 million.

                  The Company's management feels that it has a competitive
                  advantage with respect to the acquisition of regional mall
                  shopping centers for the following reasons:

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

                      .  The Company has the flexibility to pay for an
                         acquisition with a combination of cash, Preferred or
                         Common Stock or common units of limited partnership
                         interest in the Operating Partnership (the "Units").
                         This creates the opportunity for a tax-advantaged
                         transaction for the seller.

                      .  Management's expertise allows it to evaluate proposed
                         acquisitions for their increased profit potential.
                         Additional profit can originate from many sources
                         including expansions, remodeling, re-merchandising,
                         and more efficient management of the property.

     Development  The Company intends to pursue development when warranted by
                  the potential financial returns. GGP/Homart II completed and
                  opened on schedule in August 2000 the Stonebriar Centre
                  (described below), an enclosed shopping center in Frisco
                  (Dallas), Texas. In addition, the Company is preparing to
                  develop (with a joint venture

                                       5
<PAGE>

                  partner) an enclosed regional mall in Westlake (Dallas),
                  Texas (described below) and is investigating certain other
                  development sites, including Toledo, Ohio and West
                  Des Moines, Iowa. However, there can be no assurance that
                  development of these sites will proceed.

                  Construction commenced on the Stonebriar Centre in Frisco,
                  Texas in October 1998. Upon its completion in August 2000,
                  this 1,600,000 square foot regional mall shopping center
                  featured five department store anchors, a 24 screen AMC
                  theater, approximately 350,000 square feet of Mall Stores
                  and 150,000 square feet of big box and large format
                  retailers. Plans still include a possible second phase
                  expansion to include two additional department stores.

                  During 1999, the Company formed a joint venture to develop
                  an enclosed mall in Westlake (Dallas), Texas. As of December
                  31, 2000, the Company had invested approximately $14.5
                  million in the joint venture. The Company is currently
                  obligated to fund pre-development costs (estimated to be
                  approximately $1.5 million, most of which has been incurred)
                  and actual development costs have not yet been finalized.
                  The retail site, part of a planned community which is
                  expected to contain a resort hotel, a golf course, luxury
                  homes and corporate offices, is currently planned to contain
                  up to 1.5 million square feet of tenant space including up
                  to six anchor stores and a multi-screen theater. There can
                  be no assurance that development of this site will proceed
                  beyond the pre-development phase.

  Expansions and
     Renovations  During 2000, 16 major projects were underway or completed.
                  The expansion and renovation of a Portfolio Center often
                  increases customer traffic, trade area penetration and
                  typically improves the competitive position of the property.
                  Four of the larger renovation and expansion projects under
                  construction in 2000 are described below.

                  The redevelopment of the Knollwood Mall, a 402,182 square
                  foot center located in St. Louis Park (Minneapolis),
                  Minnesota began in 1999. The project includes adding a 16-
                  screen theater complex and completely remerchandising the
                  center, which is expected to be completed in early 2001.

                  Eden Prairie Mall, located in Eden Prairie, Minnesota, a
                  suburb of Minneapolis, was previously a four-anchor center
                  with approximately 325,000 square feet of Mall Stores. Phase
                  I of the renovation commenced in early 1999 consisting of a
                  new Von Maur anchor store and a new 500 car parking
                  structure. Construction of Phase II of the project commenced
                  in late 1999 and will consist of a mall renovation, a food
                  court renovation, and the construction of a multi-screen
                  theatre. Both phases are scheduled to be completed in 2001.

                  Fallbrook Mall is a 1,024,737 square foot enclosed mall
                  located in West Hills, (Los Angeles) California. The
                  renovation of the mall commenced in 2000 and will consist of
                  converting the mall to an outdoor, 1,100,000 square foot
                  power center with an additional anchor store and additional
                  big box retailers. Completion of the project is anticipated
                  for fall 2002.

                  Valley Hills Mall, a 619,921 square foot center located in
                  Hickory, North Carolina is undergoing an extensive
                  renovation which commenced in 2000. The mall will add a new
                  Dillards store to the existing anchors, Belk, JC Penney and
                  Sears. The project also includes a food court, approximately
                  30,000 square feet of new mall shop space and two new
                  parking decks. Completion is planned for late 2001.

                                       6
<PAGE>


   The Portfolio
         Centers  All of the 95 Portfolio Centers are shopping centers with at
                  least one major department store as an Anchor and a wide
                  variety of smaller Mall Stores. Most of the Portfolio
                  Centers have three or four Anchors and additional
                  Freestanding Stores. Each Portfolio Center provides ample
                  parking for shoppers. The Portfolio Centers:

                      .  Range in size between approximately 184,000 and
                         1,810,000 square feet of total GLA and between
                         approximately 125,000 and 800,000 square feet of Mall
                         and Freestanding GLA. The smallest Portfolio Center
                         has approximately 20 stores, and the largest has over
                         265 stores;

                      .  Have approximately 396 Anchors, operating under
                         approximately 68 trade names; and

                      .  Have approximately 9,500 Mall and Freestanding
                         Stores.

                  The average size of the 95 Portfolio Centers is
                  approximately 910,000 square feet of GLA, including all
                  Anchors, Mall Stores and Freestanding Stores. The average
                  Mall and Freestanding GLA per Portfolio Center is
                  approximately 360,000 square feet.

                  As of December 31, 2000, the Wholly-Owned Centers contained
                  approximately 43.2 million square feet of GLA consisting of
                  Anchors (whether owned or leased), Mall Stores and
                  Freestanding Stores. The Unconsolidated Centers contained
                  approximately 43.0 million square feet of GLA.

                  The Company's share of total revenues from the Portfolio
                  Centers and GGMI increased to $1,112 million in 2000 from
                  $907 million in 1999. No single Portfolio Center generated
                  more than 9.6% of the Company's total 2000 pro rata
                  revenues. In 2000, total Mall Store sales from the Portfolio
                  Centers increased by approximately 7.4% in comparison to the
                  total Mall Store sales in 1999.

                                       7
<PAGE>


                  The table below shows tenants, by trade name, with more than
                  .75% of aggregate annualized effective rents as compared to
                  consolidated effective rents on an annualized basis in the
                  Wholly-Owned Centers at December 31, 2000. In addition,
                  similar percentages existed in the Portfolio Centers as of
                  December 31, 2000.

<TABLE>
<CAPTION>
                                            % of Total
              Tenant Name                Annualized Rents
              -----------                ----------------

              <S>                        <C>
              JCPenney                         1.52%
              Sears                            1.34%
              Express (/1/)                    1.31%
              Victoria's Secret (/1/)          1.12%
              Gap                              1.10%
              Lerner N.Y.                      0.94%
              Footlocker                       0.91%
              The Limited                      0.89%
              Zales Jewelers                   0.88%
              Old Navy                         0.85%
              American Eagle Outfitters        0.83%
              Eddie Bauer                      0.82%
              Payless                          0.81%
              Kay Bee Toys                     0.81%
              Champs Sports                    0.78%
</TABLE>

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

        Mall and  The Portfolio Centers have a total of approximately 9,500
    Freestanding  Mall and Freestanding Stores. The following table reflects
          Stores  the tenant representation by category in the Portfolio
                  Centers as of December 31, 2000.

<TABLE>
<CAPTION>
                               % of Sq. Ft. in
                                  Portfolio
            Tenant Categories    Centers (*)    Types of Tenants/Products Sold
            -----------------  --------------- --------------------------------

            <C>                <C>             <S>
             Specialty                22%      Photo studios, beauty and nail
                                               salons, pharmacy and sundries,
                                               variety stores, pet stores,
                                               newsstands, jewelry repair, shoe
                                               repair, tailor, video games,
                                               shops for home/bath/kitchen,
                                               rugs, fabric stores, beds/
                                               waterbeds, luggage, perfume,
                                               tobacco, toys, arcades, cameras,
                                               sunglasses, books
                  -------------------------------------------------------------
             Women's Apparel          19%      Women's apparel
                  -------------------------------------------------------------
             Apparel                  18%      Unisex apparel, children's
                                               apparel, lingerie, and
                                               formalwear
                  -------------------------------------------------------------
             Shoes                    11%      Shoes
                  -------------------------------------------------------------
             Food                      8%      Restaurant, food court
                  -------------------------------------------------------------
             Gifts                     5%      Cards, candles, engraving
                                               stores, other gift or novelty
                  -------------------------------------------------------------
             Music/Electronics         6%      Music, electronics, computer and
                                               software, video rental
                  -------------------------------------------------------------
             Sporting Goods            3%      Sports apparel, sports and
                                               exercise equipment
                  -------------------------------------------------------------
             Jewelry                   4%      Fine jewelry and costume jewelry
                  -------------------------------------------------------------
             Men's Apparel             2%      Men's apparel
                  -------------------------------------------------------------
             Specialty Food            2%      Candy, coffee, nuts, chocolate,
                                               health food/vitamins
                  -------------------------------------------------------------
             Total                   100%      --------------------------------
                                               --
</TABLE>

                                       8
<PAGE>


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

                  Specialty tenants include Mastercuts, One Hour Photo,
                  California Nails, Kay-Bee Toys, Dollar Tree, Pottery Barn
                  and many others. Typical tenants in the Women's Apparel
                  category include The Limited, Casual Corner, Lane Bryant and
                  Victoria's Secret. The Apparel category typically includes
                  tenants such as The Gap, American Eagle, Old Navy and
                  J.Crew. The Shoes category includes tenants such as
                  Footlocker, Journeys and Payless Shoesource. The Food
                  category includes restaurants such as Ruby Tuesday,
                  Cheesecake Factory and Max and Erma's, fast food restaurants
                  such as Arby's, and food court tenants such as Sbarro.
                  Typical tenants in the Gifts Category include Disney, Things
                  Remembered, Kirlin's Hallmark and Spencer Gifts. The
                  Music/Electronics category includes tenants such as Camelot
                  Music, Radio Shack, and Suncoast Pictures. Sporting Goods
                  include tenants such as Champs, Big 5 Sports and Scheel's
                  Sports. Jewelry tenants typically include Zales, Helzberg
                  Diamonds and Kay Jewelers. The Men's Apparel category
                  includes tenants such as The Men's Warehouse and Nicks for
                  Men. Specialty Food tenants include General Nutrition
                  Center, Mr. Bulky, and Barnie's Coffee and Tea Company.

     Competition  The Portfolio Centers compete with numerous shopping
                  alternatives in seeking to attract retailers to lease space
                  as retailers themselves face increasing competition from
                  discount shopping centers, outlet malls, discount shopping
                  clubs, direct mail, internet sales and telemarketing. The
                  nature and extent of competition varies from property to
                  property within the Company Portfolio. Below is a
                  description of the type of competition that three of the
                  Portfolio Centers face from other retail locations within
                  their trade area. These examples are representative of the
                  competitive environment in which the Company operates.

                  Valley Hills Mall is a 616,000 square foot, enclosed
                  regional shopping center located in Hickory, North Carolina.
                  The mall opened in 1978 and serves a six county trade area
                  which includes over 307,000 people. Major manufacturing
                  industries in the area include furniture, textiles and fiber
                  optics. The mall currently has three Anchor tenants: Belk,
                  JCPenney and Sears. The mall has 78 mall shops with national
                  retailers such as FootAction, American Eagle and Abercrombie
                  & Fitch. Valley Hills' primary regional mall competition is
                  just outside of its trade area and consists of super-
                  regional centers such as Eastridge Mall, Hanes Mall and
                  Carolina Place Mall. The mall also faces competition from
                  neighborhood strip and power shopping centers including
                  Kohl's, Marshalls and Barnes and Noble which have opened
                  within the last year and are located within a one-mile
                  radius of the center.

                  Northbrook Court is a two-story, 978,000 square foot
                  regional mall located in Northbrook (Chicago), Illinois. The
                  mall contains 128 mall shops, and three Anchor department
                  stores. The mall is anchored by Lord & Taylor, Marshall
                  Fields and Neiman-Marcus. The property includes a 14-screen
                  General Cinema Theater and national retailers such as
                  Abercrombie & Fitch, Ann Taylor, The Gap and J.Crew.
                  Northbrook Court faces competition from two regional malls
                  in its primary trade area. Old Orchard Shopping Center is a
                  recently renovated open-air regional shopping mall located
                  eight miles southeast of Northbrook Court. Old Orchard
                  features five Anchor department stores and includes 1.8
                  million square feet of leaseable area. Hawthorn Center, a
                  1.06 million square foot regional mall located ten miles
                  northwest of Northbrook Court, includes three Anchor
                  department stores. The secondary competition for Northbrook
                  Court consists of discount retailers, numerous strip

                                       9
<PAGE>

                  shopping centers located within a few miles of the center,
                  and a super regional mall (Woodfield Mall), with 2.1 million
                  square feet located fifteen miles southwest of Northbrook
                  Court.

                  Crossroads Center is a 782,000 million square foot, single-
                  level, regional shopping center located in St. Cloud
                  (Minneapolis), Minnesota, one of Minnesota's fastest growing
                  metropolitan areas. Crossroads Center is anchored by
                  Dayton's, Sears, JCPenney and Target and has 119 specialty
                  mall shops. Crossroads Center opened in 1966 and renovations
                  were made in 1999, including a new food court and carousel.
                  The mall's trade area includes over 415,000 people and major
                  employers include granite, printing and lens manufacturing
                  companies as well as medical, retail and high technology
                  firms. The Center's primary competition is from a free-
                  standing Kohl's department store and a number of "big-box"
                  retailers in the immediate area, including Circuit City, K-
                  Mart, Wal-Mart, Sam's Club and Best Buy. Additional
                  competitors are Kendi Mall and Ridgedale Center, both over
                  50 miles to the south of Crossroads Center.

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

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

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

                                      10
<PAGE>


       Employees  As of March 14, 2001, the Company and GGMI had 3,506 full-
                  time employees. Certain employees at three of the Portfolio
                  Centers are subject to collective bargaining agreements. The
                  Company's management believes that their employee relations
                  are satisfactory and there has not been a labor-related work
                  stoppage at any of its Centers.

       Insurance  The Company has comprehensive liability, fire, flood,
                  earthquake, extended coverage and rental loss insurance with
                  respect to the Portfolio Centers. The Company's management
                  believes that all of the Portfolio Centers are adequately
                  covered by insurance.

   Qualification  General Growth currently qualifies as a real estate
       as a Real  investment trust pursuant to the requirements contained in
          Estate  Sections 856-858 of the Internal Revenue Code of 1986, as
      Investment  amended (the "Code"). If, as General Growth contemplates,
       Trust and  such qualification continues, General Growth will not be
   Taxability of  taxed on its real estate investment trust taxable income.
   Distributions  During 2000, General Growth distributed (or was deemed to
                  have distributed) 100% of its taxable income to its
                  preferred and common stockholders. Cash distributions in the
                  amount of $2.06 per share of Common Stock were paid for
                  2000, of which $1.90 (92.2%) was ordinary income and $0.16
                  (7.8%) was a return of capital based on the taxable income
                  of General Growth.

         ITEM 2.  The Company's investment in real estate as of December 31,
      PROPERTIES  2000 consisted of its interests in the Portfolio Centers,
                  developments in progress and certain other real estate. In
                  most cases, the land underlying the Portfolio Centers is
                  also owned by the Company; however, at a few of the centers,
                  all or part of the underlying land is owned by a third party
                  that leases the land pursuant to a ground lease.

         Leasing  The Portfolio Centers average Mall Store rent per square
                  foot from leases that expired in 2000 was $29.29. As a
                  result of market rents being higher than the rents under
                  many of the expiring leases, the average Mall Store rent per
                  square foot on new and renewal leases during 2000 was
                  $35.24, or $5.95 per square foot more than the average for
                  expiring leases. The following schedule shows scheduled
                  lease expirations over the next five years.

                                      11
<PAGE>

                               PORTFOLIO CENTERS
                      FIVE YEAR LEASE EXPIRATION SCHEDULE

<TABLE>
<CAPTION>
                              All Expirations             Expirations @ Share (/1/)
                      -------------------------------- -------------------------------
                       Base Rent    Footage   Rent/PSF  Base Rent    Footage  Rent/PSF
                      ------------ ---------- -------- ------------ --------- --------
<S>                   <C>          <C>        <C>      <C>          <C>       <C>
Wholly Owned
  2001                $ 17,325,771    759,767  $22.80  $ 17,325,771   759,767  $22.80
  2002                  27,792,429  1,202,392   23.11    27,792,429 1,202,392   23.11
  2003                  29,945,519  1,386,243   21.60    29,945,519 1,386,243   21.60
  2004                  24,772,976  1,055,919   23.46    24,772,976 1,055,919   23.46
  2005                  38,815,920  1,640,130   23.67    38,815,920 1,640,130   23.67
                      ------------ ----------  ------  ------------ ---------  ------
Portfolio Total       $138,652,615  6,044,451  $22.94  $138,652,615 6,044,451  $22.94

Unconsolidated (/2/)
  2001                $ 19,410,277    929,961  $20.87  $ 10,038,593   476,976  $21.05
  2002                  28,088,561    964,298   29.13    14,492,194   501,162   28.92
  2003                  27,369,549    964,575   28.37    14,159,561   500,306   28.30
  2004                  36,568,270  1,283,863   28.48    18,460,733   653,794   28.24
  2005                  30,086,497  1,050,881   28.63    15,189,306   534,992   28.39
                      ------------ ----------  ------  ------------ ---------  ------
Portfolio Total       $141,523,154  5,193,578  $27.25  $ 72,340,387 2,667,230  $27.12

Grand Total           $280,175,769 11,238,029  $24.93  $210,993,002 8,711,681  $24.22
                      ============ ==========  ======  ============ =========  ======
</TABLE>

--------
(1) Expirations at share reflect the Company's direct or indirect ownership
    interest in a joint venture.
(2) Excludes the two malls managed by joint venture partners of GGP/Homart
    (Arrowhead Towne Center and Superstition Springs).

                                      12
<PAGE>

         Company  At December 31, 2000, the Company had direct or indirect
  Portfolio Debt  ("pro rata") mortgage and other debt of approximately
                  $4,540,036. The ratio of pro rata floating rate debt to
                  total pro rata debt and preferred stock and preferred
                  Operating Partnership Units was 40.0% at December 31, 2000.
                  The following table reflects the maturity dates of the
                  Company's pro rata debt and the related interest rates.
                            COMPANY PORTFOLIO DEBT
             MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY(a)
                            AS OF DECEMBER 31, 2000
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                           Unconsolidated
                                        Wholly-Owned        Joint Venture          Company
                                           Centers         Properties (b)      Portfolio Debt
                                     ------------------- ------------------- -------------------
                                                Current             Current             Current
                                                Average             Average             Average
                                      Maturing  Interest  Maturing  Interest  Maturing  Interest
            Year                       Amount     Rate     Amount     Rate     Amount     Rate
            ----                     ---------- -------- ---------- -------- ---------- --------
            <S>                      <C>        <C>      <C>        <C>      <C>        <C>
            2001.................... $  392,000  7.66%   $   78,300  8.11%   $  470,300  7.74%
            2002....................     96,055  7.93%      178,909  7.12%      274,964  7.41%
            2003....................    265,000  8.20%      474,272  7.43%      739,272  7.71%
            2004....................  1,109,377  7.57%      200,989  7.66%    1,310,366  7.58%
            2005....................     25,614  7.99%            0  0.00%       25,614  7.99%
            Subsequent.............. $1,356,080  7.08%      363,440  7.38%    1,719,520  7.07%
                                     ----------  -----   ----------  -----   ----------  -----
            Totals.................. $3,244,126  7.44%   $1,295,910  7.45%   $4,540,036  7.42%
                                     ==========  =====   ==========  =====   ==========  =====
            Floating................ $1,411,343  7.97%   $  608,978  7.71%   $2,020,321  7.89%
            Fixed Rate..............  1,832,783  7.01%      686,932  7.22%    2,519,715  7.07%
                                     ----------  -----   ----------  -----   ----------  -----
            Totals.................. $3,244,126  7.44%   $1,295,910  7.45%   $4,540,036  7.42%
                                     ==========  =====   ==========  =====   ==========  =====
</TABLE>
--------
(a) Excludes principal amortization.

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

                                      13
<PAGE>


   Property Data  The following tables set forth certain information regarding
                  the Wholly-Owned Centers and the Unconsolidated Centers as
                  of December 31, 2000. The first table depicts the Wholly-
                  Owned Centers and the second table depicts the
                  Unconsolidated Centers.

                             Wholly-Owned Centers

<TABLE>
<CAPTION>
                                          Total GLA/Mall
                                         and Freestanding
                           Year Opened/        GLA
Name of Center/            Remodeled or   (Square Feet)                                           Anchor
     Location (/1/)          Expanded         (/2/)                      Anchors                 Vacancies
------------------------- -------------- ---------------- -------------------------------------- ---------
<S>                       <C>            <C>              <C>                                    <C>
Ala Moana Center              1959/         1,812,089/    JCPenney, Liberty House,                 None
 Honolulu, Hawaii           1966,1987,         800,624    Neiman Marcus, Sears
                            1989,1999

Apache Mall                   1969/           742,028/    Dayton's, JCPenney,                      None
 Rochester, Minnesota       1985,1992          232,762    Sears, Ward

Baybrook Mall                 1978/         1,087,088/    Dillards, Mervyn's, Sears, Ward          None
 Houston, Texas             1984,1985          343,565

Bayshore Mall                 1987/           613,464/    Gottschalks, JCPenney, Mervyn's, Sears   None
 Eureka, California            1989            293,304

Bellis Fair Mall              1988/           762,709/    The Bon Marche, JCPenney, Mervyn's,      None
 Bellingham, Washington        N/A             336,150    Sears, Target,

Birchwood Mall                1990/           786,425/    Hudson's, JCPenney, Sears,               None
 Port Huron, Michigan       1991, 1997         287,291    Target, Younkers

The Boulevard Mall            1968/         1,184,772/    Dillard's, JCPenney, Macy's, Sears       None
 Las Vegas, Nevada             1992            327,375

Capital Mall                  1978/           532,749/    Dillard's, JCPenney, Sears               None
 Jefferson City, Missouri   1985,1992          234,294

Century Plaza                 1975/           743,609/    JCPenney, McRae's, Rich's, Sears         None
 Birmingham, Alabama        1990,1994          235,213

Chapel Hills Mall             1982/         1,172,585/    Dillard's, Foley's, JCPenney, KMart,     None
 Colorado Springs, CO     1986,1997,1998       398,145    Mervyn's, Sears,

Coastland Center              1977/           927,014/    Burdines, Dillard's, JCPenney, Sears     None
 Naples, Florida            1985,1996          336,624

Colony Square Mall            1981/           546,318/    Elder-Beerman, JCPenney, Lazarus,        None
 Zanesville, Ohio              1987            231,154    Sears

Columbia Mall                 1985/           741,213/    Dillard's, JCPenney, Sears, Target       None
 Columbia, Missouri            1987            314,269

Coral Ridge Mall              1998/           997,363/    Dillard's, JCPenney, Scheel's,           None
 Iowa City, Iowa               N/A             291,750    Sears, Target, Younkers

Crossroads Center             1966/           783,934/    Dayton's, JCPenney,                      None
 St. Cloud, Minnesota       1995,1999          277,005    Sears, Target

The Crossroads                1980/           755,127/    Hudson's, JCPenney, Mervyn's,            None
 Portage, Michigan        1982,1988,1998       252,167    Sears

Cumberland Mall               1973/         1,159,723/    JCPenney, Macy's, Rich's, Sears          None
 Atlanta, Georgia              1989            325,608
</TABLE>

                                      14
<PAGE>

<TABLE>
<CAPTION>
                                          Total GLA/Mall
                          Year Opened/   and Freestanding
Name of Center/            Remodeled            GLA                                                        Anchor
     Location (/1/)       or Expanded   (Square Feet) (/2/)                    Anchors                    Vacancies
------------------------ -------------- ------------------- --------------------------------------------- ---------
<S>                      <C>            <C>                 <C>                                           <C>
Eagle Ridge Mall             1996/            624,073/      Dillard's, JCPenney, Sears                      None
 Lake Wales, Florida          N/A              279,291

Eden Prairie Mall            1976/            873,766/      Kohl's, Mervyn's, Sears, Target                 None
 Eden Prairie, Minnesota   1989,1994           337,958

Fallbrook Mall               1966/          1,041,141/      Burlington Coat Factory, JCPenney, Kmart,       None
 West Hills, (Los
  Angeles),                   1985             386,182      Mervyn's, Target
 California

Fox River Mall               1984/          1,128,712/      Dayton's, JCPenney, Sears,                      None
 Appleton, Wisconsin       1991,1998           434,152      Target, Younkers

Gateway Mall                 1990/            646,747/      The Emporium, Sears, Target                     None
 Springfield/Eugene,          1999             287,796
 Oregon

Grand Traverse Mall          1992/            577,399/      Hudson's, JCPenney, Target                      None
 Traverse City, Michigan      N/A              299,928

Greenwood Mall               1979/            783,837/      Dillard's, Dillard's Home Store, Famous Barr,   None
 Bowling Green, Kentucky      1987             265,710      JCPenney, Sears

Knollwood Mall               1955/            399,699/      Cub Foods, Kohl's                               None
 St. Louis Park,              1981             168,439
 (Minneapolis),
  Minnesota

Lakeview Square Mall         1983/            610,432/      Hudson's, JCPenney, Sears                       None
 Battle Creek, Michigan       1998             235,756

Lansing Mall                 1969/            846,524/      Hudson's, JCPenney, Mervyn's,                   None
 Lansing, Michigan            N/A              319,619      Younkers

Lockport Mall                1971/            345,686/      Ames, The Bon Ton,                              None
 Lockport, New York           1984             114,015      Rosa's Homestore

Mall of the Bluffs           1986/            667,106/      Dillard's, JCPenney, Sears, Target              None
 Council Bluffs, Iowa      1988,1998           319,060
 (Omaha, Nebraska)

Mall St. Vincent             1977/            548,370/      Dillard's, Sears                                None
 Shreveport, Louisiana        1991             200,370

Market Place Shopping
 Center                      1975/          1,105,076/      Bergner's, Famous Barr, JCPenney,                One
 Champaign, Illinois     1987,1994,1999        276,538      Kohl's, Sears

McCreless Mall               1962/            477,114/      Beall's, Montgomery Ward                        None
 San Antonio, Texas           1997             268,231

Northridge Fashion
 Center                      1971/          1,512,712/      JCPenney, Macy's, Robinson-May,                 None
 Northridge, California    1995,1997           625,105      Sears

Oakwood Mall                 1986/            790,596/      Dayton's, JCPenney,                             None
 Eau Claire, Wisconsin     1991,1997           319,900      Scheel's All Sports, Sears, Target
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                         Total GLA/Mall
                                        and Freestanding
                          Year Opened/        GLA
Name of Center/            Remodeled        (Square                                             Anchor
     Location (/1/)       or Expanded     Feet) (/2/)                   Anchors                Vacancies
------------------------ -------------- ---------------- ------------------------------------- ---------
<S>                      <C>            <C>              <C>                                   <C>
Park Place                   1974/           981,449/    Dillards, Macy's, Sears                 None
 Tucson, Arizona              1998            346,915

Piedmont Mall                1984/           667,278/    Ames, Belk, Belk Men's,                 None
 Danville, Virginia           1995            189,160    JCPenney, Sears, Ames

Pierre Bossier Mall          1982/           610,345/    Dillard's, JCPenney, Sears,             None
 Bossier City, Louisiana   1985,1992          263,453    Service Merchandise, Stage

The Pines                    1986/           609,182/    Dillard's, JCPenney,                    None
 Pine Bluff, Arkansas         1990            265,396    Sears, Wal-Mart

Regency Square Mall          1967/         1,429,962/    Belk, Dillard's, JCPenney,              None
 Jacksonville, Florida   1992,1998,1999       470,927    Sears, Wards

Rio West Mall                1981/           445,009/    Beall's, JCPenney, KMart                None
 Gallup, New Mexico        1991,1998          170,130

River Falls Mall             1990/           752,167/    Dillard's, Toys "R" Us, Wal-Mart,       None
 Clarksville, Indiana         N/A             277,836
 (Louisville, Kentucky)

River Hills Mall             1991/           725,561/    Herberger's, JCPenney,                  None
 Mankato, Minnesota           1996            259,643    Sears ,Target

Riverlands Shopping
 Center                      1965/           183,768/    Winn-Dixie                              None
 LaPlace, Louisiana           1984            183,768    (/3/)

RiverTown Crossings          1999/         1,248,624/    Galyan's, Hudson's, JCPenney,           None
 Granville (Grand
  Rapids),                    N/A             499,999    Kohl's, Sears, Younkers,
 Michigan

Sooner Fashion Square        1976/           515,266/    Dillard's, JCPenney,                    None
 Norman, Oklahoma             1999            175,194    Sears, Stein Mart,
                                                         Old Navy Clothing Company

Southlake Mall               1976/         1,015,835/    JCPenney, Macy's, Rich's, Sears         None
 Morrow, Georgia           1995,1999          277,335

SouthShore Mall              1981/           337,828/    JCPenney, KMart, Sears                  None
 Aberdeen, Washington         N/A             148,501

Southwest Plaza              1983/         1,236,551/    Dillards, Foley's, JCPenney,            None
 Littleton, Colorado       1994,1995          430,732    Sears, Wards

Spring Hill Mall             1980/         1,100,033/    Carson Pirie Scott, JCPenney, Kohl's,   None
 West Dundee, Illinois     1992,1996          394,129    Marshall Field's, Sears

Valley Hills Mall            1978/           616,427/    Belk, JCPenney, Sears                   None
 Hickory, North Carolina 1988,1990,1996       204,131

Valley Plaza Mall            1967/         1,157,240/    Gottschalks, JCPenney,                  None
 Bakersfield, California 1988,1997,1998       338,317    Macy's, Robinson-May, Sears
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                 Total GLA/Mall
                                and Freestanding
Name of Center/    Year Opened/       GLA
     Location      Remodeled or  (Square Feet)                                                Anchor
(/1/)                Expanded        (/2/)                         Anchors                   Vacancies
------------------ ------------ ---------------- ------------------------------------------- ---------
<S>                <C>          <C>              <C>                                         <C>
West Valley Mall      1995/         742,768/     Gottschalks, JCPenney, Ross Dress for Less,   None
 Tracy, California     1997          273,740     Sears, Target

Westwood Mall         1972/         453,971/     Elder-Beerman, JCPenney,                      None
 Jackson, Michigan  1978,1993        131,886     Wards
</TABLE>
--------
(1) In certain cases, where a Center's location is part of a larger
    metropolitan area, the metropolitan area is identified in parentheses.

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

(3) Winn-Dixie does not occupy its space but is currently paying rent under a
    lease which expires in October 2002.

                                      17
<PAGE>

                             UNCONSOLIDATED CENTERS

<TABLE>
<CAPTION>
                                       Ownership    Total GLA/Mall
                         Year Opened/  Interest %  and Freestanding
Name of Center/          Remodeled or of Operating        GLA                                        Anchor
     Location (/1/)        Expanded   Partnership  Square Feet (/2/)            Anchors             Vacancies
------------------------ ------------ ------------ ----------------- ------------------------------ ---------
<S>                      <C>          <C>          <C>               <C>                            <C>
Alderwood Mall              1979/          50         1,042,642/     The Bon Marche, JCPenney,         One
 Lynnwood (Seattle),      1995,1996                      310,834     Nordstrom, Sears,
 Washington

Altamonte Mall              1974/          50         1,090,250/     Burdines, Dillard's,             None
 Orlando, Florida         1989,1990                      389,202     JCPenney, Sears

Arrowhead Towne Center      1993/         16.7        1,130,901/     Dillard's, JCPenney, Mervyn's,   None
 Glendale, Arizona           N/A                         392,954     Robinson-May, Wards

Bay City Mall               1991/          50           517,141/     JCPenney, Sears,                 None
 Bay City, Michigan          1993                        211,290     Target, Younkers

Brass Mill
 Center/Commons             1997/          50         1,265,877/     Boscov's, Filene's, JCPenney,     One
 Waterbury, Connecticut      N/A                         326,385     Sears

Carolina Place              1991/          50         1,090,910/     Belk, Dillards, Hecht's,         None
 Charlotte, North
  Carolina                   1994                        317,408     JCPenney, Sears

Chula Vista Center          1962/          50           885,616/     JCPenney, Macy's,                None
 Chula Vista, California  1993,1994                      302,666     Mervyn's, Sears

Columbiana Centre           1990/          50           871,494/     Belk, Dillards,                  None
 Columbia, South
  Carolina                   1992                        258,067     Parisian, Sears

Deerbrook Mall              1984/          50         1,202,386/     Dillard's, Foley's, JCPenney,    None
 Humble (Houston), Texas  1996,1997                      462,793     Mervyn's, Sears

Eastridge Mall              1970/          51         1,358,684/     JCPenney, Macy's, Sears           One
 San Jose, California     1982,1995                      431,142

Lakeland Square             1988/          50           900,600/     Belk, Burdines, Dillard's,       None
 Lakeland, Florida           1994                        290,562     JCPenney, Sears

Landmark Mall               1965/          51           962,931/     Hecht's, Lord & Taylor, Sears     One
 Alexandria, VA           1989,1991                      343,455

Mayfair Mall                1958/          51         1,045,492/     The Boston Store,                None
 Wauwatosa, Wisconsin     1986,1994                      546,182     Marshall Fields

Meadows Mall                1978/          51           947,657/     Dillard's, JCPenney, Macy's,     None
 Las Vegas, Nevada        1987,1997                      310,804     Sears

Montclair Plaza             1968/          50         1,358,369/     JCPenney, Macy's,                None
 Montclair (Los Angeles)     1985                        518,359     Nordstrom, Robinson-May,
 California                                                          Sears, Wards

Moreno Valley Mall          1992/          50         1,035,060/     Harris, JCPenney,                None
 Moreno Valley,
  California                 N/A                         429,526     Robinson-May, Sears

Natick Mall                 1966/          50         1,154,191/     Filene's, Lord & Taylor,         None
 Natick, Massachusetts       1994                        427,529     Macy's, Sears
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                          Total GLA/Mall
                                             Ownership   and Freestanding
                              Year Opened/   Interest %        GLA
Name of Center/                Remodeled    of Operating      Square                                        Anchor
     Location (/1/)           or Expanded   Partnership     Feet (/2/)                Anchors              Vacancies
---------------------------  -------------- ------------ ---------------- -------------------------------- ---------
<S>                          <C>            <C>          <C>              <C>                              <C>
Neshaminy Mall                   1968/            25        1,060,529/    Boscov's, Sears,                    One
 Bensalem,                     1995,1998                       423,738    Strawbridge and Clothiers
 Pennsylvania

Newgate Mall                     1981/            50          688,921/    Dillard's, Mervyn's,               None
 Ogden, Utah                   1994,1998                       275,757    Oshman's, Sears

New Park Mall                    1980/            50        1,168,681/    JCPenney, Macy's, Mervyn's,        None
 Newark, California               1993                         389,628    Sears, Target

Northbrook Court                 1976/            50          982,013/    Lord & Taylor, Marshall Fields,    None
 Northbrook, Illinois          1995,1996                       359,094    Neiman Marcus

Northgate Mall                   1972/            51          816,894/    JCPenney, Proffitt's, Sears        None
 Chattanooga,                     1991                         242,730
 Tennessee

North Point Mall                 1993/            50        1,367,587/    Dillard's, JCPenney, Lord &        None
 Alpharetta (Atlanta),            N/A                          397,526    Taylor, Parisian, Rich's, Sears
 Georgia

The Oaks Mall(/2/)               1978/            51          907,647/    Belk, Burdines, Dillard's,         None
 Gainesville, Florida             N/A                          337,646    JCPenney, Sears

Oak View Mall                    1991/            51          867,615/    Dillard's, JCPenney,               None
 Omaha, Nebraska                  1995                         249,690    Sears, Younkers

Oglethorpe Mall                  1969/            51          957,220/    Belk, JCPenney, Rich's, Sears      None
 Savannah, Georgia           1989,1990,1992                    409,249

Park City Center                 1970/            51        1,397,459/    The Bon-Ton, Boscov's, JCPenney,   None
 Lancaster,                    1988,1997                       488,962    Kohl's, Sears
 Pennsylvania

The Parks at Arlington           1988/            50        1,189,299/    Dillard's, Foley's, JCPenney,      None
 Arlington, Texas                 N/A                          358,354    Mervyn's, Sears

Pavilions at Buckland Hills      1990/            50        1,011,140/    Dick's Sporting Goods, Filene's,   None
 Manchester,                      1994                         327,618    Filene's Home Store, JCPenney,
 Connecticut                                                              Lord & Taylor, Sears

Pembroke Lakes Mall              1992/            50        1,116,825/    Burdine's, Dillard's,              None
 Pembroke Pines,                  N/A                          335,836    JCPenney, Sears
 Florida

Prince Kuhio Plaza               1985/            50          504,387/    JCPenney, Liberty House,            One
 Hilo, Hawaii                  1994,1999                       165,061    Sears

Quail Springs                    1980/            50        1,127,030/    Dillard's, Foley's,                None
 Oklahoma City,              1992,1998,1999                    333,258    JCPenney, Sears
 Oklahoma

Steeplegate Mall                 1990/            50          483,109/    JCPenney, Sears,                   None
 Concord,                         N/A                          185,506    The Bon Ton
 New Hampshire

Stonebriar Centre                2000/            50        1,648,094/    Foley's, JCPenney,                  One
 Frisco (Dallas), Texas           N/A                          524,013    Macy's, Nordstrom, Sears

Superstition Springs             1990/          16.7        1,073,726/    Dillard's, JCPenney, Mervyn's,     None
 East Mesa, Arizona               1994                         367,032    Robinson-May, Sears

Town East Mall                   1971/            50        1,256,888/    Dillard's, Foley's, JCPenney,      None
 Mesquite, Texas                  1986                         425,482    Sears
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                      Ownership    Total GLA/Mall
                        Year Opened/  Interest %  and Freestanding
Name of Center/         Remodeled or of Operating GLA Square Feet                                 Anchor
     Location (/1/)       Expanded   Partnership       (/2/)                  Anchors            Vacancies
----------------------- ------------ ------------ ---------------- ----------------------------- ---------

<S>                     <C>          <C>          <C>              <C>                           <C>
Tysons Galleria            1988/          50           810,710/    Macy's, Neiman Marcus,          None
 McLean, Virginia        1994,1997                      298,777    Saks Fifth Avenue

Vista Ridge Mall           1989/          50         1,053,369/    Dillard's, Foley's,             None
 Lewisville, Texas          1991                        380,307    JCPenney, Sears

Washington Park Mall       1984/          50           351,469/    Dillard's, JCPenney,            None
 Bartlesville, Oklahoma     1986                        157,173    Sears

West Oaks Mall             1996/          50         1,071,183/    Dillard's, JCPenney,            None
 Ocoee (Orlando),
  Florida                   1998                        365,854    Parisian, Sears

Westroads Mall             1968/          51         1,085,515/    JCPenney, The Jones Store,      None
 Omaha, Nebraska         1995,1999                      373,895    Von Maur, Younkers

The Woodlands Mall         1994/          25         1,177,816/    Dillard's, Foley's, JCPenney,   None
 The Woodlands,             1998                        351,301    Mervyn's, Sears
 (Houston), Texas
</TABLE>

--------
(1) In certain cases where a Center's location is part of a larger metropolitan
    area, the metropolitan area is identified in parenthesis.
(2) Includes square footage added in redevelopment/expansion projects.

                                       20
<PAGE>


         Anchors  Anchors have traditionally been a major factor in the
                  public's image of an enclosed shopping center. Anchors are
                  generally department stores whose merchandise appeals to a
                  broad range of shoppers. Anchors either own their stores,
                  the land under them and adjacent parking areas, or enter
                  into long-term leases at rates that are generally lower than
                  the rents charged to Mall Store tenants. Although the
                  Portfolio Centers receive a smaller percentage of their
                  operating income from Anchors than from Mall Stores, strong
                  Anchors play an important part in maintaining customer
                  traffic and making the Portfolio Centers desirable locations
                  for Mall Store tenants.

                  The following table indicates the parent company of each
                  Anchor and sets forth the number of stores and square feet
                  owned or leased by each Anchor at the Portfolio Centers as
                  of December 31, 2000.

                                 GENERAL GROWTH PROPERTIES, INC.
                                        PORTFOLIO ANCHORS
                                     AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                             Total  Square Feet
                                 Name                        Stores   (000's)
            -----------------------------------------------  ------ -----------
            <S>                                              <C>    <C>
            Sears                                              82     11,775
            JCPenney                                           79      8,957
            Dillard's Inc.
              Dillard's                                        41      6,487
              Dillard's Home Store                              1         22
                                                              ---     ------
                Sub-Total Dillard's Inc.                       42      6,409
                                                              ===     ======
            Target Corporation
              Target                                           16      1,758
              Mervyn's                                         16      1,353
              Marshall Fields                                   3        692
              Dayton's                                          4        532
              Hudson's                                          6        695
                                                              ---     ------
                Sub-Total Target Corporation                   45      5,030
                                                              ===     ======
            May Department Stores Company
              Foley's                                          11      1,623
              Robinson's-May                                    6        985
              Filene's                                          3        520
              Filene's Home Store                               1         36
              Lord & Taylor                                     5        577
              Strawbridge and Clothier                          1        218
              Hecht's                                           2        345
              Famous Barr                                       2        272
              The Jones Store                                   1        175
                                                              ---     ------
                Sub-Total May Department Stores Company        34      4,949
                                                              ===     ======
            Federated Department Stores, Inc.
              Macy's                                           14      2,512
              Rich's                                            5        937
              Burdines                                          5        676
              The Bon Marche                                    2        321
              Lazarus                                           1         50
                                                              ---     ------
                Sub-Total Federated Department Stores, Inc.    27      4,496
                                                              ===     ======
</TABLE>

                                      21
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                               PORTFOLIO ANCHORS
                            AS OF DECEMBER 31, 2000
                                  (continued)

<TABLE>
<CAPTION>
                                                      Total  Square Feet
                              Name                    Stores   (000's)
            ----------------------------------------  ------ -----------
            <S>                                       <C>    <C>
            Saks Holdings Incorporated
              Younkers                                   8        982
              Parisian                                   3        395
              Carson Pirie Scott                         1        138
              Boston Store                               1        211
              Bergners                                   1        154
              McRae's                                    1        124
              Saks Fifth Avenue                          1        120
              Proffitt's                                 1         90
              Herberger's                                1         71
                                                       ---      -----
                Sub-Total Saks Holdings Incorporated    18      2,285
                                                       ===      =====
            Montgomery Ward & Co.                        7        907
            Belk
              Belk                                       9      1,144
              Belk Men's                                 1         34
                                                       ---      -----
                Sub-Total Belk                          10      1,178
                                                       ===      =====
            Kohl's                                       6        544
            Neiman-Marcus                                3        423
            Boscov                                       4        552
            Liberty House                                2        377
            KMart                                        3        301
            The Bon Ton                                  3        312
            Gottschalks                                  3        268
            Nordstrom                                    3        388
            Wal-Mart                                     2        196
            Von Maur                                     1        179
            Scheel's All Sports                          2        155
            Harris                                       1        150
            Elder-Beerman                                3        141
            Cub Foods                                    1        130
            Ames                                         2        176
            Burlington Coat Factory                      1        101
            Galyans                                      1        100
            Dick's Sporting Goods                        1         80
            Oshman's                                     1         64
            Service Merchandise                          1         59
            Rosa's Home Store                            1         57
            Beall's                                      2         56
            The Emporium                                 1         50
            Toys "R" Us                                  1         47
            Winn-Dixie                                   1         47
            Stein Mart                                   1         39
            Stage                                        1         35
            Old Navy Clothing Company                    1         34
            Ross Dress for Less                          1         28
</TABLE>

                                       22
<PAGE>


   Ground Leases  The Company currently leases the land under Rio West Mall, a
                  portion of the Fallbrook Mall land and a portion of the
                  SouthShore and Bayshore parking areas. In addition, Prince
                  Kuhio Plaza, one of the Homart Centers, and the office
                  building owned and used by the Company as its headquarters
                  are subject to long-term ground leases. The leases generally
                  contain various purchase options in favor of the Company and
                  typically provide for a right of first refusal in favor of
                  the Company in the event of a proposed sale of the property
                  by the landlord.

                  For other information concerning the Portfolio Centers see
                  "Item 1--Business--Business of the Company" and for
                  additional information concerning the mortgage debt
                  encumbering the Wholly-Owned Centers, see Note 5. As stated
                  in Item 1 above, management of the Company believes that
                  each of the properties in the Company Portfolio is
                  adequately insured.

   ITEM 3. LEGAL  The Company is not currently involved in any material
     PROCEEDINGS  litigation nor, to the Company's knowledge, is any material
                  litigation currently threatened against the Company, the
                  properties or any of the Unconsolidated Joint Ventures other
                  than routine litigation arising in the ordinary course of
                  business, most of which is expected to be covered by
                  liability insurance. For information about certain
                  environmental matters, see "Item 1--Business--Environmental
                  Matters."

ITEM 4. SUBMISSIONNo matters were submitted to a vote of General Growth's
   OF MATTERS TO Astockholders during the fourth quarter of fiscal 2000.
           VOTE OF
          SECURITY
           HOLDERS

         PART II
  ITEM 5. MARKET  The Common Stock is listed on the New York Stock Exchange
FOR REGISTRANT'S  ("NYSE") and trades under the symbol "GGP". As of March 14,
   COMMON EQUITY  2001, the 52,374,034 outstanding shares of Common Stock were
     AND RELATED  held by approximately 1,388 stockholders of record. The
     STOCKHOLDER  closing price per share of the Common Stock on the NYSE on
         MATTERS  such date was $34.40 per share.

                  Set forth below are the high and low sales prices per share
                  of Common Stock as reported on the composite tape, and the
                  distributions per share of Common Stock declared for each
                  such period.

<TABLE>
<CAPTION>
                                Price
              2000          -------------
              Quarter                       Declared
              Ended          High   Low   Distribution
              -------       ------ ------ ------------
              <S>           <C>    <C>    <C>
              March 31      $30.56 $30.44     $.51
              June 30       $32.60 $31.75     $.51
              September 30  $33.06 $32.19     $.51
              December 31   $36.50 $36.12     $.53
</TABLE>

<TABLE>
<CAPTION>
                                Price
              1999          -------------
              Quarter                       Declared
              Ended          High   Low   Distribution
              -------       ------ ------ ------------
              <S>           <C>    <C>    <C>
              March 31      $38.44 $31.25     $.49
              June 30       $38.63 $31.13     $.49
              September 30  $35.63 $31.06     $.49
              December 31   $31.69 $25.00     $.51
</TABLE>

                                      23
<PAGE>

<TABLE>
<CAPTION>
                                Price
              1998          -------------
              Quarter                       Declared
              Ended          High   Low   Distribution
              -------       ------ ------ ------------
              <S>           <C>    <C>    <C>
              March 31      $38.00 $34.88     $.47
              June 30       $38.63 $34.44     $.47
              September 30  $38.69 $33.19     $.47
              December 31   $37.94 $32.88     $.47
</TABLE>

ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands, except per Share Amounts)

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

<TABLE>
<CAPTION>
                               2000        1999         1998        1997       1996
                             ---------  -----------  -----------  ---------  --------
   <S>                       <C>        <C>          <C>          <C>        <C>
   OPERATING DATA
   Revenue                   $ 698,767  $   612,342  $   426,576  $ 291,147  $217,405
   Operating Expenses          226,234      206,088      151,784    109,677    75,954
   Depreciation and
    Amortization               126,689      112,874       75,227     48,509    39,809
   Interest Expense, Net       205,623      169,502      109,840     70,252    66,439
   Equity in Net Income of
    Unconsolidated
    Affiliates                  50,063       19,689       11,067     19,344    17,589
   Net gain on sales
    including CenterMark in
    1997 & 1996                     44        4,412          196     58,647    43,821
                             ---------  -----------  -----------  ---------  --------

   Income Before Minority
    Interest                   190,328      147,979      100,988    140,700    96,613
   Minority Interest           (52,380)     (33,058)     (29,794)   (49,997)  (34,580)
                             ---------  -----------  -----------  ---------  --------
   Income Before
    Extraordinary Items        137,948      114,921       71,194     90,703    62,033
   Extraordinary Items              --      (13,796)      (4,749)    (1,152)   (2,291)
                             ---------  -----------  -----------  ---------  --------
   Net Income                  137,948      101,125       66,445     89,551    59,742
                             ---------  -----------  -----------  ---------  --------
   Convertible Preferred
    Stock Dividends            (24,467)     (24,467)     (13,433)        --        --
   Net Income available to
    common stockholders      $ 113,481  $    76,658  $    53,012  $  89,551  $ 59,742
                             =========  ===========  ===========  =========  ========

   Earnings Before
    Extraordinary Item Per
    Share--Basic                  2.18         1.97         1.60       2.78      2.20
   Earnings Before
    Extraordinary Item Per
    Share--Diluted                2.18         1.96         1.59       2.76      2.20
   Net Earnings Per Share--
    Basic                         2.18         1.67         1.46       2.75      2.12
   Net Earnings Per Share--
    Diluted                       2.18         1.66         1.46       2.73      2.12
   Distributions Declared
    Per Share                     2.06         1.98         1.88       1.80      1.72

   CASH FLOW DATA
   Operating Activities      $ 309,474  $   222,134  $   118,304  $ 101,149  $ 67,202
   Investing Activities       (379,285)  (1,254,697)  (1,513,147)  (183,535)  (29,285)
   Financing Activities         71,447    1,038,526    1,388,575     92,337   (40,268)

   FUNDS FROM OPERATIONS
    (/1/)
   Operating Partnership     $ 330,299  $   274,234  $   192,274  $ 147,625  $114,721
   Minority Interest           (90,805)     (82,631)     (69,182)   (52,890)  (42,115)
   Funds From Operations--
    Company                    239,494      191,603      123,092     94,735    72,606
</TABLE>

                                      24
<PAGE>

<TABLE>
   <S>                    <C>        <C>        <C>        <C>        <C>
   BALANCE SHEET DATA
   Investment in Real
    Estate Assets--Cost   $5,439,466 $5,023,690 $4,063,097 $2,157,251 $1,828,184
   Total Assets            5,284,104  4,954,895  4,027,474  2,097,719  1,757,717
   Total Debt              3,244,126  3,119,534  2,648,776  1,275,785  1,168,522
   Redeemable Preferred
    Units                    175,000         --         --         --         --
   Convertible Preferred
    Stock                    337,500    337,500    337,500         --         --
   Stockholders' Equity      938,418    927,758    585,707    498,505    330,267
</TABLE>

--------
(1) Funds from Operations (as defined below) does not represent cash flow from
    operations as defined by Generally Accepted Accounting Principles ("GAAP")
    and is not necessarily indicative of cash available to fund all cash
    requirements.

      Funds From  Funds from Operations is used by the real estate industry
      Operations  and investment community as a primary measure of the
                  performance of real estate companies. As revised in October
                  1999, the National Association of Real Estate Investment
                  Trusts ("NAREIT") defines Funds from Operations as net
                  income (loss) (computed in accordance with GAAP), excluding
                  gains (or losses) from debt restructuring and sales of
                  properties, plus real estate related depreciation and
                  amortization and after adjustments for unconsolidated
                  partnerships and joint ventures. In calculating its Funds
                  from Operations, the Company also excluded gains on land
                  sales, if any, through 1999. The NAREIT definition of Funds
                  from Operations does not exclude the aforementioned item.
                  The Company's Funds from Operations may not be directly
                  comparable to similarly titled measures reported by other
                  real estate investment trusts. Funds from Operations does
                  not represent cash flow from operating activities in
                  accordance with GAAP and should not be considered as an
                  alternative to net income (determined in accordance with
                  GAAP) as an indication of the Company's financial
                  performance or to cash flow from operating activities
                  (determined in accordance with GAAP) as a measure of the
                  Company's liquidity, nor is it indicative of funds available
                  to fund the Company's cash needs, including its ability to
                  make cash distributions.

RECONCILIATION OF NET INCOME DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO FUNDS FROM OPERATIONS:

<TABLE>
<CAPTION>
                                                   2000     1999      1998
                                                 -------- --------  --------
   <S>                                           <C>      <C>       <C>
   Net Income available to common stockholders   $113,481 $ 76,658  $ 53,012
   Extraordinary item--charges related to early
    retirement of debt                                 --   13,796     4,749
   Allocations to Operating Partnership
    unitholders                                    43,026   33,058    29,794
   Net loss (gain) on sales                         1,005   (4,412)     (196)
   Depreciation and amortization                  172,787  155,134   104,915
                                                 -------- --------  --------
   Funds From Operations                         $330,299 $274,234  $192,274
                                                 ======== ========  ========
</TABLE>

                                      25
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


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

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

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

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

         Certain  As of December 31, 2000, the Company owned 100% of the
     Information  fifty-three Wholly-Owned Centers, 50% of the stock of
       About The  GGP/Homart, 50% of the membership interest in GGP/Homart II,
         Company  51% of the stock of GGP Ivanhoe, 51% of the stock of GGP
       Portfolio  Ivanhoe III, 50% of Quail Springs Mall and Town East Mall,
                  (collectively, the "Company Portfolio") and a non-voting
                  preferred stock ownership interest (representing 95% of the
                  equity interest) in GGMI. On January 1, 2001, the Operating
                  Partnership purchased the common stock of GGMI and the
                  preferred stock of GGMI, which was 100% owned by the
                  Company, was cancelled as discussed below.

                                      26
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  Reference is made to Notes 3 and 4 for a further discussion
                  of such entities owned by the Company. As of December 31,
                  2000, GGP/Homart owned interests in twenty-three shopping
                  centers, GGP/Homart II owned interests in seven shopping
                  centers, GGP Ivanhoe owned interests in two shopping
                  centers, and GGP Ivanhoe III owned interests in eight
                  shopping centers.

                  As used in this Annual Report, the term "GLA" refers to
                  gross leaseable retail space, including Anchors and mall
                  tenant areas; the term "Mall GLA" refers to gross leaseable
                  retail space, excluding Anchors; the term "Anchor" refers to
                  a department store or other large retail store; the term
                  "Mall Stores" refers to stores (other than Anchors) that are
                  typically specialty retailers who lease space in shopping
                  centers; and the term "Freestanding GLA" means gross
                  leaseable area of freestanding retail stores in locations
                  that are not attached to the primary complex of buildings
                  that comprise a regional mall shopping center.

                  The Mall Store and Freestanding Store portions of the
                  centers in the Company Portfolio which were not undergoing
                  redevelopment on December 31, 1999, had an occupancy rate of
                  approximately 90.1% as of such date. On December 31, 2000,
                  the Mall Store and Freestanding Store portions of the
                  centers in the Company Portfolio which were not undergoing
                  redevelopment were approximately 91.0% occupied,
                  representing an increase in occupancy percentage of 0.9%
                  over 1999.

                  Total annualized sales averaged $357 per square foot for the
                  Company Portfolio for the year ended December 31, 2000, an
                  increase of $16 per square foot over the comparable amount
                  for 1999. For the year ended December 31, 2000, total Mall
                  Store sales for the Company Portfolio increased by 7.4% over
                  the same period in 1999. Comparable Mall Store sales are
                  current sales of those certain tenants that were open during
                  the previous measuring period compared to the sales of those
                  same tenants for the previous measuring period. Therefore,
                  Comparable Mall Store sales in the year ended December 31,
                  2000 are of those tenants that were also operating for the
                  full year ended December 31, 1999. Comparable Mall Store
                  sales in the year ended December 31, 2000 increased by 2.4%
                  over the same period in 1999.

                  The average Mall Store rent per square foot from leases that
                  expired in the year ended December 31, 2000 was $29.29. The
                  Company Portfolio benefited from increasing rents inasmuch
                  as the average Mall Store rent per square foot on new and
                  renewal leases executed during 2000 was $35.24, or $5.95 per
                  square foot above the average for expiring leases.

RESULTS OF
OPERATIONS OF     General:
THE COMPANY       Company revenues are primarily derived from fixed minimum
                  rents, overage rents and recoveries of operating expenses
                  from tenants. Inasmuch as the Company's financial statements
                  reflect the use of the equity method to account for its
                  investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP
                  Ivanhoe III, GGMI, Quail Springs Mall and Town East Mall,
                  the discussion of results of operations which follows
                  relates primarily to the revenues and expenses of the
                  Wholly-Owned Centers. In addition, during 1999, the Company
                  opened Rivertown Crossings and purchased interests in the
                  following Wholly-Owned Centers: The Crossroads, Ala Moana,
                  and Baybrook. Also

                                      27
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  during 1999, the Company contributed its 100% interests in
                  one development project, Stonebriar, as well as three
                  operating properties, Northbrook Court, Natick, and
                  Altamonte to GGP/Homart II, an unconsolidated entity. During
                  April 2000, the Company purchased a 100% interest in
                  Crossroads Center. For purposes of the following discussion
                  of the results of operations, the net effect of acquisitions
                  will include the effect of the Rivertown Crossings opening,
                  the effect of the new acquisitions in 1999 and 2000 and the
                  effect of the three operating properties contributed to
                  GGP/Homart II.

                  Comparison of Year Ended December 31, 2000 To Year Ended
                  December 31, 1999
                  Total revenues for 2000 were $698.8 million, which
                  represents an increase of $86.5 million or approximately
                  14.1% from $612.3 million in 1999. Approximately
                  $46.5 million or 52.7% of the increase was from properties
                  acquired or developed after July 30, 1999. Minimum rent
                  during 2000 increased $52.5 million or 13.5% from $387.5
                  million in 1999 to $440 million. The acquisition and
                  development of properties generated a $27.9 million increase
                  in minimum rents. Expansion space, specialty leasing and a
                  combination of occupancy, rental charges and allowance
                  reserve adjustments at the comparable centers accounted for
                  the remaining increase in minimum rents. Tenant recoveries
                  increased by $32.9 million or 18.2% from $180.6 million to
                  $213.5 million in 2000. The increase in tenant recoveries
                  was generated by a combination of new acquisitions and
                  increased recoverable operating costs at the comparable
                  centers. Overage rents increased $1.6 million or 6.0% from
                  $27.0 million in 1999 to $28.6 million in 2000 as a result
                  of the acquisition of new properties and improved
                  performance at the comparable centers. Fee income for 2000
                  increased $1.6 million or 29.6% from $5.4 million in 1999 to
                  $7.0 million in 2000. The fee revenue was primarily
                  generated by asset management services performed for
                  GGP/Homart and GGP/Homart II.

                  Total expenses, including depreciation and amortization,
                  increased by approximately 10.6% or $33.9 million, from $319
                  million in 1999 to $352.9 million in 2000. The majority of
                  the increase in total expenses was attributable to
                  properties acquired and developed in 1999 and 2000. The
                  increase in total expenses from the new properties consists
                  primarily of approximately $3.6 million of real estate
                  taxes, $9.9 million of property operating costs, and $6.0
                  million of depreciation and amortization.

                  Interest expense increased by $32.1 million or 17.3% from
                  $186 million in 1999 to $218.1 million in 2000,
                  substantially all due to indebtedness incurred in connection
                  with the acquisition of new properties in 1999 and 2000. The
                  note receivable from GGMI generated $6.8 million of interest
                  income in 2000, a decrease of $4.6 million from $11.4
                  million in 1999.

                  Equity in net income of unconsolidated affiliates during
                  2000 increased by $30.3 million to $50.0 million from $19.7
                  million in 1999. GGP/Homart II accounted for an increase of
                  approximately $19.0 million. The Company's ownership
                  interest in GGMI resulted in an increase of $11.1 million..

                  Net income after extraordinary items increased by
                  approximately $36.8 million in 2000 to $137.9 million, from
                  $101.1 million in 1999. The increase resulted from a
                  combination of the above items.

                                      28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


                  Comparison of Year Ended December 31, 1999 To Year Ended
                  December 31, 1998
                  Total revenues for 1999 were $612.3 million, which
                  represents an increase of $185.7 million or approximately
                  43.5% from $426.6 million in 1998. Approximately
                  $168.2 million of the increase was from properties acquired
                  or developed after January 1, 1998. Minimum rent during 1999
                  increased $118.5 million or 44.1% from $269.0 million in
                  1998 to $387.5 million. $103.8 million of the increase in
                  minimum rent resulted from the acquisition and development
                  of properties after January 1, 1998. Tenant recoveries
                  (amounts received from tenants related to property operating
                  costs) increased by $49.7 million or 38.0% from $130.9
                  million to $180.6 million in 1999. The increase in tenant
                  recoveries was generated by a combination of new
                  acquisitions and increased recoverable operating costs at
                  the comparable centers (properties owned for the entire time
                  during current and prior periods). Overage rents and other
                  income increased $16.8 million or 76.4% from $22.0 million
                  in 1998 to $38.8 million in 1999 primarily due to the
                  acquisition of new properties and improved performance at
                  the comparable centers. Fee income increased slightly during
                  1999 as compared to the year ended December 31, 1998
                  primarily due to fee revenue generated by asset management
                  services performed for the Unconsolidated Joint Ventures.

                  Total expenses, including depreciation and amortization,
                  increased by approximately 40.5% or $92 million, from $227.0
                  million in 1998 to $319 million in 1999. Approximately $86.5
                  million or 94.0% of the increase in total expenses related
                  to properties acquired and developed since January 1, 1998.
                  The remaining $5.5 million of the increase was primarily
                  accounted for by increased operating costs, the majority of
                  which were recoverable from tenants. The increase in total
                  expenses consists of $12 million of real estate taxes, $2.3
                  million of management fees, $36.6 million of property
                  operating costs, $2.0 million of provision for doubtful
                  accounts, $1.3 million of general and administrative and
                  $37.6 million of depreciation and amortization.

                  Interest expense increased by $60.2 million or 47.8% from
                  $125.8 million in 1998 to $186 million in 1999. Debt used to
                  fund acquisitions generated a $53.9 million increase in
                  interest expense in 1999 compared to 1998. This increase was
                  partially offset by the use of a portion of the proceeds of
                  the Company's public offering of Common Stock to repay
                  existing indebtedness. The note receivable from GGMI
                  generated $11.4 million of interest income in 1999, an
                  increase of $0.7 million from $10.7 million in 1998.

                  Net income after extraordinary items increased by
                  approximately $34.7 million in 1999 to $101.1 million from
                  $66.4 million in 1998. The increase resulted from a
                  combination of the above items.

   Liquidity and  As of December 31, 2000, the Company held approximately
         Capital  $27.2 million of unrestricted cash and cash equivalents. The
    Resources of  Company uses operating cash flow as the principal source of
     The Company  internal funding for short-term liquidity and capital needs
                  such as tenant construction allowances and minor
                  improvements made to individual properties that are not
                  recoverable through common area maintenance charges to
                  tenants. External funding alternatives for longer-term
                  liquidity needs such as acquisitions, new development,
                  expansions and major renovation programs at individual
                  centers include construction loans, mini-permanent loans,
                  long-term project financing, joint venture

                                      29
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  financing with institutional partners, additional Operating
                  Partnership level or Company level equity securities,
                  unsecured Company level debt or secured loans collateralized
                  by individual shopping centers. In addition, the Company has
                  access to the public equity and debt markets through a
                  currently effective shelf registration statement under which
                  up to $329.2 million in equity or debt securities may be
                  issued from time to time. The Company also has a revolving
                  credit facility and term loans (with a collective balance of
                  approximately $265 million at December 31, 2000) which
                  mature on July 31, 2003 as discussed below. The Company
                  currently anticipates that it will be able to increase, if
                  necessary, the aggregate principal amounts available to be
                  borrowed under such facilities from an aggregate of $390
                  million as of December 31, 2000 to $650 million.

                  As of December 31, 2000, the Company had consolidated debt
                  of approximately $3,244 million, of which $1,833 million is
                  comprised of debt bearing interest at a fixed rate, with the
                  remaining $1,411 million bearing interest at floating rates.
                  Reference is made to Note 5 and Items 2 and 7A of the
                  Company's Annual Report on Form 10-K for additional
                  information regarding the Company's debt and the potential
                  impact on the Company of interest rate fluctuations.

                  The following summarizes certain significant investment and
                  financing transactions currently planned or completed since
                  December 31,1999:

                  The Company had previously advanced approximately $31
                  million collateralized by a second mortgage on the
                  Crossroads Center in St. Cloud (Minneapolis), Minnesota. In
                  connection with the second mortgage (as modified in February
                  2000) the Company acquired the property in April 2000 as
                  further described in Note 3.

                  In January 2000, the Company obtained a new $200 million
                  unsecured short-term bank loan. The Company's initial draw
                  under this loan was $120 million which was used to fund
                  ongoing redevelopment projects and repay an $83 million
                  interim loan obtained in September 1999. This loan bore
                  interest at LIBOR plus 150 basis points and the remaining
                  available amounts were drawn by June 30, 2000. The loan was
                  repaid on August 1, 2000 with the proceeds of a new
                  revolving credit facility (the "Revolver") and the term loan
                  (the "Term Loan") described below.

                  In May 2000, the Company received approximately $170.6
                  million of net proceeds through the issuance of preferred
                  units of membership interest in GGPLP L.L.C. as more fully
                  described in Note 1. These units provide for annual 8.95%
                  preferred distributions and have a liquidation preference of
                  $175 million. The net proceeds were used primarily to reduce
                  the Company's outstanding short-term floating rate debt.

                  As of July 31, 2000, the Company completed the refinancing
                  of its Credit Facility. The Company's outstanding draws
                  under the Revolver, its new unsecured revolving credit
                  facility, were approximately $35 million as of December 31,
                  2000. The Revolver has a maturity of July 31, 2003 and bears
                  interest at a rate per annum equal to LIBOR plus 100 to 190
                  basis points depending on the Company's average leverage
                  ratio. In addition, the Company obtained an unsecured Term
                  Loan which had an outstanding balance of $230 million at
                  December 31, 2000. The Term Loan has a maturity of July 31,
                  2003 and bears interest at a rate per annum equal to LIBOR
                  plus 100 to 170 basis points depending on the Company's
                  average leverage ratio.

                                      30
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


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

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

                  Approximately $392 million of the Company's debt is
                  scheduled to mature in 2001. Although agreements to
                  refinance all of such indebtedness have not yet been
                  reached, the Company anticipates that all of its debt will
                  be repaid on a timely basis. Other than as described above
                  or in conjunction with possible future acquisitions, there
                  are no current plans to incur additional debt, increase the
                  amounts available under the Revolver or Term Loans or raise
                  equity capital. If additional capital is required, the
                  Company believes that it can increase the amounts available
                  under the Revolver or Term Loans, obtain an interim bank
                  loan, obtain additional mortgage financing on under-
                  leveraged assets, enter into new joint venture partnership
                  arrangements or raise additional debt or equity capital.
                  However, there can be no assurance that the Company can
                  obtain such financing on satisfactory terms. The Company
                  will continue to monitor its capital structure, investigate
                  potential investments or joint venture partnership
                  arrangements and purchase additional properties if they can
                  be acquired and financed on terms that the Company
                  reasonably believes will enhance long-term stockholder
                  value. When property operating cash flow has been increased,
                  the Company anticipates the refinancing of portions of its
                  long-term floating rate debt with pooled or property-
                  specific non-recourse fixed-rate mortgage financing.
                  Accordingly, the Company anticipates that up to
                  approximately $1,000 million of collateralized floating rate
                  debt may be replaced in 2001 with new floating rate or long-
                  term fixed rate mortgage financing.

                  Net cash provided by operating activities was $309.5 million
                  in 2000, an increase of $87.4 million from $222.1 million in
                  the same period in 1999. Net income before allocations to
                  the minority interest increased $42.3 million, which was
                  primarily due to earnings attributable to properties
                  acquired in 2000 and 1999.

      Summary of  Net cash used by investing activities was $379.3 million in
       Investing  2000 compared to $1,254.7 million of cash used in 1999. Cash
      Activities  flow from investing activities was impacted by acquisitions,
                  development and improvements to real estate properties,
                  which utilized cash of approximately $286.7 million in 2000
                  and $1,248.4 million in 1999 due to fewer acquisitions of
                  investment property in 2000 as compared to 1999.

                  Net cash used by investing activities in 1999 was $1,254.7
                  million, compared to a use of $1,513.1 million in 1998. Cash
                  flow from investing activities was affected by the timing of
                  acquisitions, development and improvements to real estate
                  properties, requiring a use of cash of approximately
                  $1,248.4 million in 1999 compared to $1,360.1 million in
                  1998.

                                      31
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


      Summary of  Financing activities in 2000 provided $71.4 million of cash
       Financing  compared to a $1,038.5 million source of cash flow in 1999.
      Activities  The proceeds from the issuance of the preferred units of
                  membership interest provided approximately $170.6 million of
                  cash from financing activities in 2000. The majority of the
                  cash flow from financing activities in 1999 were from the
                  $1,736.1 million of proceeds of mortgage and other notes
                  payable. Distributions to common stockholders and the
                  minority interests in the Operating Partnership were $152.5
                  million in 2000 compared to $120.8 million in 1999. The
                  increase in distributions is due to the increased
                  distribution rate on the Common Stock and Operating
                  Partnership Units during 2000 compared to 1999 as well as
                  the issuance of the preferred units of membership interest
                  as discussed above and in Note 1.

                  Financing activities provided cash of $1,038.5 million in
                  1999, compared to $1,388.6 million in 1998. The Common Stock
                  offering in July 1999 provided net proceeds of approximately
                  $330.3 million which, as described in Note 1, was utilized
                  to reduce outstanding indebtedness and to fund the
                  acquisition of the Ala Moana Center. As also described in
                  Note 1, General Growth completed a public offering of
                  preferred stock in June 1998, the net proceeds of which
                  (approximately $322.7 million) were used primarily to reduce
                  acquisition-related financing and amounts drawn on the
                  Company's Credit Facility. Such payments are reflected in
                  the use of cash for financing activities for principal
                  payments on mortgage notes and other debt in 1999 and 1998.
                  An additional significant contribution of cash from
                  financing activity is financing from mortgages and
                  acquisition debt, which had a positive impact of $1,736
                  million in 1999 versus approximately $2,093 million in 1998.
                  The additional financing was used to repay existing
                  indebtedness and to fund the acquisitions and redevelopment
                  of real estate as discussed above. The remaining uses of
                  cash consisted primarily of increased distributions
                  (including dividends paid to preferred stockholders in 1999
                  and 1998).

                  General Growth has established a Dividend Reinvestment and
                  Stock Purchase Plan ("DRSP") under which it has reserved for
                  issuance up to 1,000,000 shares of Common Stock. The DRSP,
                  in general, allows participants to make purchases of Common
                  Stock from dividends received or additional cash
                  investments. Although the purchase price of the Common Stock
                  is determined by the current market price, the purchases are
                  made without fees or commissions. General Growth can satisfy
                  DRSP Common Stock purchase needs through the issuance of new
                  shares of Common Stock or by repurchases of currently
                  outstanding Common Stock. Any new issuances of Common Stock
                  pursuant to the DRSP will not reduce amounts otherwise
                  available under the Company's currently effective shelf-
                  registration described above.

            REIT  In order to remain qualified as a real estate investment
    Requirements  trust for federal income tax purposes, the Company must
                  distribute 100% of capital gains and at least 95% (90% in
                  2001 and subsequent years) of its ordinary taxable income to
                  stockholders. The following factors, among others, will
                  affect operating cash flow and, accordingly, influence the
                  decisions of the Board of Directors regarding distributions:
                  (i) scheduled increases in base rents of existing leases;
                  (ii) changes in minimum base rents and/or percentage rents
                  attributable to replacement of existing leases with new or
                  renewal leases; (iii) changes in occupancy rates at existing
                  centers and procurement of leases for newly developed
                  centers; and (iv) the Company's share of operating cash flow

                                      32
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  generated by the Unconsolidated Joint Ventures, to the
                  extent distributed to the Company, less oversight costs and
                  debt service on additional loans that have been or will be
                  incurred to finance Company acquisitions. The Company
                  anticipates that its operating cash flow, and potential new
                  debt or equity from future offerings, new financings or
                  refinancings will provide adequate liquidity to conduct its
                  operations, fund general and administrative expenses, fund
                  operating costs and interest payments and allow
                  distributions to the Company's preferred and common
                  stockholders in accordance with the requirements of the
                  Internal Revenue Code of 1986, as amended, for continued
                  qualification as a real estate investment trust and to avoid
                  any Company level federal income or excise tax and will
                  elect to have GGMI treated as a TRS.

                  On January 1, 2001 the REIT provisions of the Tax Relief
                  Extension Act of 1999 became effective. Among other things,
                  the law permits a REIT to own up to 100% of the stock of a
                  TRS. A TRS, which must pay corporate income tax, can provide
                  services to REIT tenants and others without disqualifying
                  the rents that a REIT receives from its tenants.
                  Accordingly, on January 1, 2001 the Company acquired for
                  nominal consideration 100% of the common stock of GGMI and
                  will elect to have GGMI treated as a TRS. In connection with
                  the acquisition, the GGMI preferred stock owned by the
                  Company was cancelled and approximately $40 million of the
                  outstanding loans owed by GGMI to the Company were
                  contributed to the capital of GGMI. The Company and GGMI
                  concurrently terminated the management contracts for the
                  Wholly-Owned Centers as the management activities will be
                  performed directly by the Company. GGMI will continue to
                  manage, lease, and perform various other services for the
                  Unconsolidated Centers and other properties owned by
                  unaffiliated third parties.

 Recently Issued  As more fully described in Note 12, certain accounting
      Accounting  pronouncements were issued in 2000, which became effective
  Pronouncements  in 2000 or will become effective in 2001. The Company does
                  not expect the application of such new pronouncements to
                  have a significant impact on its annual reported results of
                  operations.

        Economic  Inflation has been relatively low and has not had a
      Conditions  significant detrimental impact on the Company. Should
                  inflation rates increase in the future, substantially all of
                  the Company's tenant leases contain provisions designed to
                  mitigate the negative impact of inflation. Such provisions
                  include clauses enabling the Company to receive percentage
                  rents based on tenants' gross sales, which generally
                  increase as prices rise, and/or escalation clauses, which
                  generally increase rental rates during the terms of the
                  leases. In addition, many of the leases are for terms of
                  less than 10 years which may enable the Company to replace
                  or renew expiring leases with new leases at higher base
                  and/or percentage rents, if rents under the expiring leases
                  are below the then-existing market rates. Finally, most of
                  the existing leases require the tenants to pay their share
                  of certain operating expenses, including common area
                  maintenance, real estate taxes and insurance, thereby
                  reducing the Company's exposure to increases in costs and
                  operating expenses resulting from inflation.

                  Inflation also poses a potential threat to the Company due
                  to the possibility of future increases in interest rates.
                  Such increases would adversely impact the Company due to the
                  amount of its outstanding floating rate debt. However, in
                  recent years, the Company's ratio of interest expense to
                  cash flow has continued to decrease. Therefore,

                                      33
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  the relative risk the Company bears due to interest expense
                  exposure has been declining. In addition, the Company has
                  limited its exposure to interest rate increases on a portion
                  of its floating rate debt by arranging interest rate cap
                  agreements as described below. Finally, the Company has a
                  policy of replacing floating rate debt with fixed rate debt
                  as market conditions allow. (See Note 5).

                  The current retail sector is experiencing declining growth
                  and certain portions of the retail economy is in decline.
                  Such reversals or reductions in the retail market adversely
                  impacts the Company as demand for leasable space is reduced
                  and rents computed as a percentage of tenant sales declines.
                  In addition, the number of local, regional and national
                  retailers, including tenants of the Company, filed for
                  bankruptcy protection during the last few years. Most of the
                  bankrupt retailers reorganized their operations and/or sold
                  stores to stronger operators. Although some leases were
                  terminated pursuant to the lease cancellation rights
                  afforded by the bankruptcy laws, the impact on Company
                  earnings was negligible. Over the last three years, the
                  provision for doubtful accounts has averaged only
                  $3.0 million per year, which represents less than 1% of
                  average total revenues of $579.2 million.

                  The Company and its affiliates currently have interests in
                  95 operating shopping centers. The Portfolio Centers are
                  diversified both geographically and by property type (both
                  major and middle market properties) and this may mitigate
                  the impact of a potential economic downturn at a particular
                  property or in a particular region of the country.

                  The shopping center business is seasonal in nature. Mall
                  stores typically achieve higher sales levels during the
                  fourth quarter because of the holiday selling season.
                  Although the Company has a year-long temporary leasing
                  program, a significant portion of the rents received from
                  short-term tenants are collected during the months of
                  November and December. Thus, occupancy levels and revenue
                  production are generally highest in the fourth quarter of
                  each year and lower during the first and second quarters of
                  each year.

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

                  In order to enhance the value and competitiveness of its
                  properties through technology, the Company has commenced
                  construction of an integrated broadband distribution system
                  that will provide tenants at its properties with a private
                  wide-area network, as well as supporting applications and
                  equipment (the "Broadband System"), that will link tenants
                  and mall locations via the Internet. The Company anticipates
                  that the Broadband System will be installed and operating at
                  substantially all of its properties before the end of the
                  second quarter of 2001 as more fully discussed in Note 3.

                                      34
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


        ITEM 7A.  The Company has not entered into any transactions using
    QUANTITATIVE  derivative commodity instruments. The Company is subject to
 AND QUALITATIVE  market risk associated with changes in interest rates.
     DISCLOSURES  Although the current interest rate trend is downward, the
    ABOUT MARKET  economy during most of 2000 was in a period of rising
            RISK  interest rates. Interest rate exposure is principally
                  limited to the $1,411 million of consolidated debt of the
                  Company outstanding at December 31, 2000 that is priced at
                  interest rates that float with the market. A 25 basis point
                  movement in the interest rate on the floating rate debt
                  would result in an approximate $3.5 million annualized
                  increase or decrease in interest expense and a corresponding
                  opposite effect on cash flows. Additionally, approximately
                  $856 million of such floating rate consolidated debt is
                  comprised of commercial mortgage-backed securities which are
                  subject to interest rate cap agreements, the effect of which
                  is to limit the interest rate the Company would be required
                  to pay on such debt to no more than approximately 9% per
                  annum. The remaining $1,833 million of consolidated debt is
                  fixed rate debt. The Company has an ongoing program of
                  refinancing its floating and fixed rate debt and believes
                  that this program allows it to vary its ratio of fixed to
                  floating rate debt and to stagger its debt maturities in
                  order to respond to changing market rate conditions.
                  Reference is made to Note 5 for additional debt information.

            ITEM  Reference is made to the Index to Financial Statements and
    8. FINANCIAL  Financial Statement Schedules on page F-1 for the required
  STATEMENTS AND  information.
   SUPPLEMENTARY
            DATA

 ITEM 9. CHANGES  Not applicable.
          IN AND
   DISAGREEMENTS
            WITH
  ACCOUNTANTS ON
  ACCOUNTING AND
       FINANCIAL
      DISCLOSURE


                                      35
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


        PART III

ITEM 10. DIRECTORSThe information which appears under the captions "Election
     AND EXECUTIVEof Directors" and "Executive Officers" in the Company's
   OFFICERS OF THEproxy statement for its 2001 Annual Meeting of Stockholders
           COMPANYis incorporated by reference into this Item 10.

ITEM 11. EXECUTIVEThe information which appears under the caption "Executive
      COMPENSATIONCompensation" in the Company's proxy statement for its 2001
                  Annual Meeting of Stockholders is incorporated by reference
                  into this Item 11; provided, however, that the Report of the
                  Compensation Committee of the Board of Directors on
                  Executive Compensation shall not be incorporated by
                  reference herein, in any of the Company's previous filings
                  under the Securities Act of 1933, as amended, or the
                  Securities Exchange Act of 1934, as amended, or in any of
                  the Company's future filings.

            ITEM  The information which appears under the captions "Certain
    12. SECURITY  Relationships and Related Party Transactions" and "Stock
    OWNERSHIP OF  Ownership" in the Company's proxy statement for its 2001
         CERTAIN  Annual Meeting of Stockholders is incorporated by reference
      BENEFICIAL  into this Item 12.
      OWNERS AND
      MANAGEMENT

            ITEM  The information which appears under the caption
     13. CERTAIN  "Compensation Committee Interlocks and Insider
   RELATIONSHIPS  Participation" and "Certain Relationships and Related Party
     AND RELATED  Transactions" in the Company's proxy statement for its 2001
    TRANSACTIONS  Annual Meeting of Stockholders is incorporated by reference
                  into this Item 13.

         PART IV

            ITEM  (a) Financial Statements and Financial Statement Schedules.
   14. EXHIBITS,
       FINANCIAL
     STATEMENTS,
   SCHEDULES AND
      REPORTS ON
        FORM 8-K

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

                  (b) No reports on Form 8-K were filed by the Company during
                  the last quarter of the period covered by this report.

                  (c) Exhibits.

                  See Exhibit Index on page S-1

                                      36
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


                                  SIGNATURES

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

    GENERAL GROWTH PROPERTIES, INC.

By: /s/ John Bucksbaum
_______________________
John Bucksbaum,
Chief Executive Officer                                          March 14, 2001

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

<TABLE>
<CAPTION>
 Signature                                Title                    Date


 <C>                        <S>                               <C>
 /s/ Matthew Bucksbaum
 __________________________
 Matthew Bucksbaum          Chairman of the Board             March 14, 2001

 /s/ Robert Michaels
 __________________________
 Robert Michaels            President and Director            March 14, 2001

 /s/ Bernard Freibaum
 __________________________
 Bernard Freibaum           Executive Vice President, Chief
                             Financial
                             Officer and Principal
                             Accounting Officer               March 14, 2001

 /s/ Anthony Downs
 __________________________
 Anthony Downs              Director                          March 14, 2001

 /s/ Morris Mark
 __________________________
 Morris Mark                Director                          March 14, 2001

 /s/ Beth Stewart
 __________________________
 Beth Stewart               Director                          March 14, 2001

 /s/ Lorne Weil
 __________________________
 A. Lorne Weil              Director                          March 14, 2001
</TABLE>

                                      37
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                     AND CONSOLIDATED FINANCIAL STATEMENT
                                   SCHEDULE

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

General Growth Properties, Inc.

<TABLE>
<S>                                                              <C>
Financial Statements                                                 Page(s)

  Report of Independent Accountants                                      F-2

  Consolidated Balance Sheets as of December 31, 2000 and 1999           F-3

  Consolidated Statements of Operations and Comprehensive Income
   for the years ended December 31, 2000, 1999 and 1998                  F-4

  Consolidated Statements of Stockholders' Equity for the years
   ended December 31, 2000, 1999, and 1998                               F-5

  Consolidated Statements of Cash Flows for the years ended
   December 31, 2000, 1999, and 1998                                     F-7

  Notes to Consolidated Financial Statements                     F-8 to F-37

Financial Statement Schedule

  Report of Independent Accountants                                     F-38

  Schedule III - Real Estate and Accumulated Depreciation               F-39
</TABLE>

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

                                      F-1
<PAGE>

                       Report of Independent Accountants

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and comprehensive income, of
stockholders' equity and of cash flows present fairly, in all material
respects, the financial position of General Growth Properties, Inc. at
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

Chicago, Illinois                         PricewaterhouseCoopers LLP
February 6, 2001

                                      F-2
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
              (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                        ASSETS                             December 31,
                        ------                         ----------------------
                                                          2000        1999
                                                       ----------  ----------
<S>                                                    <C>         <C>
Investment in real estate:
  Land                                                 $  649,160  $  640,276
  Building and equipment                                4,016,493   3,664,832
  Less accumulated depreciation                          (488,130)   (376,673)
  Developments in progress                                 25,547      21,443
                                                       ----------  ----------
    Net property and equipment                          4,203,070   3,949,878
  Investments in Unconsolidated Real Estate Affiliates    748,266     666,074
  Mortgage note receivable                                      -      31,065
                                                       ----------  ----------
    Net investment in Real Estate                       4,951,336   4,647,017
Cash and cash equivalents                                  27,229      25,593
Tenant accounts receivable, net                            96,157      84,123
Deferred expenses, net                                    105,534      93,536
Investment in and note receivable from General Growth
 Management, Inc.                                          66,079      65,307
Prepaid expenses and other assets                          37,769      39,319
                                                       ----------  ----------
                                                       $5,284,104  $4,954,895
                                                       ==========  ==========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

Mortgage notes and other debt payable                  $3,244,126  $3,119,534
Distributions payable                                      47,509      42,695
Accounts payable and accrued expenses                     186,393     170,868
                                                       ----------  ----------
                                                        3,478,028   3,333,097
                                                       ----------  ----------
Minority interest
  Redeemable Preferred Units                              175,000
  Common Units                                            355,158     356,540
                                                       ----------  ----------
                                                          530,158     356,540
                                                       ----------  ----------
Commitments and contingencies

Preferred Stock: $100 par value; 5,000,000 shares
 authorized; 345,000 designated as PIERS (Note 1)
 which are convertible and carry a $1,000 liquidation
 value, 337,500 of which were issued and outstanding
 at December 31, 2000 and 1999                            337,500     337,500

Stockholders' Equity:
  Common stock: $.10 par value; 210,000,000 shares
   authorized; 52,281,259 and 51,697,425 shares issued
   and outstanding as of December 31, 2000 and 1999,
   respectively                                             5,228       5,170
  Additional paid-in capital                            1,210,261   1,199,921
  Retained earnings (deficit)                            (266,085)   (272,199)
  Notes receivable-common stock purchases                  (9,449)     (3,420)
  Accumulated equity in other comprehensive loss of
   unconsolidated affiliate                                (1,537)     (1,714)
                                                       ----------  ----------
    Total stockholders' equity                            938,418     927,758
                                                       ----------  ----------
                                                       $5,284,104  $4,954,895
                                                       ==========  ==========
</TABLE>

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

                                      F-3
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
              (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                              Years ended December 31,

                                              2000       1999       1998
                                            ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
Revenues:
  Minimum rents                              $439,981   $387,547   $268,976
  Tenant recoveries                           213,502    180,584    130,903
  Overage rents                                28,626     27,011     16,226
  Other                                         9,641     11,795      5,796
  Fee income                                    7,017      5,405      4,675
                                            ---------  ---------  ---------
    Total revenues                            698,767    612,342    426,576
                                            ---------  ---------  ---------
Expenses:
  Real estate taxes                            49,447     45,572     33,548
  Management fees to affiliate                  4,439      6,612      4,288
  Property operating                          163,972    143,622    106,986
  Provision for doubtful accounts               2,025      4,425      2,451
  General and administrative                    6,351      5,857      4,511
  Depreciation and amortization               126,689    112,874     75,227
                                            ---------  ---------  ---------
    Total expenses                            352,923    318,962    227,011
                                            ---------  ---------  ---------
Operating income                              345,844    293,380    199,565
Interest income                                12,452     16,482     16,011
Interest expense                             (218,075)  (185,984)  (125,851)
Equity in net income/(loss) of
 unconsolidated affiliates                     50,063     19,689     11,067
Gains on sales                                     44      4,412        196
Income before extraordinary items and
 allocation to minority interests             190,328    147,979    100,988
Income allocated to minority interest,
 including $9,354 applicable to Redeemable
 Preferred Units in 2000                      (52,380)   (33,058)   (29,794)
                                            ---------  ---------  ---------
Income before extraordinary items             137,948    114,921     71,194
Extraordinary items                                 -    (13,796)    (4,749)
                                            ---------  ---------  ---------
    Net income                                137,948    101,125     66,445
                                            ---------  ---------  ---------
Convertible Preferred Stock Dividends         (24,467)   (24,467)   (13,433)
                                            ---------  ---------  ---------
    Net income available to common
     stockholders                            $113,481    $76,658    $53,012
                                            =========  =========  =========
Earnings before extraordinary items per
 share-basic                                    $2.18      $1.97      $1.60
                                            =========  =========  =========
Earnings before extraordinary items per
 share-diluted                                  $2.18      $1.96      $1.59
                                            =========  =========  =========
Earnings per share-basic                        $2.18      $1.67      $1.46
                                            =========  =========  =========
Earnings per share-diluted                      $2.18      $1.66      $1.46
                                            =========  =========  =========
Net income                                   $137,948   $101,125  $  66,445
Other Comprehensive income (loss):
  Equity in unrealized income/(loss) on
   available-for-sale securities of
   unconsolidated affiliate, net of
   minority interest                              177     (1,714)         -
                                            ---------  ---------  ---------
Comprehensive income                         $138,125    $99,411  $  66,445
                                            =========  =========  =========
</TABLE>

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

                                      F-4
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              (Dollars in Thousands, except for Per Share Amounts)

<TABLE>
<CAPTION>
                           Common Stock     Additional Retained             Employee     Total
                         ------------------  Paid-in   Earnings   Treasury   Stock   Stockholders'
                           Shares    Amount  Capital   (Deficit)   Stock     Loans      Equity
                         ----------  ------ ---------- ---------  --------  -------- -------------
<S>                      <C>         <C>    <C>        <C>        <C>       <C>      <C>
Balance, December 31,
 1997                    35,634,977  $3,577  $738,630  $(239,139) $(4,563)   $   --    $498,505
Net income                                                66,445                         66,445
Cash distributions
 declared ($1.88 per
 share)                                                  (68,940)                       (68,940)
Convertible Preferred
 Stock Dividends                                         (13,433)                       (13,433)
Cost of issuance of
 preferred stock                              (14,814)                                  (14,814)
Exercise of stock
 options, net of
 employee stock loans       166,000      14     2,526       (530)  1, 154    (3,164)         --
Purchase treasury stock     (32,350)                               (1,136)               (1,136)
Conversion of operating
 partnership units to
 common stock             3,232,345     309    47,932     (2,670)   4,545                50,116
Adjustment for minority
 interest in operating
 partnership                                   68,964                                    68,964
</TABLE>

--------
continued on next page

                                      F-5
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              (Dollars in Thousands, except for Per Share Amounts)
                                 - continued -

<TABLE>
<CAPTION>
                                            Additional  Retained            Employee      Total
                            Common Stock     Paid-in    Earnings   Treasury  Stock    Stockholders'
                            Shares   Amount  Capital    (Deficit)   Stock    Loans       Equity
                          ---------- ------ ----------  ---------  -------- --------  -------------
<S>                       <C>        <C>    <C>         <C>        <C>      <C>       <C>
Balance, December 31,
 1998                     39,000,972 $3,900 $  843,238  $(258,267)   $ -    $(3,164)    $585,707
                          ---------- ------ ----------  ---------    ---    -------     --------
Net income                                                101,125                        101,125
Cash distributions
 declared
 ($1.98 per share)                                        (90,590)                       (90,590)
Convertible Preferred
 Stock Dividends                                          (24,467)                       (24,467)
Issuance of common
 stock, net of $1,929 of
 issuance costs           10,000,000  1,000    329,296                                   330,296
Exercise of stock
 options, net of
 employee stock loans         60,000      6      1,134                         (380)         760
Reduction in employee
 stock loans
Conversion of operating
 partnership units to
 common stock                                                                   124          124
Conversion of interests
 in GGP/Homart to Common
 Stock                     2,603,291    261     90,252                                    90,513
Conversion of operating
 partnership units to
 common stock                 33,162      3        519                                       522
Adjustment for minority
 interest in operating
 partnership                                   (64,518)                                  (64,518)
                          ---------- ------ ----------  ---------    ---    -------     --------
Balance, December 31,
 1999                     51,697,425  5,170  1,199,921   (272,199)   $ -     (3,420)     929,472
                          ---------- ------ ----------  ---------    ---    -------     --------
Accumulated equity in
 other comprehensive
 loss of unconsolidated
 affiliate                                                                                (1,714)
                                                                                        --------
Adjusted Total                                                                          $927,758
                                                                                        --------

Balance, December 31,
 1999                     51,697,425  5,170  1,199,921   (272,199)   $ -     (3,420)    $929,472
                          ---------- ------ ----------  ---------    ---    -------     --------
Net income                                                137,948                        137,948
Cash distributions
 declared
 ($2.06 per share)                                       (107,367)                      (107,367)
Convertible Preferred
 Stock Dividends                                          (24,467)                       (24,467)
RPU issuance costs                              (4,375)                                   (4,375)
Conversion of operating
 partnership units to
 common stock                212,050     21      5,490                                     5,511
Adjustment for minority
 interest in operating
 partnership                                    (1,441)                                   (1,441)
Issuance of Common
 Stock, net of employee
 stock option loans          371,784     37     10,666                       (6,029)       4,674
                          ---------- ------ ----------  ---------    ---    -------     --------

Balance, December 31,
 2000                     52,281,259 $5,228 $1,210,261  $(266,085)   $ -    $(9,449)    $939,955
                          ========== ====== ==========  =========    ===    =======     ========
Accumulated equity in
 other comprehensive
 loss of unconsolidated
 affiliate                                                                                (1,537)
                                                                                        --------
Adjusted Total                                                                          $938,418
                                                                                        ========
</TABLE>


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

                                      F-6
<PAGE>

                         GENERAL GROWTH PROPERTIES,INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                 Year ended December 31,
                                            -----------------------------------
                                              2000        1999         1998
                                            ---------  -----------  -----------
<S>                                         <C>        <C>          <C>
Cash flows from operating activities:
 Net Income                                 $ 137,948  $   101,125  $    66,445
Adjustments to reconcile net income to net
 cash provided by operating activities:
 Minority interests                            52,380       33,058       29,794
 Extraordinary items                                -       10,454            -
 Equity in net income of unconsolidated
  affiliates                                  (50,063)     (19,689)     (11,067)
 Provision for doubtful accounts                2,025        4,425        2,451
 Distributions received from
  unconsolidated affiliates                    37,523       29,825       21,672
 Depreciation                                 111,457      105,046       68,494
 Amortization                                  15,232        7,828        6,733
 Gain on sales                                    (44)      (4,412)        (196)
Net Changes:
 Tenant accounts receivable                   (14,059)     (26,856)     (42,187)
 Prepaid expenses and other assets              1,550       (9,183)      (6,557)
 Accounts payable and accrued expenses         15,525       (9,487)     (17,278)
                                            ---------  -----------  -----------
   Net cash provided by (used in) operating
    activities                                309,474      222,134      118,304
                                            ---------  -----------  -----------
Cash flows from investing activities:
 Acquisition/development of real estate
  and improvements and additions to
  properties                                 (286,734)  (1,248,371)  (1,360,071)
 Increase in investments in unconsolidated
  affiliates                                  (91,663)     (55,361)     (92,990)
 Increase in mortgage note receivable               -      (31,065)           -
 Change in notes receivable from General
  Growth Management, Inc.                      (2,406)       6,671      (33,031)
 Reduction in employee stock loans                  -          124            -
 Distributions received from
  unconsolidated affiliates                    23,889       89,734        6,485
 Increase in deferred expenses                (22,371)     (16,429)     (33,540)
                                            ---------  -----------  -----------
   Net cash provided by (used in) investing
    activities                               (379,285)  (1,254,697)  (1,513,147)
                                            ---------  -----------  -----------
Cash flows from financing activities:
 Cash distributions paid to common
  stockholders                               (106,103)     (82,439)     (66,639)
 Cash distributions paid to Operating
  Partnership Unitholders                     (40,333)     (38,434)     (36,467)
 Cash distributions paid to holders of
  RPU's                                        (6,091)           -            -
 Payments of dividends on PIERS               (24,467)     (24,467)      (7,316)
 Proceeds of preferred stock, net of
  issuance costs                                    -            -      322,686
 Proceeds from sale of common stock and
  options, net                                  4,674      331,056            -
 Proceeds from issuance of RPU's, net of
  issuance costs                              170,625            -            -
 Capital contributions from minority
  interest                                          -            -          119
 Proceeds from issuance of mortgage /
  other notes payable                         360,301    1,736,072    2,093,000
 Principal payments on mortgage notes and
  other debt payable                         (282,301)    (867,713)    (913,229)
 Purchase of treasury stock                         -            -       (1,136)
 Increase in deferred expenses                 (4,858)     (15,549)      (2,443)
                                            ---------  -----------  -----------
   Net cash provided by (used in) financing
    activities                                 71,447    1,038,526    1,388,575
                                            ---------  -----------  -----------
Net change in cash and cash equivalents         1,636        5,963       (6,268)
Cash and cash equivalents at beginning of
 year                                          25,593       19,630       25,898
                                            ---------  -----------  -----------
Cash and cash equivalents at end of period  $  27,229  $    25,593  $    19,630
                                            =========  ===========  ===========
Supplemental disclosure of cash flow
 information:
 Interest paid                              $ 222,711  $   197,178  $   128,987
 Interest capitalized                          17,709       17,166       12,028
                                            =========  ===========  ===========
Non-cash investing and financing
 activities:
 Debt assumed as consideration to seller
  for purchase of real estate               $       -  $         -  $   289,530
 Treasury stock exchanged for Operating
  Partnership Units                                 -            -        1,875
 Common stock issued in exchange for
  Operating Partnership Units                   5,511          522       48,241
 Common stock issued in exchange for
  GGP/Homart stock                                  -       90,513            -
 Contribution of property, other assets
  and related debt, net to GGP/Homart II            -      224,033            -
 Notes receivable issued for exercised
  stock options                                 7,149          380        3,164
 Assumption and conversion of notes In
  conjunction with acquisition of property     77,657            -            -
 Operating Partnership Units and common
  stock issued as consideration for
  purchase of real estate                         215            -      163,514
 Penalty on retirement of debt                      -        8,655            -
 Distributions payable                         47,509       42,695       33,757
</TABLE>

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

                                      F-7
<PAGE>

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

          NOTE 1
    ORGANIZATION
                  General
                  General Growth Properties, Inc., a Delaware corporation
                  ("General Growth"), was formed in 1986 to own and operate
                  regional mall shopping centers. All references to the
                  "Company" in these notes to Consolidated Financial
                  Statements include General Growth and those entities owned
                  or controlled by General Growth (including the Operating
                  Partnership and the LLC as described below), unless the
                  context indicates otherwise. On April 15, 1993, General
                  Growth completed its initial public offering and a business
                  combination involving entities under varying common
                  ownership. Proceeds from the initial public offering were
                  used to acquire a majority interest in GGP Limited
                  Partnership (the "Operating Partnership") which was formed
                  to succeed to substantially all of the interests in regional
                  mall general partnerships owned and controlled by the
                  Company and its original stockholders. The Company conducts
                  substantially all of its business through the Operating
                  Partnership.

                  Effective January 1, 2000, General Growth established a
                  Dividend Reinvestment and Stock Purchase Plan ("DRSP").
                  General Growth has reserved for issuance up to 1,000,000
                  shares of Common Stock for issuance under the DRSP. The DRSP
                  will, in general, allow participants in the plan to make
                  purchases of Common Stock from dividends received or
                  additional cash investments. Although the purchase price of
                  the Common Stock will be determined by the current market
                  price, the purchases will be made without fees or
                  commissions. General Growth will satisfy DRSP Common Stock
                  purchase needs through the issuance of new shares of Common
                  Stock or by repurchases of currently outstanding Common
                  Stock. As of December 31, 2000 an aggregate of 25,045 shares
                  of Common Stock have been issued under the DRSP.

                  During July 1999, General Growth completed a public offering
                  of 10,000,000 shares of Common Stock (the "1999 Offering").
                  General Growth received net proceeds of approximately
                  $330,296 of which a portion was used to reduce outstanding
                  loans including certain indebtedness to affiliates of the
                  underwriter of the 1999 Offering. In addition, a portion of
                  the proceeds of the 1999 Offering were used to fund a
                  portion of the purchase price of Ala Moana Center (Note 3).

                  Redeemable Preferred Stock
                  During June 1998, General Growth completed a public offering
                  of 13,500,000 depositary shares (the "Depositary Shares"),
                  each representing 1/40 of a share of 7.25% Preferred Income
                  Equity Redeemable Stock, Series A, par value $100 per share
                  ("PIERS"). General Growth received net proceeds of
                  approximately $322,686 which were utilized to fund certain
                  of the acquisitions described in Note 3 and for other
                  working capital needs. The Depositary Shares are convertible
                  at any time, at the option of the holder, into shares of
                  Common Stock at the conversion price of $39.70 per share of
                  Common Stock. In addition, the PIERS have a preference on
                  liquidation of General Growth equal to $1,000 per PIERS
                  (equivalent to $25.00 per Depositary Share), plus accrued
                  and unpaid dividends, if any, to the liquidation date. The
                  PIERS and the Depositary Shares are subject to mandatory
                  redemption by General Growth on July 15, 2008 at a price of
                  $1,000 per PIERS, plus accrued and unpaid dividends, if

                                      F-8
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  any, to the redemption date. Accordingly, the PIERS have
                  been reflected in the accompanying financial statements at
                  such liquidation or redemption value.

                  Shareholder Rights Plan
                  In November 1998, General Growth adopted a shareholder
                  rights plan (the "Plan"), pursuant to which General Growth
                  declared a dividend of one preferred share purchase right (a
                  "Right") for each outstanding share of Common Stock
                  outstanding on December 10, 1998 to the shareholders of
                  record on that date. Prior to becoming exercisable, the
                  Rights trade together with the Common Stock. In general, the
                  Rights will become exercisable if a person or group acquires
                  or announces a tender or exchange offer for 15% or more of
                  the Common Stock. Each Right will initially entitle the
                  holder to purchase from General Growth one one-thousandth of
                  a share of newly-created Series A Junior Participating
                  Preferred Stock, par value $100 per share (the "Preferred
                  Stock"), at an exercise price of $148 per one one-thousandth
                  of a share, subject to adjustment. In the event that a
                  person or group acquires 15% or more of the Common Stock,
                  each Right will entitle the holder (other than the acquirer)
                  to purchase shares of Common Stock (or, in certain
                  circumstances, cash or other securities) having a market
                  value of twice the exercise price of a Right at such time.
                  Under certain circumstances, each Right will entitle the
                  holder (other than the acquirer) to purchase common stock of
                  the acquirer having a market value of twice the exercise
                  price of a Right at such time. In addition, under certain
                  circumstances, the Board of Directors of General Growth may
                  exchange each Right (other than those held by the acquirer)
                  for one share of Common Stock, subject to adjustment. The
                  Rights expire on November 18, 2008, unless earlier redeemed
                  by General Growth for $0.01 per Right or such expiration
                  date is extended.

                  Operating Partnership
                  The Operating Partnership commenced operations on April 15,
                  1993 and as of December 31, 2000, it owned 100% of fifty-
                  three regional shopping centers (the "Wholly-Owned
                  Centers"); 50% of the stock of GGP/Homart, Inc.
                  ("GGP/Homart"), 50% of the membership interest of GGP/Homart
                  II, L.L.C. ("GGP/Homart II"), 51% of the stock of GGP
                  Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the stock of
                  GGP Ivanhoe III, Inc. ("GGP Ivanhoe III"), 50% of Quail
                  Springs Mall and Town East Mall, (collectively, the
                  "Unconsolidated Real Estate Affiliates"), and a 100% non-
                  voting preferred stock interest representing 95% of the
                  equity interest in General Growth Management, Inc. ("GGMI").
                  The Unconsolidated Real Estate Affiliates and GGMI comprise
                  the "Unconsolidated Affiliates". As of such date, GGP/Homart
                  owned interests in twenty-three shopping centers, GGP/Homart
                  II owned interests in seven shopping centers GGP Ivanhoe
                  owned 100% of two shopping centers, and GGP Ivanhoe III
                  (through a wholly-owned subsidiary) owned 100% of eight
                  shopping centers, collectively the "Unconsolidated Centers".
                  Together, the Wholly-Owned Centers and the Unconsolidated
                  Centers comprise the "Company Portfolio" or the "Portfolio
                  Centers".

                  During May 2000, the Operating Partnership formed GGPLP
                  L.L.C., a Delaware limited liability company (the "LLC") by
                  contributing its interest in a portfolio of 44 Wholly-Owned
                  regional shopping centers to the LLC in exchange for all of
                  the

                                      F-9
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  common units of membership interest in the LLC. On May 25,
                  2000, a total of 700,000 redeemable preferred units of
                  membership interest in the LLC (the "RPUs") were issued to
                  an institutional investor by the LLC, which yielded
                  approximately $170,625 in net proceeds to the Company. The
                  net proceeds of the sale of the RPUs were used to repay a
                  portion of the Company's unsecured debt. Holders of the RPUs
                  are entitled to receive cumulative preferential cash
                  distributions per RPU (payable quarterly commencing July 15,
                  2000) at a per annum rate of 8.95% of the $250 liquidation
                  preference thereof (or $5.59375 per quarter) prior to any
                  distributions by the LLC to the Operating Partnership.
                  Subject to certain limitations, the RPUs may be redeemed at
                  the option of the LLC at any time on or after May 25, 2005
                  for cash equal to the liquidation preference amount plus
                  accrued and unpaid distributions and may be exchanged at the
                  option of the holders of the RPUs on or after May 25, 2010
                  for an equivalent amount of a newly created series of
                  redeemable preferred stock of General Growth. Such preferred
                  stock would provide for an equivalent 8.95% annual preferred
                  distribution and would be redeemable at the option of
                  General Growth for cash equal to the liquidation preference
                  amount plus accrued and unpaid distributions. The RPUs have
                  been reflected in the accompanying consolidated financial
                  statements as a component of minority interest at the
                  current total liquidation preference amount of $175,000.

                  As of December 31, 2000, the Company owned an approximate
                  73% general partnership interest in the Operating
                  Partnership (excluding its preferred units of partnership
                  interest as discussed below). The remaining approximate 27%
                  minority interest in the Operating Partnership is held by
                  limited partners that include trusts for the benefit of the
                  families of the original stockholders who initially owned
                  and controlled the Company and subsequent contributors of
                  properties to the Company. These minority interests are
                  represented by common units of limited partnership interest
                  in the Operating Partnership (the "Units"). The Units can be
                  redeemed at the option of the holders for cash or, at
                  General Growth's election with certain restrictions, for
                  shares of Common Stock on a one-for-one basis. The holders
                  of the Units also share equally with General Growth's common
                  stockholders on a per share basis in any distributions by
                  the Operating Partnership on the basis that one Unit is
                  equivalent to one share of Common Stock.

                  In connection with the issuance of the Depositary Shares and
                  in order to enable General Growth to comply with its
                  obligations in respect to the PIERS, the Operating
                  Partnership Agreement was amended to provide for the
                  issuance to General Growth of preferred units of limited
                  partnership interest (the "Preferred Units") in the
                  Operating Partnership which have rights, preferences and
                  other privileges, including distribution, liquidation,
                  conversion and redemption rights, that mirror those of the
                  PIERS. Accordingly, the Operating Partnership is required to
                  make all required distributions on the Preferred Units prior
                  to any distribution of cash or assets to the holders of the
                  Units. At December 31, 2000, 100% of the Preferred Units of
                  the Operating Partnership (337,500) were owned by General
                  Growth.

                                     F-10
<PAGE>

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

                  Changes in outstanding Operating Partnership Units
                  (excluding the Preferred Units) for the three years ending
                  December 31, 2000, are as follows:

<TABLE>
<CAPTION>
                                                Units
                                                -----
            <S>                               <C>
            December 31, 1997                 18,763,955
             Acquisition of Southwest Plaza      505,420
             Acquisition of Altamonte Mall     3,683,143
             Acquisition of Mall St. Vincent     111,181
             Conversion to common stock       (3,232,345)
                                              ----------

            December 31, 1998                 19,831,354
             Conversion to common stock          (33,162)
                                              ----------

            December 31, 1999                 19,798,192
                                              ----------

             Acquisition of outparcel
              at Greenwood Mall                    7,563
             Conversion to common stock         (212,050)
                                              ----------
            December 31, 2000                 19,593,705
                                              ==========
</TABLE>

                  Business Segment Information
                  The Financial Accounting Standards Board (the "FASB") issued
                  Statement No. 131, "Disclosures about Segments of an
                  Enterprise and Related Information" ("Statement 131") in
                  June of 1997. Statement 131 requires disclosure of certain
                  operating and financial data with respect to separate
                  business activities within an enterprise. The sole business
                  of General Growth and its consolidated affiliates is the
                  owning and operation of shopping centers. General Growth
                  evaluates operating results and allocates resources on a
                  property-by-property basis. General Growth does not
                  distinguish or group its consolidated operations on a
                  geographic basis. Accordingly, General Growth has concluded
                  it currently has a single reportable segment for Statement
                  131 purposes. Further, all operations are within the United
                  States and no customer or tenant comprises more than 10% of
                  consolidated revenues.

                                     F-11
<PAGE>

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

          NOTE 2  Principles of Consolidation
      SUMMARY OF  The accompanying consolidated financial statements include
     SIGNIFICANT  the accounts of the Company consisting of the fifty-three
      ACCOUNTING  centers and the unconsolidated investments in GGP/Homart,
        POLICIES  GGP/Homart II, GGP Ivanhoe, GGP Ivanhoe III, Quail Springs
                  Mall, Town East Mall and GGMI. All significant intercompany
                  balances and transactions have been eliminated.

                  Revenue Recognition
                  Minimum rent revenues are recognized on a straight-line
                  basis over the term of the related leases. Overage rents are
                  recognized on an accrual basis once tenant sales revenues
                  exceed contractual tenant lease annual thresholds.
                  Recoveries from tenants for taxes, insurance and other
                  shopping center operating expenses are recognized as
                  revenues in the period the applicable costs are incurred.
                  (See also Note 12.)

                  The Company provides an allowance for doubtful accounts
                  against the portion of accounts receivable which is
                  estimated to be uncollectible. Such allowances are reviewed
                  periodically based upon the recovery experience of the
                  Company. Accounts receivable in the accompanying
                  consolidated balance sheets are shown net of an allowance
                  for doubtful accounts of $7,665 and $7,600 as of December
                  31, 2000 and 1999, respectively.

                  Cash And Cash Equivalents
                  The Company considers all highly liquid investments
                  purchased with original maturities of three months or less
                  to be cash equivalents. The cash and cash equivalents of the
                  Company are held at two financial institutions.

                  Deferred Expenses
                  Deferred expenses consist principally of financing fees and
                  leasing commissions, which are amortized over the terms of
                  the respective agreements. Deferred expenses in the
                  accompanying consolidated balance sheets are shown at cost,
                  net of accumulated amortization of $52,240 and $38,004 as of
                  December 31, 2000 and 1999, respectively.

                  Fair Value of Financial Investments
                  Statement No. 107, Disclosure about the Fair Value of
                  Financial Instruments, ("SFAS No. 107"), issued by the
                  Financial Accounting Standards Board ("FASB"), requires the
                  disclosure of the fair value of the Company's financial
                  instruments for which it is practicable to estimate that
                  value, whether or not such instruments are recognized in the
                  consolidated balance sheets. SFAS No. 107 does not apply to
                  all balance sheet items and the Company has utilized market
                  information as available or present value techniques to
                  estimate the SFAS No. 107 values required to be disclosed.
                  Since such values are estimates, there can be no assurance
                  that the SFAS No. 107 value of any financial instrument
                  could be realized by immediate settlement of the instrument.
                  The Company considers the carrying value of its cash and
                  cash equivalents to approximate the SFAS No. 107 value due
                  to the short maturity of these investments. Based on
                  borrowing rates available to the Company at the end of 2000
                  for mortgage loans with similar terms and maturities, the
                  SFAS No. 107 value of the

                                     F-12
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  mortgage notes and other debts payable approximates carrying
                  value at December 31, 2000 and 1999. In addition, the
                  Company estimates that the SFAS No. 107 value of its
                  interest rate cap agreements (Note 5) at December 31, 2000
                  is approximately $344. The Company has no other significant
                  financial instruments.

                  Acquisitions
                  Acquisitions of properties are accounted for utilizing the
                  purchase method and, accordingly, the results of operations
                  are included in the Company's results of operations from the
                  respective dates of acquisition. The Company has financed
                  the acquisitions through the date of this report through a
                  combination of secured and unsecured debt, issuance of
                  Operating Partnership Units and the proceeds of the public
                  offerings of Depositary Shares and Common Stock as described
                  in Note 1.

                  Properties
                  Real estate assets are stated at cost. Interest and real
                  estate taxes incurred during construction periods are
                  capitalized and amortized on the same basis as the related
                  assets. The real estate assets of the Company are reviewed
                  for impairment whenever events or changes in circumstances
                  indicate that the carrying value may not be recoverable. A
                  real estate asset is considered to be impaired when the
                  estimated future undiscounted operating income is less than
                  its carrying value. To the extent an impairment has
                  occurred, the excess of carrying value of the asset over its
                  estimated fair value will be charged to income. Depreciation
                  expense is computed using the straight-line method based
                  upon the following estimated useful lives:

<TABLE>
<CAPTION>
                                                                  Years
                                                                  -----
              <S>                                                 <C>
              Buildings and improvements.........................   40

              Equipment and fixtures.............................   10
</TABLE>

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

                  Investments In Unconsolidated Affiliates
                  The Company accounts for its investments in unconsolidated
                  affiliates using the equity method whereby the cost of an
                  investment is adjusted for the Company's share of equity in
                  net income or loss from the date of acquisition and reduced
                  by distributions received. The Company generally shares in
                  the profit and losses, cash flows and other matters relating
                  to its unconsolidated affiliates in accordance with its
                  respective ownership percentages. However, due to currently
                  unpaid and accrued preferences on the GGMI preferred stock
                  as described in Note 4, the Company was entitled to 100% of
                  the earnings (loss) and cash flows generated by GGMI in
                  2000, 1999 and 1998. In addition, differences between the
                  Company's carrying value of its investment in the
                  unconsolidated affiliates and the Company's share of the
                  underlying equity of such unconsolidated affiliates are
                  amortized over the respective lives of the unconsolidated
                  affiliates.

                                     F-13
<PAGE>

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

                  Income Taxes
                  General Growth elected to be taxed as a real estate
                  investment trust under sections 856-860 of the Internal
                  Revenue Code of 1986 (the "Code"), commencing with its
                  taxable year beginning January 1, 1993. In order to qualify
                  as a real estate investment trust, General Growth is
                  required to distribute at least 95% (90% in 2001 and
                  subsequent years) of its ordinary taxable income and 100% of
                  capital gains to stockholders and to meet certain asset and
                  income tests as well as certain other requirements. As a
                  real estate investment trust, General Growth will generally
                  not be liable for Federal income taxes, provided it
                  satisfies the necessary requirements. Accordingly, the
                  consolidated statements of operations do not reflect a
                  provision for income taxes. State income taxes are not
                  significant.

                  One of the Company's affiliates, GGMI, is a taxable
                  corporation and accordingly, state and Federal income taxes
                  on its net taxable income are payable by GGMI.

                  Earnings Per Share ("EPS")
                  Basic per share amounts are based on the weighted average of
                  common shares outstanding of 52,058,320 for 2000, 45,940,104
                  for 1999 and 36,190,367 for 1998. Diluted per share amounts
                  are based on the total number of weighted average common
                  shares and dilutive securities (stock options) outstanding
                  of 52,096,331 for 2000, 46,030,559 for 1999, and 36,381,914
                  for 1998. The effect of the issuance of the PIERS is anti-
                  dilutive with respect to the Company's calculation of
                  diluted earnings per share for the year ended December 31,
                  2000, 1999 and 1998 and therefore has been excluded.
                  However, certain options outstanding were not included in
                  the computation of diluted earnings per share either because
                  the exercise price of the options was higher than the
                  average market price of the Common Stock for the applicable
                  periods and therefore, the effect would be anti-dilutive or
                  because the conditions which must be satisfied prior to the
                  issuance of any such shares were not achieved during the
                  applicable periods. The outstanding Units have been excluded
                  from the diluted earnings per share calculation as there
                  would be no effect on the EPS amounts since the minority
                  interests' share of income would also be added back to net
                  income.

                                     F-14
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                   Year ended December 31,
                                                  ----------------------------
                                                    2000      1999      1998
                                                  --------  --------  --------
            <S>                                   <C>       <C>       <C>
            Numerators:
            Income before extraordinary items     $137,948  $114,921  $ 71,194
              Dividends on PIERS                   (24,467)  (24,467)  (13,433)
                                                  --------  --------  --------
              Income available to common
               stockholders before extraordinary
               items - for basic and diluted EPS  $113,481    90,454  $ 57,761
              Extraordinary items                        -   (13,796)   (4,749)
                                                  --------  --------  --------
            Net income available to common
             stockholders - for basic and
             diluted EPS                          $113,481  $ 76,658  $ 53,012
                                                  ========  ========  ========
            Denominators:
            Weighted average common shares
             outstanding (in thousands) - for
             basic EPS                              52,058    45,940    36,190
            Effect of dilutive securities -
              options                                   38        91       192
                                                  --------  --------  --------
            Weighted average common shares
             outstanding (in thousands) - for
             diluted EPS                            52,096    46,031    36,382
                                                  ========  ========  ========
</TABLE>

                  Minority Interest
                  Income before minority interest is allocated to the limited
                  partners (the "Minority Interest") based on their ownership
                  percentage of the Operating Partnership. The ownership
                  percentage is determined by dividing the numbers of
                  Operating Partnership Units held by the Minority Interest by
                  the total Operating Partnership Units (excluding Preferred
                  Units) outstanding. The issuance of additional shares of
                  Common Stock or Operating Partnership Units changes the
                  percentage ownership of both the Minority Interest and the
                  Company. Since a Unit is generally redeemable for cash or
                  Common Stock at the option of the Company, it may be deemed
                  to be equivalent to a common share. Therefore, such
                  transactions are treated as capital transactions and result
                  in an allocation between stockholders' equity and Minority
                  Interest in the accompanying balance sheets to account for
                  the change in the ownership of the underlying equity in the
                  Operating Partnership.

                  Comprehensive Income
                  Statement of Financial Accounting Standards No. 130
                  "Reporting Comprehensive Income" requires that the Company
                  disclose comprehensive income in addition to net income.
                  Comprehensive income is a more inclusive financial reporting
                  methodology that encompasses net income and all other
                  changes in equity except those resulting from investments by
                  and distributions to equity holders. Included in
                  comprehensive income but not net income is unrealized
                  holding gains or losses on marketable securities classified
                  as available-for-sale. Although General Growth and its

                                     F-15
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  consolidated affiliates do not have any available-for-sale
                  securities, one of its unconsolidated affiliates received
                  common stock of Simon Property Group, Inc. as part of a 1998
                  transaction. Unrealized holding gains or losses on such
                  securities through December 31, 1998 were not significant
                  and were not reflected. However, during 1999 the Company
                  reduced its carrying amount for its investment in such
                  unconsolidated affiliate by $2,436 and reflected $1,714 as
                  other comprehensive loss, net of minority interest of $722,
                  as its equity in such unconsolidated affiliate's cumulative
                  unrealized holding loss on such securities. For the year
                  ended December 31, 2000 there were holding gains on such
                  securities of $177, net of minority interest of $67 which
                  were recorded.

                  Estimates
                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions. These estimates and
                  assumptions affect the reported amounts of assets and
                  liabilities and the disclosure of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  Reclassifications
                  The consolidated financial statements for prior periods have
                  been reclassified to conform with current classifications
                  with no effect on results of operations.

 NOTE 3 PROPERTY  Wholly-Owned Properties
    ACQUISITIONS  2000
             AND
    DEVELOPMENTS

                  During September 1999, St. Cloud Funding, L.L.C., a wholly-
                  owned subsidiary of the Operating Partnership ("St. Cloud
                  Funding"), agreed to advance approximately $31,000 to an
                  unaffiliated developer in the form of a second mortgage loan
                  (bearing interest at 15% per annum) collateralized by such
                  developer's ownership interest in Crossroads Center in St.
                  Cloud (Minneapolis), Minnesota. Contemporaneously with the
                  loan, St. Cloud Mall L.L.C., all of the interests of which
                  are owned by the Company ("St. Cloud Mall"), was granted an
                  option to acquire the property in 2002. The loan had a
                  scheduled maturity of June 1, 2004 which was accelerated in
                  February 2000 to April 28, 2000. In conjunction with the
                  maturity date modification, a put option agreement was
                  executed which would permit the borrower (after March 15,
                  2000) to require St. Cloud Mall to purchase the property. In
                  addition, St. Cloud Mall's purchase option was advanced to
                  April 2000. On March 15, 2000, the borrower notified St.
                  Cloud Mall of the exercise of the put option. Pursuant to
                  the put option agreement, on April 26, 2000, St. Cloud Mall
                  purchased the property at a price equal to approximately
                  $2,000 plus the then outstanding balances of the first
                  mortgage (approximately $46,600) and St. Cloud Funding's
                  second mortgage.

                  1999
                  On January 11, 1999, the Company acquired a 100% ownership
                  interest in The Crossroads Mall in Kalamazoo, Michigan. The
                  aggregate purchase price was approximately $68,000 (subject
                  to pro-rations and certain adjustments), which was

                                     F-16
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  funded initially from a new $83,655 short-term floating rate
                  interim loan. In May 1999, a new $45,000 ten-year non-
                  recourse mortgage loan collateralized by the property was
                  obtained.

                  On July 30, 1999, the Company acquired a 100% ownership
                  interest in the Ala Moana Center in Honolulu, Hawaii. The
                  price paid to the seller was $810,000 (before closing
                  adjustments, including a credit for the cost to complete an
                  ongoing expansion project), and was funded with the proceeds
                  of a short-term first mortgage loan of approximately
                  $438,000 and approximately $294,000 in cash including a
                  portion of the net proceeds from the 1999 Offering. The
                  short-term floating rate loan was fully repaid on
                  August 26,1999 with the proceeds of the issuance of
                  commercial mortgage-backed securities.

                  On October 28, 1999, the Company acquired Baybrook Mall in
                  Houston, Texas. The aggregate consideration paid by the
                  Company was approximately $133,000 (subject to pro-rations
                  and certain adjustments), which was paid in cash (raised
                  primarily through new long-term financing on other
                  previously unsecured properties), and a new 10-year $95,000
                  non-recourse loan.

                  1998
                  On April 2, 1998, the Company acquired Southwest Plaza
                  located in Denver, Colorado. On May 8, 1998, the Company
                  completed the acquisition of Northbrook Court Shopping
                  Center located in Northbrook (Chicago), Illinois. The
                  aggregate purchase price for Southwest Plaza and Northbrook
                  Court was approximately $261,000, including approximately
                  $149,000 of assumed debt. The Company contributed Northbrook
                  Court to GGP/Homart II in November 1999 as described in Note
                  4.

                  On June 2, 1998, the Company acquired the U.S. retail
                  property portfolio (the "MEPC Portfolio") of MEPC plc, a
                  United Kingdom based real estate company ("MEPC"), through
                  the purchase of the stock of the three U.S. subsidiaries of
                  MEPC ("MEPC U.S. Subsidiaries") that directly or indirectly
                  owned the MEPC Portfolio. The Company acquired the MEPC
                  Portfolio for approximately $871,000 (less certain
                  adjustments for tenant allowances, construction costs, MEPC
                  U.S. Subsidiary liabilities and other items). The Company
                  borrowed approximately $830,000 to finance the purchase
                  price for the stock, which was paid in cash at closing as
                  more fully described in Note 5. The MEPC Portfolio consists
                  of eight enclosed mall shopping centers: Apache Mall in
                  Rochester, Minnesota; The Boulevard Mall in Las Vegas,
                  Nevada; Cumberland Mall in Atlanta, Georgia; McCreless Mall
                  in San Antonio, Texas; Northridge Fashion Center in
                  Northridge (Los Angeles), California; Regency Square Mall in
                  Jacksonville, Florida; Riverlands Shopping Center in
                  LaPlace, Louisiana and Valley Plaza Mall in Bakersfield,
                  California.

                  On July 21, 1998, the Company acquired Altamonte Mall in
                  Altamonte Springs (Orlando), Florida. The aggregate
                  consideration paid for Altamonte Mall was $169,000 (subject
                  to prorations and certain adjustments), part of which was
                  paid by the payoff of approximately $24,000 of indebtedness
                  assumed at acquisition with cash

                                     F-17
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  borrowed under the Company's line of credit facility (the
                  "Credit Facility") as described in Note 5, and the balance
                  of which was paid by the issuance of 3,683,143 Units. The
                  Company contributed Altamonte Mall to GGP/Homart II in
                  November, 1999 as described in Note 4.

                  On September 3, 1998, the Company acquired Pierre Bossier
                  Mall in Bossier City (Shreveport), Louisiana. The aggregate
                  consideration paid for Pierre Bossier Mall was approximately
                  $52,700 (subject to prorations and certain adjustments)
                  which was paid in the form of approximately $10,000 in cash
                  (borrowed under the Company's Credit Facility), a new
                  mortgage loan (obtained from an independent third party) of
                  approximately $42,000 and the assumption of approximately
                  $700 of existing debt. The Company had previously loaned the
                  sellers approximately $50,000 in early 1999 and received an
                  option to buy the property. In conjunction with the closing
                  of the sale, the loan was fully repaid.

                  On September 15, 1998, the Company acquired Spring Hill Mall
                  in West Dundee (Chicago), Illinois. The aggregate
                  consideration paid by the Company was approximately $124,000
                  (subject to prorations and certain adjustments) which was
                  paid in the form of approximately $32,000 in cash (borrowed
                  under the Company's Credit Facility) and a new ten year
                  fixed rate $92,000 mortgage loan.

                  On September 18, 1998, the Company acquired Coastland Center
                  in Naples, Florida, for approximately $114,500 in cash
                  (subject to prorations and certain adjustments). The
                  aggregate consideration paid was borrowed under the
                  Company's Credit Facility.

                  On October 21, 1998, the Company acquired Mall St. Vincent
                  in Shreveport, Louisiana. The aggregate consideration paid
                  for Mall St. Vincent was $26,400 (subject to prorations and
                  certain adjustments) which was paid by issuing 200,052
                  Units, of which 88,871 were immediately redeemed for cash
                  (borrowed under the Company's Credit Facility) upon demand
                  of the holders of such Units, and by assuming approximately
                  $19,200 of mortgage debt.

                  Developments
                  During the three year period ending December 31, 2000, the
                  Company was developing or had completed construction at the
                  following three development sites: Coralville (Iowa City),
                  Iowa; Grandville (Grand Rapids), Michigan and Frisco
                  (Dallas), Texas. Coral Ridge Mall, located in Coralville
                  (Iowa City), Iowa was completed and opened in July 1998.
                  Construction of the Grandville (Grand Rapids) mall
                  (RiverTown Crossings) commenced in December 1997, and opened
                  in November 1999. Construction of Stonebriar Centre,
                  currently owned by GGP/Homart II, located in Frisco
                  (Dallas), Texas commenced in October of 1999 and opened in
                  August of 2000.

                  The Company has an ongoing program of renovations and
                  expansions at its properties including significant projects
                  currently under construction at the Park Mall in Tuscon,
                  Arizona; Eden Prairie Mall in Eden Prairie (Minneapolis),
                  Minnesota; and Knollwood Mall in St. Louis Park
                  (Minneapolis), Minnesota. In addition, the Company has
                  commenced construction of an integrated broadband
                  distribution system that will

                                     F-18
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  provide tenants at its properties with a private wide-area
                  network as well as supporting applications and equipment
                  (the "Broadband System"). The Company has already incurred
                  the majority of these network costs (financed or to be
                  financed by fixed-rate intermediate term equipment
                  financing) and anticipates having the majority of its
                  regional shopping centers wired for such broadband
                  connectivity by the end of the second quarter of 2001.

                  During 1999, the Company formed a joint venture to develop a
                  regional mall in Westlake (Dallas), Texas. As of December
                  31, 2000, the Company had invested approximately $14,460 in
                  the joint venture. The Company is currently obligated to
                  fund pre-development costs (estimated to be approximately
                  $1,545, most of which has been incurred). Actual development
                  costs are not resolved at this time. The retail site, part
                  of a planned community which is expected to contain a resort
                  hotel, a golf course, luxury homes and corporate offices, is
                  currently planned to contain up to 1.6 million square feet
                  of tenant space including up to six anchor stores and a
                  multi-screen theater. There can be no assurance that
                  development of this site will proceed beyond the pre-
                  development phase.

                  The Company also owns and is investigating certain other
                  potential development sites, including sites in Toledo, Ohio
                  and West Des Moines, Iowa but there can be no assurance that
                  development of these sites will proceed.

          NOTE 4  GGP/Homart
  INVESTMENTS IN  The Company owns 50% of GGP/Homart with the remaining
  UNCONSOLIDATED  ownership interest held by the New York State Common
      AFFILIATES  Retirement Fund, an institutional investor. GGP/Homart has
                  elected to be taxed as a REIT. The Company's co-investor in
                  GGP/Homart has an exchange right under the GGP/Homart
                  Stockholders Agreement, which permits it to convert its
                  ownership interest in GGP/Homart to shares of Common Stock
                  of General Growth. If such exchange right is exercised, the
                  Company may alternatively satisfy such exchange in cash.

                  In early 1999, the Company received notice that an
                  institutional investor (which then owned an approximate 4.7%
                  interest in GGP/Homart) desired to exercise its exchange
                  right. The Company satisfied the exercise of such exchange
                  right (effective as of January 1, 1999) by issuing 1,052,182
                  shares of Common Stock, thereby increasing its ownership
                  interest in GGP/Homart from approximately 38.2% in 1998 to
                  approximately 42.9% for the first quarter of 1999. During
                  the second quarter of 1999, two other co-investors (which
                  then owned in the aggregate an approximate 7.1% interest in
                  GGP/Homart) notified the Company that they desired to
                  exercise their exchange rights. The Company satisfied the
                  exercise of such exchange rights (effective as of April 1,
                  1999) by issuing an aggregate of 1,551,109 shares of Common
                  Stock, thereby increasing its ownership interest in
                  GGP/Homart to 50%.

                  GGP/Homart II
                  In November 1999, the Company, together with New York State
                  Common Retirement Fund, the Company's co-investor in
                  GGP/Homart, formed GGP/Homart II, a Delaware limited
                  liability company which is owned equally. GGP/Homart II owns

                                     F-19
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  100% interests in Stonebriar Centre in Frisco (Dallas),
                  Texas, Altamonte Mall in Altamonte Springs (Orlando),
                  Florida, Natick Mall in Natick (Boston), Massachusetts and
                  Northbrook Court in Northbrook (Chicago), Illinois which
                  were contributed by the Company; and 100% interests in
                  Alderwood Mall in Lynnwood (Seattle), Washington; Carolina
                  Place in Charlotte, North Carolina; and Montclair Plaza in
                  Los Angeles, California which were contributed by the New
                  York State Common Retirement Fund. Certain of the malls were
                  contributed subject to existing financing in order to
                  balance the net equity values of the malls contributed by
                  each of the venture partners. According to the membership
                  agreement between the venture partners, the Company and its
                  joint venture partner share in the profits and losses, cash
                  flows and other matters relating to GGP/Homart II in
                  accordance with their respective ownership percentages.

                  GGP Ivanhoe III
                  On July 23, 1998, effective as of June 30, 1998, GGP Ivanhoe
                  III acquired the U.S. Prime Property, Inc. ("USPPI")
                  portfolio through a merger of a wholly-owned subsidiary of
                  GGP Ivanhoe III into USPPI. The common stock of GGP Ivanhoe
                  III is owned 51% by the Company and 49% by an affiliate of
                  Ivanhoe Inc. of Montreal, Quebec, Canada ("Ivanhoe"). GGP
                  Ivanhoe III has elected to be taxed as a REIT. The aggregate
                  consideration paid pursuant to the merger agreement was
                  approximately $625,000 (less certain adjustments, including
                  a credit of approximately $64,000 for outstanding mortgage
                  indebtedness and accrued interest thereon and other
                  miscellaneous items). The acquisition was financed with a
                  $392,000 acquisition loan bearing interest at LIBOR plus 90
                  basis points which became due July 1, 1999, (subsequently
                  extended and repaid in September 1999 as described below)
                  and capital contributions from the Company and the "joint
                  venture partner" in proportion to their respective stock
                  ownership. Pursuant to the GGP Ivanhoe III stockholders'
                  agreement, the Company initially contributed approximately
                  $91,290 to GGP Ivanhoe III (less certain interest and other
                  credits). The Company's capital contributions were funded
                  primarily with borrowing under the Company's Credit
                  Facility. The properties acquired include: Landmark Mall in
                  Alexandria, Virginia; Mayfair Mall and adjacent office
                  buildings in Wauwatosa (Milwaukee), Wisconsin; Meadows Mall
                  in Las Vegas, Nevada; Northgate Mall in Chattanooga,
                  Tennessee; Oglethorpe Mall in Savannah, Georgia; and Park
                  City Center in Lancaster, Pennsylvania.

                  Effective as of September 28, 1999, GGP Ivanhoe III
                  acquired, through its wholly-owned subsidiary, Oak View Mall
                  in Omaha, Nebraska from an unrelated third party. In
                  addition, on December 22, 1999, GGP Ivanhoe III acquired
                  Eastridge Shopping Center in San Jose, California. The
                  aggregate purchase price for the two properties was
                  approximately $160,000. A portion of the purchase price was
                  financed with an $83,000 ten-year mortgage loan,
                  collateralized by the Oak View Mall which bears interest at
                  7.71% per annum (and requires monthly payments of principal
                  and interest based upon a 30-year amortization schedule).
                  The remainder of the purchase price was funded by capital
                  contributions from the Company and Ivanhoe in proportion to
                  their respective stock ownership in GGP Ivanhoe III and
                  short-term loans of approximately $30,000 bearing interest
                  at LIBOR (6.56% at December 31, 2000) plus 185 basis

                                     F-20
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  points and maturing in June 2001. The Company's capital
                  contributions were funded primarily from proceeds from the
                  Company's Credit Facility.

                  On September 30, 1999, GGP Ivanhoe III repaid the $392,000
                  acquisition loan with its allocated portion of the proceeds
                  of the issuance of commercial mortgage-backed securities as
                  described in Note 5 and capital contributions of
                  approximately $26,000 and $25,000 from each of the Company
                  and Ivanhoe, respectively. In conjunction with the
                  repayment, GGP Ivanhoe III expensed previously unamortized
                  deferred financing costs, the Company's share of which
                  (approximately $1,799) has been reflected as an
                  extraordinary item for the year ended December 31, 1999.

                  The joint venture partner in GGP Ivanhoe III is also the
                  Company's joint venture partner in GGP Ivanhoe (described
                  below). The Company and Ivanhoe share in the profits and
                  losses, cash flows and other matters relating to GGP Ivanhoe
                  III in accordance with their respective ownership
                  percentages except that certain major operating and capital
                  decisions (as defined in the stockholders' agreement)
                  require the approval of both stockholders. Accordingly, the
                  Company is accounting for GGP Ivanhoe III using the equity
                  method.

                  GGP Ivanhoe
                  GGP Ivanhoe owns The Oaks Mall in Gainesville, Florida and
                  Westroads Mall in Omaha, Nebraska. The Company contributed
                  approximately $43,700 for its 51% ownership interest in GGP
                  Ivanhoe and Ivanhoe owns the remaining 49% ownership
                  interest. The terms of the stockholders' agreement are
                  similar to those of GGP Ivanhoe III.

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

                  GGMI
                  At December 31, 2000, the Operating Partnership owned all of
                  the non-voting preferred stock of GGMI representing 95% of
                  the equity interest. Certain key current and former
                  employees of the Company held the remaining 5% equity
                  interest through ownership of 100% of the common stock of
                  GGMI, which was entitled to all voting rights in GGMI.
                  Accordingly, the Company utilized the equity method to
                  account for its ownership interest in GGMI. As no preferred
                  stock dividends had been paid by GGMI, the Company had been
                  allocated 100% of the earnings (loss) and cash flows
                  generated by GGMI since 1996. The Operating Partnership also
                  had advanced funds to GGMI, at interest rates ranging from
                  8% to 14% per annum, which were scheduled to mature by 2016.
                  The loans required payment of interest only until maturity.
                  GGMI manages, leases, and performs various other services
                  for the Portfolio Centers and other properties owned by
                  unaffiliated third parties.

                                     F-21
<PAGE>

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

                  On January 1, 2001 the Company acquired 100% of the common
                  stock of GGMI. In connection with the acquisition, the GGMI
                  preferred stock owned by the Company was cancelled and
                  approximately $40,000 of the outstanding loans owed by GGMI
                  to the Company were contributed to the capital of GGMI. In
                  addition, the Company and GGMI concurrently terminated the
                  management contracts for the Wholly-Owned Centers as the
                  management activities will be performed directly by the
                  Company. The operations of GGMI will be fully consolidated
                  with the Company but GGMI will continue to manage, lease,
                  and perform various other services for the Unconsolidated
                  Centers and other properties owned by unaffiliated third
                  parties. During 2001, the Company will elect for GGMI to be
                  treated as a taxable REIT subsidiary (a "TRS") as permitted
                  by the Tax Relief Extension Act of 1999.

                                     F-22
<PAGE>

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

SUMMARIZED FINANCIAL INFORMATION OF INVESTMENTS IN UNCONSOLIDATED REAL ESTATE
AFFILIATES

Following is summarized financial information for the Company's Unconsolidated
Real Estate Affiliates as of December 31, 2000 and 1999 and for the years
ended December 31, 2000, 1999 and 1998.

                  CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    December 31, 2000
                                                                     All Other
                                                                    Real Estate
                                           GGP/Homart GGP/Homart II Affiliates
                                           ---------- ------------- -----------
            <S>                            <C>        <C>           <C>
            Assets:
            Net investment in real estate  $1,437,600  $1,240,709   $1,164,122
            Investment in real estate
             joint ventures                    49,563           -            -
            Other assets                      116,242      80,866       69,362
                                           ----------  ----------   ----------
                                           $1,603,405  $1,321,575   $1,233,484
                                           ==========  ==========   ==========
            Liabilities and Owners'
             Equity:
            Mortgage and other notes
             payable                       $1,134,346  $  621,924   $  728,343
            Accounts payable and accrued
             expenses                          38,712      38,018       49,195
            Owners' equity                    430,347     661,633   $  455,946
                                           ----------  ----------   ----------
                                           $1,603,405  $1,321,575   $1,233,484
                                           ==========  ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                    December 31, 1999
                                                                     All Other
                                                                    Real Estate
                                           GGP/Homart GGP/Homart II Affiliates
                                           ---------- ------------- -----------
            <S>                            <C>        <C>           <C>
            Assets:
            Net investment in real estate  $1,225,379  $1,178,202   $1,145,385
            Investment in real estate
             joint ventures                   110,540           -            -
            Other assets                      116,817     293,721       51,826
                                           ----------  ----------   ----------
                                           $1,452,736  $1,471,923   $1,197,211
                                           ==========  ==========   ==========
            Liabilities and Owners'
             Equity:
            Mortgage and other notes
             payable                       $  945,553  $  641,850   $  733,935
            Accounts payable and accrued
             expense                           37,941      41,886       36,733
            Owners' equity                    469,242     788,187      426,543
                                           ----------  ----------   ----------
                                           $1,452,736  $1,471,923   $1,197,211
                                           ==========  ==========   ==========
</TABLE>

                  CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                   December 31, 2000
                                                                    All Other
                                                                   Real Estate
                                          GGP/Homart GGP/Homart II Affiliates
                                          ---------- ------------- -----------
            <S>                           <C>        <C>           <C>
            Revenues:
            Tenant rents                   $254,275    $146,730     $199,709
            Operating expenses (1)          146,138      81,678      117,266
                                           --------    --------     --------
            Operating Income (loss)         108,137      65,052       82,443

            Interest expense, net (2)       (73,098)    (34,914)     (53,128)
            Equity in net income of
             unconsolidated real estate
             affiliates                       4,333           -            -
            Gain on property sales           (1,811)          -            -
            Income allocated to minority
             interest                          (408)          -            -
                                           --------    --------     --------
            Net Income (loss)              $ 37,153    $ 30,138     $ 29,315
                                           ========    ========     ========
</TABLE>

                                     F-23
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
                                                   December 31, 1999
                                                                    All Other
                                                                   Real Estate
                                          GGP/Homart GGP/Homart II Affiliates
                                          ---------- ------------- -----------
            <S>                           <C>        <C>           <C>
            Revenues:
            Tenant rents                   $224,599     $12,535     $163,445

            Operating expenses (1)          129,465       6,590     $ 93,699
                                           --------     -------     --------
            Operating Income (loss)          95,134       5,945       69,746

            Interest expense, net (2)       (60,814)     (1,758)     (45,624)
            Equity in net income of
             unconsolidated real estate
             affiliates                       5,504           -            -
            Gain on property sales              816           -
            Extraordinary Item                                        (3,528)
            Income allocated to minority
             interest                          (808)          -            -
                                           --------     -------     --------
            Net Income (loss)              $ 39,832     $ 4,187     $ 20,594
                                           ========     =======     ========

<CAPTION>
                                                   December 31, 1998
                                                                    All Other
                                                                   Real Estate
                                          GGP/Homart GGP/Homart II Affiliates
                                          ---------- ------------- -----------
            <S>                           <C>        <C>           <C>
            Revenues:
            Tenant rents                   $184,783     $     -     $103,803

            Operating expenses (1)          107,717           -       54,530
                                           --------     -------     --------
            Operating Income (loss)          77,066           -       49,273

            Interest expense, net (2)       (47,799)                 (29,882)
            Equity in net income of
             unconsolidated real estate
             affiliates                       5,011           -            -
            Gain on property sales           13,182           -            -
            Income allocated to minority
             interest                          (705)          -            -
                                           --------     -------     --------
            Net Income (loss)              $ 46,755     $     -     $ 19,391
                                           ========     =======     ========
</TABLE>

                  Significant accounting policies used by the Unconsolidated
                  Real Estate Affiliates are the same as those used by the
                  Company.

                  --------
                  (1)  Includes depreciation and amortization.
                  (2)  Includes extraordinary items.

                                      F-24
<PAGE>

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

 NOTE 5 MORTGAGE  Mortgage notes and other debts payable at December 31, 2000
 NOTES AND OTHER  and 1999 consisted of the following:
   DEBTS PAYABLE

<TABLE>
<CAPTION>
                                                    December 31,
                                                   2000       1999
                                                ---------- ----------
            <S>                                 <C>        <C>
            Fixed-Rate debt
              Mortgage and other notes payable  $1,832,783 $1,724,854
            Variable-Rate debt
              Mortgage notes payable             1,146,343  1,234,680
              Credit Facility and bank loans       265,000    160,000
                                                ---------- ----------
              Total Variable-Rate debt           1,411,343  1,394,680
                                                ---------- ----------
              Total                             $3,244,126 $3,119,534
                                                ========== ==========
</TABLE>

                  FIXED RATE DEBT
                  Mortgage Notes Payable
                  The fixed-rate mortgage notes bear interest ranging from
                  6.41% to 10.00% per annum (weighted average of 7.01% per
                  annum), require monthly payments of principal and/or
                  interest and have various maturity dates through 2020
                  (weighted average remaining term of 5.0 years). Certain
                  properties are pledged as collateral for the related
                  mortgage notes. The mortgage notes payable as of December
                  31, 2000 are non-recourse to the Company (except to the
                  extent of supplemental guarantees executed by the Company).
                  Certain loans have cross-default provisions and are cross-
                  collateralized as part of a group of properties. Under
                  certain cross-default provisions, a default under any
                  mortgage notes included in a cross-defaulted package may
                  constitute a default under all such mortgage notes and may
                  lead to acceleration of the indebtedness due on
                  each property within the collateral package. In general, the
                  cross-defaulted properties are under common ownership.
                  However, GGP Ivanhoe debt collateralized by two GGP Ivanhoe
                  centers totaling $125,000 is cross-defaulted and cross-
                  collateralized with debt collateralized by eleven Wholly-
                  Owned centers. GGP Ivanhoe III debt collateralized by five
                  GGP Ivanhoe III centers totaling $341,019 is cross-defaulted
                  and cross-collateralized with debt collateralized by four
                  Wholly-Owned Centers.

                  VARIABLE RATE DEBT
                  Mortgage Notes Payable
                  Variable mortgage notes payable at December 31, 2000 consist
                  primarily of the approximate $110,000 outstanding on the
                  construction loan collateralized by Rivertown Crossings as
                  described below, approximately $130,000 of non-recourse
                  financing collateralized by a pool of six Wholly-Owned
                  properties and approximately $856,350 of collateralized
                  mortgage-backed securities as described below. The loans
                  bear interest at a rate per annum equal to LIBOR plus 90 to
                  250 basis points.

                  Commercial Mortgage-Backed Securities
                  In August 1999, the Company issued $500,000 of commercial
                  mortgage-backed securities, collateralized by the Ala Moana
                  Center (see Note 3), with a maturity date of September 10,
                  2004 assuming the exercise by the Company of no-cost
                  extension

                                     F-25
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  options aggregating two years. The securities (the "Ala
                  Moana CMBS") are comprised of notes which bear interest at
                  rates per annum ranging from LIBOR plus 50 basis points to
                  LIBOR plus 275 basis points (weighted average equal to LIBOR
                  plus 95 basis points), calculated and payable monthly. In
                  conjunction with the issuance of the Ala Moana CMBS, the
                  Company arranged for an interest rate cap agreement, the
                  effect of which will limit the maximum interest rate the
                  Company will be required to pay on the securities to 9% per
                  annum. Payments received pursuant to the interest rate cap
                  agreement for the year ended December 31, 2000 were
                  approximately $77, which were reflected as a reduction in
                  net interest expense. Approximately $438,000 of the proceeds
                  from the sale of the Ala Moana CMBS was used by the Company
                  to repay the short-term mortgage loan obtained in July, 1999
                  to enable it to purchase the Ala Moana Center. The remainder
                  was utilized by the Company for general working capital
                  purposes including paydowns on the Company's Credit
                  Facility.

                  In September 1999, the Company issued $700,229 of commercial
                  mortgage backed securities with a maturity date of October
                  10, 2004, assuming the exercise of no-cost extension options
                  aggregating two years, cross-collateralized and cross-
                  defaulted by a portfolio of nine regional malls and an
                  office complex adjacent to one of the regional malls. The
                  properties in the portfolio are Mayfair Mall and adjacent
                  office buildings in Wauwatosa (Milwaukee), Wisconsin; Park
                  City Center in Lancaster, Pennsylvania; Oglethorpe Mall in
                  Savannah, Georgia; Landmark Mall in Alexandria, Virginia,
                  all centers owned by GGP Ivanhoe III; and Northgate Mall in
                  Chattanooga, Tennessee; The Boulevard Mall in Las Vegas,
                  Nevada; Regency Square Mall in Jacksonville, Florida; Valley
                  Plaza Shopping Center in Bakersfield, California; Northridge
                  Fashion Center in Northridge (Los Angeles), California, all
                  Wholly-Owned Centers. The securities (the "GGP-Ivanhoe
                  CMBS") are comprised of notes which bear interest at rates
                  per annum ranging from LIBOR plus 52 basis points to LIBOR
                  plus 325 basis points (weighted average equal to LIBOR plus
                  approximately 109 basis points), calculated and payable
                  monthly. In conjunction with the issuance of the GGP-Ivanhoe
                  CMBS, the Company arranged for an interest rate cap
                  agreement, the effect of which will limit the maximum
                  interest rate the Company will be required to pay on the
                  securities to 9.03% per annum. Payments received pursuant to
                  the interest rate cap agreement for the year ended December
                  31, 2000 were approximately $366, which were reflected as a
                  reduction in net interest expense. Approximately $340,000 of
                  the proceeds from the sale of the GGP-Ivanhoe CMBS repaid
                  amounts collateralized by the GGP Ivanhoe III properties in
                  the GGP-Ivanhoe CMBS Portfolio of properties and the
                  remaining approximately $360,000 repaid amounts
                  collateralized by Wholly-Owned properties in the GGP-Ivanhoe
                  CMBS portfolio of properties.

                  Credit Facility
                  The Company's $200,000 unsecured revolving Credit Facility
                  was originally scheduled to mature on July 31, 2000. On June
                  23, 2000, the Company prepaid all remaining outstanding
                  principal amounts and terminated the Credit Facility. The
                  Credit Facility bore interest at a floating rate per annum
                  equal to LIBOR plus 80 to 120 basis points depending upon
                  the Company's leverage ratio. The Credit Facility

                                     F-26
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  was subject to financial performance covenants including
                  debt-to-market capitalization, minimum earnings before
                  interest, taxes, depreciation and amortization ("EBITDA")
                  ratios and minimum equity values.

                  As of July 31, 2000 the Company obtained a new unsecured
                  revolving credit facility (the "Revolver") in a maximum
                  aggregate principal amount of $135,000 (increased to
                  $160,000 in September 2000). At December 31, 2000 the
                  outstanding balance of the Revolver was $35,000. The
                  Revolver has a maturity of July 31, 2003 and bears interest
                  at a floating rate per annum equal to LIBOR plus 100 to 190
                  basis points, depending on the Company's average leverage
                  ratio. The Revolver is subject to financial performance
                  covenants including debt to value and net worth ratios,
                  EBITDA ratios and minimum equity values.

                  Interim Financing
                  In January 1999, the Company obtained an additional $30,000
                  unsecured bank loan, which bore interest at a floating
                  market rate (average rate equal to 6.46% per annum). The
                  Company had obtained in November 1998 a thirteen-month loan
                  in the principal amount of $55,000 collateralized by a
                  negative pledge (i.e., the promise not to encumber) of
                  Coastland Center in Naples, Florida. These loans were repaid
                  on May 21, 1999 with a ten-year 7.0% mortgage loan in the
                  principal amount of $87,000 collateralized by Coastland
                  Center.

                  In January 1999, the Company obtained an additional $83,655
                  floating rate (7.27% at September 30, 1999) interim loan
                  (originally scheduled to mature June 1, 1999) which was
                  expected to be replaced or refinanced by the maturity date
                  with new mortgage financing. During May, 1999, the Company
                  obtained a new $45,000 mortgage loan collateralized by The
                  Crossroads Mall in Kalamazoo, Michigan. The loan, which
                  bears interest at 7.40% and matures on June 1, 2009,
                  partially repaid the interim loan and the maturity of the
                  remaining balance, approximately $38,655 at June 30, 1999,
                  was extended and repaid in October 1999 with a portion of
                  the proceeds of the six property two-year non-recourse
                  mortgage pool financing described below.

                  In April 1999, the Company obtained an additional $25,000
                  bank loan, partially secured by Park Mall in Tucson,
                  Arizona. In October 1999, the loan was increased to $50,000.
                  The loan matures November 15, 2002 as extended, bears
                  interest at a rate per annum of LIBOR plus 175 basis points
                  and is expected to be further extended and then replaced by
                  maturity with a $90,000 construction loan facility to be
                  collateralized by Park Mall which is currently undergoing
                  extensive renovation, with the final phase of renovation
                  expected to be completed in 2001.

                  On July 30, 1999, the Company obtained a three month loan in
                  the principal amount of $25,000, collateralized by a
                  negative pledge (i.e., the promise not to encumber) of Eagle
                  Ridge Mall in Lake Wales, Florida. The proceeds of the loan
                  were distributed to the Operating Partnership to fund
                  ongoing acquisition and development activity. The short-term
                  loan bore interest at a rate per annum of LIBOR plus 175
                  basis points. This loan was refinanced in October 1999 with
                  a portion of the proceeds of the six-property two-year non-
                  recourse mortgage pool financing described below.

                                     F-27
<PAGE>

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

                  In September 1999, the Company obtained an additional
                  $95,000 unsecured floating rate (LIBOR plus 250 basis
                  points) interim loan which was scheduled to mature July 31,
                  2000. The loan provided for periodic principal payments
                  ($12,000 paid in 1999) to maturity and the majority of the
                  proceeds of this loan were used to repay the remaining
                  balance on the MEPC Acquisition Financing. This loan was
                  repaid in January 2000 as described below.

                  In October 1999, the Company obtained a $130,000 two-year
                  loan collateralized by six properties, five regional malls
                  (Knollwood Mall, Eagle Ridge Mall, West Valley Mall, South
                  Shore Mall and Century Mall) and the Company's headquarters,
                  the 110 N. Wacker Drive office building in Chicago,
                  Illinois. This loan bears interest at LIBOR plus 185 basis
                  points and matures on November 1, 2001. The Company intends
                  to replace this loan on or before maturity with non-recourse
                  long-term mortgage financing.

                  In January 2000, the Company obtained a new $200,000
                  unsecured short-term bank loan. The Company's initial draw
                  under this loan was $120,000 in January, 2000 and the
                  remaining available amounts were fully drawn at June 30,
                  2000. Loan proceeds were used to fund ongoing redevelopment
                  projects and repay the remaining balance of $83,000 on an
                  interim loan obtained in September 1999. The bank loan bore
                  interest at a rate per annum of LIBOR plus 150 basis points
                  and was refinanced on August 1, 2000 with the Revolver and
                  the Term Loan described below.

                  As of July 31, 2000, the Company obtained an unsecured term
                  loan (the "Term Loan") in a maximum principal amount of
                  $100,000. The principal amount of the Term Loan was
                  increased to $155,000 in September, 2000. Term Loan proceeds
                  were used to fund ongoing redevelopment projects and repay a
                  portion of the remaining balance of the bank loan described
                  in the prior paragraph immediately above. During the fourth
                  quarter of 2000, the principal amount of the Term Loan was
                  further increased to $230,000. The additional $75,000 was
                  used to pay down the Revolver as discussed above and for
                  current redevelopment projects. The Term Loan has a maturity
                  of July 31, 2003 and bears interest at a rate per annum of
                  LIBOR plus 100 to 170 basis points depending on the
                  Company's average leverage ratio.

                  Construction Loan
                  During April 1999 the Company received $30,000 representing
                  the initial loan draw on an $110,000 construction loan
                  facility. The facility is collateralized by and provided
                  financing for the RiverTown Crossings Mall development
                  (including outparcel development) in Grandville (Grand
                  Rapids), Michigan. The construction loan provides for
                  periodic funding as construction and leasing continue and
                  currently bears interest at a rate per annum of LIBOR plus
                  150 basis points. As of July 17, 2000 additional loan draws
                  of approximately $80,000 had been made and no further
                  amounts are available under the construction loan facility.
                  Interest is due monthly but during 1999 was added to the
                  periodic loan draws. The loan matures on June 29, 2001 and
                  the Company currently intends to refinance the loan at or
                  prior to maturity with a non-recourse long-term mortgage
                  loan.

                                     F-28
<PAGE>

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

                  Letters of Credit
                  As of December 31, 2000 and 1999, the Operating Partnership
                  had outstanding letters of credit of $7,693 and $7,934,
                  respectively, primarily in connection with special real
                  estate assessments and insurance requirements. In addition,
                  the Company has a letter of credit of approximately $11,200
                  related to the funding of the Ala Moana CMBS and pending
                  construction projects at the Ala Moana Center.

                  Principal amounts due under mortgage notes and other debts
                  payable mature as follows:

<TABLE>
<CAPTION>
                            Amount
              Year         Maturing
              ----        ----------
              <S>         <C>
              2001          $407,736
              2002           111,254
              2003           282,344
              2004         1,112,189
              2005            40,894
              Subsequent   1,289,709
                          ----------
              Total       $3,244,126
                          ==========
</TABLE>

                  Certain mortgage notes payable may be prepaid but are
                  generally subject to a prepayment penalty of a yield-
                  maintenance premium or a percentage of the loan balance.

                  Land, buildings and equipment related to the mortgage notes
                  payable with an aggregate cost of approximately $4,599,615
                  at December 31, 2000 have been pledged as collateral. In
                  addition, loans totaling approximately $386,540
                  (collateralized by assets with a total carrying value of
                  approximately $477,389) were supplementally guaranteed by
                  the Company. Certain properties, including those within the
                  portfolios collateralized by commercial mortgage backed
                  securities, are subject to financial performance convenants,
                  primarily EBITDA ratios.

          NOTE 6  The extraordinary items resulted from prepayment costs and
   EXTRAORDINARY  unamortized deferred financing costs related to the early
           ITEMS  extinguishment, primarily through refinancings, of mortgage
                  notes payable. In 1999, the basic and diluted per share
                  impact of the extraordinary items was $.30. The basic per
                  share impact of the extraordinary items in 1998 was $.14,
                  and the diluted per share impact was $.13.

  NOTE 7 RENTALS  The Company receives rental income from the leasing of
 UNDER OPERATING  retail shopping center space under operating leases. The
          LEASES  minimum future rentals based on operating leases of Wholly-
                  Owned Centers held as of December 31, 2000 are as follows:

<TABLE>
<CAPTION>
              Year         Amount
              ----        --------
              <S>         <C>
              2001        $367,233
              2002         352,886
              2003         325,220
              2004         300,440
              2005         262,294
              Thereafter   982,599
</TABLE>

                                     F-29
<PAGE>

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

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

                  The tenant base includes national and regional retail chains
                  and local retailers, and consequently, the Company's credit
                  risk is concentrated in the retail industry.

          NOTE 8  GGMI
    TRANSACTIONS  GGMI had previously been contracted to provide management,
 WITH AFFILIATES  leasing, development and construction management services
                  for the Wholly-Owned Centers. In addition, certain shopping
                  center advertising and payroll costs of the properties were
                  paid by GGMI and reimbursed by the Company. Total costs
                  included in the consolidated financial statements related to
                  agreements with GGMI are as follows:

<TABLE>
<CAPTION>
                                           Year Ended December 31,
                                            2000    1999    1998
                                           ------- ------- -------
              <S>                          <C>     <C>     <C>
              Management and Leasing Fees  $22,834 $21,201 $15,074
              Cost Reimbursements           55,937  56,548  41,594
              Development Costs              8,833   3,499   7,801
</TABLE>

                  On January 1, 2001, in connection with the acquisition of
                  the common stock of GGMI, the Company and GGMI agreed to
                  concurrently terminate the management contracts with respect
                  to the Wholly-Owned Centers. Effective January 1, 2001, the
                  Wholly-Owned Centers will be self-managed under the same
                  standards and procedures in effect prior to January 1, 2001.

                  Notes Receivable-Officers
                  In April, May and September, 1998 certain officers of the
                  Company issued to the Company an aggregate of $3,164 of
                  promissory notes in connection with their exercise of
                  options to purchase an aggregate of 166,000 shares of the
                  Company's Common Stock. During 1999, the Company received
                  approximately $62 in payments, made advances of
                  approximately $380 in conjunction with additional advances
                  and Common Stock purchases by such officers and forgave
                  approximately $64 in principal and accrued interest on such
                  notes. During 2000, the Company has made aggregate advances
                  of $7,149 in conjunction with the exercise of options to
                  purchase an aggregate 270,000 shares of Common Stock by
                  officers. In June 2000, a $1,120 loan was repaid by one of
                  the officers. Also in 2000, the Company forgave
                  approximately $150 of other notes receivable from an officer
                  (previously reflected in prepaid expenses and other assets).
                  In January 2001, the Company made an additional
                  $1,120 advance to an officer in conjunction with the
                  exercise of options to purchase 40,000 shares of Common
                  Stock. The notes, which bear interest at a rate computed as
                  a formula of a market rate, are collateralized by the shares
                  of Common Stock issued upon exercise of such options,
                  provide for quarterly payments of interest and are payable
                  to the Company on demand.

                                     F-30
<PAGE>

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

 NOTE 9 EMPLOYEE  Stock Incentive Plan
     BENEFIT AND  The Company's Stock Incentive Plan provides incentives to
     STOCK PLANS  attract and retain officers and key employees. An aggregate
                  of 3,000,000 shares of Common Stock have been authorized for
                  issuance under the plan. Options are granted by the
                  Compensation Committee of the Board of Directors at an
                  exercise price of not less than 100% of the fair market
                  value of the Common Stock on the date of grant. The term of
                  the option is fixed by the Compensation Committee, but no
                  option is exercisable more than 10 years after the date of
                  the grant. Options granted to officers and key employees are
                  for 10-year terms and are generally exercisable in either 33
                  1/3% or 20% annual increments from the date of the grants.
                  However, during 2000, 53,319 options were granted to certain
                  employees under the Stock Incentive Plan (of which 5,000
                  were forfeited during 2000) with the same terms as the TSO's
                  granted in 2000 (as described and defined below). Options
                  granted to non-employee directors are exercisable in full
                  commencing on the date of grant and expire on the tenth
                  anniversary of the date of the grant.

                  A summary of the status of the Company's Stock Incentive
                  Plan as of December 31, 2000, 1999 and 1998 and changes
                  during the year ended on those dates is presented below.

<TABLE>
<CAPTION>
                                             2000                1999                1998
                                      ------------------- ------------------- -------------------
                                                 Weighted            Weighted            Weighted
                                                 Average             Average             Average
                                                 Exercise            Exercise            Exercise
                                       Shares     Price    Shares     Price    Shares     Price
                                      ---------  -------- ---------  -------- ---------  --------
            <S>                       <C>        <C>      <C>        <C>      <C>        <C>
            Outstanding at beginning
             of year                    827,500   $29.85    848,500   $28.99    785,000   $24.79
            Granted                     205,319    30.89     47,500   $32.42    229,500   $36.19
            Exercised                  (276,500)   26.38    (60,000)  $19.00   (166,000)  $19.06
            Forfeited                   (14,000)   33.97     (8,500)  $34.78         --       --
                                      ---------   ------  ---------   ------  ---------   ------
            Outstanding at end of
             year                       742,319    31.36    827,500   $29.85    848,500   $28.99
                                      =========           =========           =========
            Exercisable at end of
             year                       467,500    30.64    595,500   $28.76    414,500   $27.57
            Options available for
             future grants            1,644,014           1,835,333           1,874,333
            Weighted average per
             share fair value of
             options granted during
             the year                              $2.62               $2.84               $3.18
</TABLE>

                                     F-31
<PAGE>

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

                  The following table summarizes information about stock
                  options outstanding pursuant to the Stock Incentive Plan at
                  December 31, 2000:

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
            --------------------------------------------------------------------------------------------
                                Number    Weighted Average                    Options
               Range Of       Outstanding    Remaining     Weighted Average Exercisable Weighted Average
            Exercise Prices   At 12/31/00 Contractual Life  Exercise Price  At 12/31/00  Exercise Price
            ---------------   ----------- ---------------- ---------------- ----------- ----------------
            <S>               <C>         <C>              <C>              <C>         <C>
            $19.00 - $22.50       2,000      3.8 years          $21.31          2,000        $21.31
            $27.81 - $29.97     429,819      6.9 years          $28.59        301,500        $27.99
            $31.75 - $33.84      93,500      8.9 years          $33.07         28,000        $32.76
            $36.06 - $37.69     217,000      6.8 years          $36.20        136,000        $36.21
                                -------      ---------          ------        -------        ------
                                742,319      7.1 years          $31.36        467,500        $30.64
                                =======      =========          ======        =======        ======
</TABLE>

                  1998 Incentive Plan
                  General Growth also has an incentive stock plan entitled the
                  1998 Incentive Stock Plan (the "1998 Incentive Plan"). Under
                  the 1998 Incentive Plan, stock incentive awards in the form
                  of threshold-vesting stock options ("TSOs") are granted to
                  employees. The exercise price of the TSOs to be granted to a
                  participant will be the Fair Market Value ("FMV") of a share
                  of Common Stock on the date the TSO is granted. The
                  threshold price (the "Threshold Price") which must be
                  achieved in order for the TSO to vest will be determined by
                  multiplying the FMV on the date of grant by the Estimated
                  Annual Growth Rate (currently set at 7% in the 1998
                  Incentive Plan) and compounding the product over a five year
                  period. Shares of the Common Stock must achieve and sustain
                  the Threshold Price for at least 20 consecutive trading days
                  at any time over the five years following the date of grant
                  in order for the TSO to vest. All TSOs granted will have a
                  term of 10 years but must vest within 5 years of the grant
                  date in order to avoid forfeiture.

                  The aggregate number of shares of Common Stock which may be
                  subject to TSOs issued pursuant to the 1998 Incentive Plan
                  may not exceed 1,000,000, subject to certain customary
                  adjustments to prevent dilution. TSOs to purchase 251,030
                  and 313,964 shares of Common Stock at an exercise price of
                  $29.97 and $31.69 respectively, were granted in 2000 and
                  1999, respectively. The estimated fair value of the 2000
                  TSOs is $1.49 and the estimated fair value of the 1999
                  grants was $1.36. None of the TSOs granted in 2000 and 1999
                  have vested. In addition, 13,606 of the 251,030 shares
                  granted in 2000 and 60,336 of the 313,964 shares granted in
                  1999 have been forfeited thru December 31, 2000.

                  The fair value of each option grant for 2000, 1999 and 1998
                  for the Stock Incentive Plan and the 1998 Incentive Plan was
                  estimated on the date of grant using the Black-Scholes
                  option pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                         2000      1999      1998
                                       --------- --------- ---------
              <S>                      <C>       <C>       <C>
              Risk-free interest rate      6.19%     5.21%     5.48%
              Dividend yield               6.86%     7.22%     7.28%
              Expected life            5.2 years 4.6 years 4.2 years
              Expected volatility          18.2%     20.0%     19.4%
</TABLE>

                                     F-32
<PAGE>

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

                  Employee Stock Purchase Plan
                  During 1999, General Growth established the General Growth
                  Properties, Inc. Employee Stock Purchase Plan (the "ESPP")
                  to assist eligible employees in acquiring a stock ownership
                  interest in the General Growth. A maximum of 500,000 shares
                  of Common Stock is reserved for issuance under the ESPP.
                  Under the ESPP, eligible employees make payroll deductions
                  over a six-month purchase period at which time the amounts
                  withheld are used to purchase shares of Common Stock at a
                  purchase price equal to 85% of the lesser of the closing
                  price of a share of Common Stock on the first trading day of
                  the purchase period or the last trading day of the purchase
                  period. The first purchase period under the ESAP ended
                  December 31, 1999. On January 3, 2000, 26,205 shares of
                  Common Stock were sold to ESPP participants at a price of
                  $23.80 per share. The second purchase period under the ESPP
                  ended June 30, 2000 at which time 41,534 shares of Common
                  Stock were sold to ESPP participants at a price of $23.75
                  per share. The third purchase period ended on December 29,
                  2000 at which time 26,108 shares of Common Stock were sold
                  to ESPP participants at a price of $27.09 per share. The
                  fair value of the rights to purchase pursuant to the ESPP in
                  2000 was estimated to be $5.04 per share using the Black-
                  Scholes option pricing model, with the following
                  assumptions: a risk free rate of 5.95%, a dividend yield of
                  6.86% and expected volatility of 18.20%.

                  Stock Option Pro Forma Data
                  The Company had applied Accounting Principles Board Opinion
                  25 in accounting for the Stock Incentive Plan, the 1998
                  Incentive Plan and the Employee Stock Purchase Plan through
                  June 30, 2000 as provided by Interpretation 44 as defined
                  and further described in Note 12. Accordingly, no
                  compensation costs have been recognized. Had compensation
                  costs for the Company's plans been determined based on the
                  fair value at the grant date for options granted in 2000,
                  1999 and 1998 in accordance with the method required by
                  Statement of Financial Accounting Standards No. 123
                  "Accounting for Stock-Based Compensation", the Company's net
                  income and net income per share would have been reduced to
                  the pro forma amounts as follows:

<TABLE>
<CAPTION>
                                          Year Ended December 31,
                                            2000    1999    1998
                                          -------- ------- -------
            <S>                           <C>      <C>     <C>
            Net Income
              As Reported                 $113,481 $76,658 $53,012
              Pro Forma                    113,081 $76,160 $52,709

            Net earnings per share -
              basic
              As Reported                   $ 2.18  $ 1.67  $ 1.46
              Pro Forma                     $ 2.17  $ 1.66  $ 1.46

            Net earnings per share -
              diluted
              As Reported                   $ 2.18  $ 1.66  $ 1.46
              Pro Forma                     $ 2.17  $ 1.65  $ 1.45
</TABLE>

                  Management Savings Plan
                  The Company sponsors the General Growth Management Savings
                  and Employee Stock Ownership Plan (the "401(k) Plan") which
                  permits all eligible employees to

                                     F-33
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  defer a portion of their compensation in accordance with the
                  provisions of Section 401(k) of the Code. Under the 401(k)
                  Plan, the Company may make, but is not obligated to make,
                  contributions to match the contributions of the employees.
                  For the years ending December 31, 2000, 1999 and 1998 the
                  Company made matching contributions of approximately $3,554,
                  $2,891 and $2,042 respectively.

         NOTE 10
   DISTRIBUTIONS  On December 15, 2000, the Company declared a cash
         PAYABLE  distribution of $.53 per share that was paid on January 31,
                  2001, to stockholders of record (1,390 owners of record) on
                  January 5, 2001, totaling $            27,744. In addition, a
                  distribution of $  10,385 was paid to the limited partners of
                  the Operating Partnership. Concurrently, the Company
                  declared the fourth quarter 2000 preferred stock dividend,
                  for the period from October 1, 2000 through December 31,
                  2000, in the amount of $0.4531 per share, payable to
                  preferred stockholders of record on January 5, 2001 and paid
                  on January 15, 2001. As described in Note 1, such preferred
                  stock dividend was in the same amount as the Operating
                  Partnership's distribution to the Company of the same date
                  with respect to the Preferred Units held by the Company.

                  On December 13, 1999, the Company declared a cash
                  distribution of $.51 per share that was paid on January 31,
                  2000, to stockholders of record (1,121 owners of record) on
                  January 6, 2000, totaling $26,481. In addition, a
                  distribution of $10,097 was paid to the limited partners of
                  the Operating Partnership. Concurrently, the Company
                  declared the fourth quarter 1999 preferred stock dividend,
                  for the period from October 1, 1999 through December 31,
                  1999, in the amount of $0.4531 per share, payable to
                  preferred stockholders of record on January 6, 2000 and paid
                  on January 14, 2000.

                  The allocations of the common distributions declared and
                  paid for income tax purposes are as follows:
<TABLE>
<CAPTION>
                                 Year Ended December
                                         31,
                                  2000   1999   1998
                                 ------ ------ ------
              <S>                <C>    <C>    <C>
              Ordinary Income     92.2%  66.0%  98.0%
              Capital Gain          --%   3.0%   2.0%
              Return of Capital    7.8%  31.0%    --%
                                 ------ ------ ------
                                 100.0% 100.0% 100.0%
                                 ====== ====== ======
</TABLE>

         NOTE 11  In the normal course of business, from time to time, the
 COMMITMENTS AND  Company is involved in legal actions relating to the
   CONTINGENCIES  ownership and operations of its properties. In management's
                  opinion, the liabilities, if any that may ultimately result
                  from such legal actions are not expected to have a material
                  adverse effect on the consolidated financial position,
                  results of operations or liquidity of the Company.

                  The Company leases land at certain properties from third
                  parties. Rental expense including participation rent related
                  to these leases was $460, $375 and $292 for the years ended
                  December 31, 2000, 1999 and 1998, respectively. The leases
                  generally provide for a right of first refusal in favor of
                  the Company in the event of a proposed sale of the property
                  by the landlord.

                                     F-34
<PAGE>

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

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

         NOTE 12  During December 1999, the Securities and Exchange Commission
 RECENTLY ISSUED  (the "SEC") issued Staff Accounting Bulletin 101 "Revenue
      ACCOUNTING  Recognition" ("SAB" 101"). SAB 101 provides, among other
  PRONOUNCEMENTS  things, that rental income should be deferred in interim
                  periods by the lessor if the triggering events that create
                  contingent rent have not yet occurred. The Company is
                  entitled to receive contingent rents because a majority of
                  the tenant leases provide for additional rent computed as a
                  percentage of tenant sales revenues above certain annual
                  thresholds. The Company had previously accrued, on an
                  interim basis, such overage rents based on the prorated
                  annual overage rent estimated to be due from tenants. The
                  Company has applied this revised accounting effective
                  January 1, 2000. There was no material cumulative effect on
                  the Company's financial position as of the date of adoption
                  of this revised accounting and the only material effect of
                  this pronouncement is to shift the Company's recognition,
                  including amounts from the operations of the Unconsolidated
                  Real Estate Affiliates, of major portions of overage rent
                  from interim quarters to the third and fourth quarter of
                  2000 and each subsequent year. The Company's cash
                  collections of overage rent has not been affected by this
                  accounting recognition change.

                  On June 1, 1999 the FASB issued Statement No. 133
                  "Accounting for Derivative Instruments and Hedging
                  Activities" ("Statement 133"). FASB Statement No. 138
                  "Accounting for Derivative Instruments and Hedging
                  Activities-An Amendment of FASB Statement No 133" was issued
                  in June 2000. Statement 133, as amended, is effective for
                  fiscal years beginning after June 15, 2000 as provided by
                  FASB Statement No. 137 issued in July 1999. The Company's
                  only hedging activity is the cash value hedge represented by
                  its cap agreements relating to its commercial mortgage-
                  backed securities (Note 5). The interest rate cap agreements
                  place a limit on the effective rate of interest the Company
                  will bear on such floating rate obligations. The Company has
                  concluded that these cap agreements are highly effective in
                  achieving its objective of eliminating its exposure to
                  variability in cash flows relating to these floating rate
                  obligations when LIBOR rates exceed the strike rates of the
                  cap agreements. However, Statement 133 also requires that
                  the Company fair value the cap agreements as of the end of
                  each reporting period. Interest rates have declined since
                  the caps were obtained. The Company will adopt Statement 133
                  January 1, 2001. In accordance with the transition
                  provisions of Statement 133, the Company will record at
                  January 1, 2001 a loss to earnings of $3,334 as a
                  cumulative-effect type transition adjustment to recognize at
                  fair value the time-value portion of all the interest rate
                  cap agreements that were previously designated as part of a
                  hedging relationship. Included in the $3,334 loss is $704
                  relating to interest rate cap agreements held by
                  Unconsolidated Real Estate Affiliates. The Company will also
                  record $112 to other comprehensive income at January 1, 2001
                  to reflect the then fair value of the intrinsic portion of
                  the interest rate cap agreements. Subsequent changes in the
                  fair value of these agreements will be reflected in current
                  earnings and accumulated other comprehensive income. As the
                  remaining time-value portion of the fair value of the

                                     F-35
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)
                  cap agreements at January 1, 2001 is not significant, any
                  further decreases in the fair value of the cap agreements
                  which would be required to be reflected in current earnings
                  are not expected to be material.

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

                                     F-36
<PAGE>

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

NOTE 13 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
            Year Ended                       First    Second   Third    Fourth
            December 31, 2000               Quarter  Quarter  Quarter  Quarter
            -----------------               -------- -------- -------- --------
            <S>                             <C>      <C>      <C>      <C>
            Total Revenues                  $162,483 $165,026 $173,286 $197,972

            Income before minority
             interest                         36,680   37,791   44,840   71,017

            Income before extraordinary
             items                            28,241   27,950   31,363   50,394

            Net income applicable to
             common shares                    22,124   21,833   25,246   44,277

            Earnings before extraordinary
             item per share - basic (a)     $   0.43 $   0.42 $   0.48 $   0.85

            Earnings before extraordinary
             item per share - diluted (a)       0.43     0.42     0.48     0.85

            Net earnings per share - basic
             (a)                                0.43     0.42     0.48     0.85

            Net earnings per share -
              diluted (a)                       0.43     0.42     0.48     0.85

            Distributions declared per
             share                          $   0.51 $   0.51 $   0.51 $   0.53

            Weighted average shares
             outstanding (in thousands) -
              basic                           51,918   51,965   52,095   52,268

            Weighted average shares
             outstanding (in thousands) -
              diluted                         51,936   52,011   52,134   52,314

<CAPTION>
            Year Ended                       First    Second   Third    Fourth
            December 31, 1999               Quarter  Quarter  Quarter  Quarter
            -----------------               -------- -------- -------- --------
            <S>                             <C>      <C>      <C>      <C>
            Total Revenues                  $134,260 $135,916 $156,027 $186,139

            Income before minority
             interest                         27,545   33,208   35,770   51,456

            Income before extraordinary
             items                            23,329   24,415   28,783   38,394

            Net income applicable to
             common shares                     8,519   18,298   17,573   32,267

            Earnings before extraordinary
             item per share -basic (a)      $   0.43 $   0.44 $   0.45 $   0.62

            Earnings before extraordinary
             item per share -diluted (a)        0.43     0.44     0.45     0.62

            Net earnings per share - basic
             (a)                                0.21     0.44     0.35     0.62

            Net earnings per share -
              diluted (a)                       0.21     0.44     0.35     0.62

            Distributions declared per
             share                          $   0.49 $   0.49 $   0.49 $   0.51

            Weighted average shares
             outstanding (in thousands) -
              basic                           40,055   41,638   50,149   51,694

            Weighted average shares
             outstanding (in thousands) -
              diluted                         40,252   41,776   50,214   51,695
</TABLE>
                  --------
                  (a) Earnings per share for the four quarters do not add up
                      to the annual earnings per share due to the issuance of
                      additional stock during the year.

                                      F-37
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                     Report of Independent Accountants on
                         Financial Statement Schedule

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

Our audits of the consolidated financial statements referred to in our report
dated February 6, 2001 of General Growth Properties, Inc. which report and
consolidated financial statements are included in this Annual Report on Form
10K also included an audit of the financial statement schedule listed in the
Index to Consolidated Financial Statements and Consolidated Financial
Statement Schedule on page F-1 of this Form 10-K. In our opinion, this
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

Chicago, Illinois                         PricewaterhouseCoopers LLP
February 6, 2001

                                     F-38
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

  Schedule III - Real Estate and Accumulated Depreciation as of December 31,
                                     2000

<TABLE>
<CAPTION>
      Col. A            Col. B              Col. C                     Col. D                            Col. E
      ------            ------              ------                     ------                            ------
                                                                 Costs Capitalized
                                                                     Subsequent                  Gross Amounts at Which
                                         Initial Cost              To Acquisition              Carried at Close of Period
                                  --------------------------- ------------------------ ------------------------------------------
                                                 Buildings
                                                    and                                               Buildings
                     Encumbrances               Improvements                Carrying                     And
    Description          (e)          Land          (a)       Improvements  Costs (b)      Land      Improvements   Total(c)(d)
 ----------------    ------------ ------------ -------------- ------------ ----------- ------------ -------------- --------------
 <S>                 <C>          <C>          <C>            <C>          <C>         <C>          <C>            <C>
 Ala Moana Combined
 Honolulu, HI         500,000,000  336,229,260    473,770,740  14,481,654    5,231,765  336,229,497    493,484,159    829,713,656
<CAPTION>
      Col. A            Col. F       Col. G     Col. H      Col. I
      ------            ------       ------     ------      ------
                                                        Life Upon Which
                                                        Depreciation in
                                                         Latest Income
                     Accumulated    Date of      Date    Statement is
    Description      Depreciation Construction Acquired    Computed
-------------------- ------------ ------------ -------- ---------------
 <S>                 <C>          <C>          <C>      <C>
 Ala Moana Combined
 Honolulu, HI          20,335,247                1999         (f)

 Apache Mall
 Rochester, MN         56,218,828    8,110,292     72,992,628   3,300,140            0    8,110,292     76,292,768     84,403,060
 Apache Mall
 Rochester, MN          4,725,015                1998         (f)

 Baybrook Mall
 Friendswood, TX       94,086,611   13,300,000    117,162,546   1,595,005            0   13,300,000    118,757,551    132,057,551
 Baybrook Mall
 Friendswood, TX        3,492,751                1999         (f)

 Bayshore Mall,
 Eureka, CA            37,250,000    3,004,345     27,398,907  22,852,279    2,887,090    3,005,040     53,138,276     56,143,316
 Bayshore Mall,
 Eureka, CA            17,623,707  1986-1987                  (f)

 Bellis Fair
 Mall,
 Bellingham, WA        73,000,000    7,616,458     47,040,131   9,315,718    6,122,020    7,485,224     62,477,869     69,963,093
 Bellis Fair
 Mall,
 Bellingham, WA        23,663,035  1987-1988                  (f)

 Birchwood Mall,
 Port Huron, MI        43,953,445    1,768,935     34,574,635  11,693,673    1,980,603    3,045,616     48,248,911     51,294,527
 Birchwood Mall,
 Port Huron, MI        15,553,162  1989-1990                  (f)

 Boulevard Mall
 Las Vegas, NV         88,765,714   16,490,343    148,413,086   3,120,520            0   16,490,343    151,533,606    168,023,949
 Boulevard Mall
 Las Vegas, NV          9,595,509                1998         (f)

 Capital Mall
 Jefferson City,
 MO                    16,500,000    4,200,000     14,201,000   6,384,326            0    3,912,935     20,585,326     24,498,261
 Capital Mall
 Jefferson City,
 MO                     4,188,652                1993         (f)

 Century Mall
 Birmingham, AL        32,000,000    3,164,000     28,513,908   3,595,222            0    3,164,000     32,109,130     35,273,130
 Century Mall
 Birmingham, AL         2,973,670                1997         (f)

 Chapel Hills
 Colorado Springs,
 CO                    36,750,000    4,300,000     34,017,000  58,397,277       36,805    4,300,000     92,451,082     96,751,082
 Chapel Hills
 Colorado Springs,
 CO                    13,309,613                1993         (f)

 Coastland Center
 Naples, FL            85,650,692   11,450,000    103,050,200   3,037,525            0   11,450,000    106,087,725    117,537,725
 Coastland Center
 Naples, FL             5,823,089                1998         (f)

 Colony Square
 Mall
 Zanesville, OH        25,600,000    1,000,000     24,500,000  12,573,545            0    1,243,184     37,073,545     38,316,729
 Colony Square
 Mall
 Zanesville, OH        13,216,189                1986         (f)

 Columbia Mall
 Columbia, MO          56,100,000    5,383,208     19,663,231  10,300,343    1,368,803    5,383,208     31,332,377     36,715,585
 Columbia Mall
 Columbia, MO          13,760,013  1984-1985                  (f)

 Coral Ridge Mall
 Coralville, IA        80,028,435    3,363,602     64,217,772   8,311,150    4,420,355    3,363,602     76,949,277     80,312,879
 Coral Ridge Mall
 Coralville, IA         6,021,935  1998-1999                  (f)

 Crossroads (MI)
 Kalamazoo, MI         44,440,854    6,800,000     61,200,000   2,342,926       41,616    6,800,000     63,584,542     70,384,542
 Crossroads (MI)
 Kalamazoo, MI          3,211,356                1999         (f)

 Crossroads
 Center
 St. Cloud, MN         46,055,322   10,851,689     72,002,847   1,368,576       82,242   10,929,119     73,453,665     84,382,784
 Crossroads
 Center
 St. Cloud, MN          1,079,262                2000         (f)
</TABLE>

                                      F-39
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

<TABLE>
<CAPTION>
     Col. A           Col. B               Col. C                     Col. D                            Col. E
     ------           ------               ------                     ------                            ------
                                                                Costs Capitalized
                                                                    Subsequent                  Gross Amounts at Which
                                        Initial Cost              To Acquisition              Carried at Close of Period
                                 --------------------------- ------------------------ ------------------------------------------
                                                Buildings
                                                   and                                               Buildings
                   Encumbrances                Improvements                Carrying                     And
  Description          (e)           Land          (a)       Improvements  Costs (b)      Land      Improvements   Total(c)(d)
----------------  -------------- ------------ -------------- ------------ ----------- ------------ -------------- --------------
<S>               <C>            <C>          <C>            <C>          <C>         <C>          <C>            <C>
Cumberland Mall
Atlanta, GA           98,837,813   15,198,568    136,787,110    2,529,067      31,518   15,198,568    139,347,695    154,546,263
<CAPTION>
     Col. A          Col. F       Col. G     Col. H      Col. I
     ------          ------       ------     ------      ------
                                                     Life Upon Which
                                                     Depreciation in
                                                      Latest Income
                  Accumulated    Date of      Date    Statement is
  Description     Depreciation Construction Acquired    Computed
----------------- ------------ ------------ -------- ---------------
<S>               <C>          <C>          <C>      <C>
Cumberland Mall
Atlanta, GA          8,700,812                1998         (f)

Development in
Progress                       0   17,936,214      7,610,519            0               17,936,214      7,610,519     25,546,733
Development in
Progress                     0

Eagle Ridge Mall
Lake Wales, FL        27,000,000    7,619,865     49,560,538    5,240,518   5,678,662    7,621,768     60,479,718     68,101,486
Eagle Ridge Mall
Lake Wales, FL       8,466,079  1995-1996                  (f)

Eden Prairie
Mall
Eden Prairie, MN               0      465,063     19,024,047   28,245,168   2,688,933      465,063     49,958,148     50,423,211
Eden Prairie
Mall
Eden Prairie, MN     2,554,040                1997         (f)

Fallbrook Mall,
West Hills, CA        46,900,000    6,117,338     10,076,520   57,565,167   2,696,787    6,127,138     70,338,474     76,465,612
Fallbrook Mall,
West Hills, CA      25,953,530                1984         (f)

Fox River Mall
Appleton, WI          93,200,000    2,700,566     18,291,067   33,581,270   1,820,253    4,787,291     53,692,590     58,479,881
Fox River Mall
Appleton, WI        18,789,481  1983-1984                  (f)

Gateway Mall,
Springfield, OR       30,750,000    8,728,263     34,707,170   18,723,328   7,624,197    8,749,088     61,054,695     69,803,783
Gateway Mall,
Springfield, OR     18,185,248  1989-1990                  (f)

GGPLP Corp.
Chicago, IL          318,163,109            0        556,740   88,729,876           0            0     89,286,616     89,286,616
GGPLP Corp.
Chicago, IL             86,991                             (f)

110 Building
Chicago, IL           20,000,000            0     29,035,310    2,912,160           0            0     31,947,470     31,947,470
110 Building
Chicago, IL          2,649,962                1997         (f)

Grand Traverse
Mall, Grand
Traverse, MI          51,500,000    3,529,966     20,775,772   20,755,982   3,643,793    3,533,745     45,175,547     48,709,292
Grand Traverse
Mall, Grand
Traverse, MI        13,956,597  1990-1991                  (f)

Greenwood Mall
Bowling Green,
KY                    39,500,000    3,200,000     40,202,000   18,107,939           0    3,431,918     58,309,939     61,741,857
Greenwood Mall
Bowling Green,
KY                  12,401,423                1993         (f)

Knollwood Mall,
St. Louis Park,
MN                    10,000,000            0      9,748,047   27,915,997   2,340,180    7,025,606     40,004,224     47,029,830
Knollwood Mall,
St. Louis Park,
MN                  14,614,498                1978         (f)

Lakeview Square
Mall Battle
Creek, MI             26,101,407    3,578,619     32,209,980   10,024,096      42,469    3,578,619     42,276,545     45,855,164
Lakeview Square
Mall Battle
Creek, MI            4,243,019                1996         (f)

Lansing Mall
Lansing, MI           41,865,612    6,977,798     62,800,179    7,345,721      49,923    6,977,798     70,195,823     77,173,621
Lansing Mall
Lansing, MI          7,016,317                1996         (f)

Lockport Mall,
Lockport, NY           9,300,000      800,000     10,000,000    4,247,075      23,656      800,000     14,270,731     15,070,731
Lockport Mall,
Lockport, NY         5,149,125                1986         (f)
</TABLE>

                                      F-40
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

<TABLE>
<CAPTION>
      Col. A           Col. B               Col. C                     Col. D
      ------           ------               ------                     ------
                                                                 Costs Capitalized
                                                                     Subsequent
                                         Initial Cost              To Acquisition
                                  --------------------------- ------------------------
                                                 Buildings
                                                    and
                    Encumbrances                Improvements                Carrying
   Description          (e)           Land          (a)       Improvements  Costs (b)
 ----------------  -------------- ------------ -------------- ------------ -----------
 <S>               <C>            <C>          <C>            <C>          <C>

 Mall of the
 Bluffs,
 Council Bluffs,
 IA                    43,953,445    1,860,116     24,016,343   13,934,688   2,529,093
<CAPTION>
      Col. A                         Col. E                        Col. F       Col. G     Col. H      Col. I
      ------                         ------                        ------       ------     ------      ------
                             Gross Amounts at Which
                           Carried at Close of Period
                   --------------------------------------------                                    Life Upon Which
                                                                                                   Depreciation in
                                  Buildings                                                         Latest Income
                                     And                        Accumulated    Date of      Date    Statement is
   Description         Land      Improvements    Total(c)(d)    Depreciation Construction Acquired    Computed
------------------ ------------ --------------- --------------- ------------ ------------ -------- ---------------
 <S>               <C>          <C>             <C>             <C>          <C>          <C>      <C>

 Mall of the
 Bluffs,
 Council Bluffs,
 IA                   1,895,220     40,480,124      42,375,344    14,235,180  1985-1986                  (f)

 Mall St. Vincent
 Shreveport, LA        18,786,337    2,640,000     23,760,000    2,658,318           0
 Mall St. Vincent
 Shreveport, LA       2,640,000     26,418,318      29,058,318     1,593,404                1998         (f)

 Marketplace
 Champaign, IL         47,000,000    7,000,000     63,972,357   32,643,237      40,968
 Marketplace
 Champaign, IL        7,000,000     96,656,562     103,656,562     6,975,888                1997         (f)

 McCreless Mall
 San Antonio, TX                0    1,000,000      9,000,002      424,937           0
 McCreless Mall
 San Antonio, TX      1,000,000      9,424,939      10,424,939       633,803                1998         (f)

 MEPC Acquisition
 Financing                      0            0              0            0           0
 MEPC Acquisition
 Financing                    0     (1,543,887)     (1,543,887)       33,967

 Northridge
 Fashion Center
 Northridge, CA       106,364,102   16,618,095    149,562,583    9,642,506   2,977,145
 Northridge
 Fashion Center
 Northridge, CA      16,975,131    162,182,234     179,157,365    10,199,318                1998         (f)

 Oakwood Mall,
 Eau Claire, WI        58,604,593    3,266,669     18,281,160   18,503,779   1,711,573
 Oakwood Mall,
 Eau Claire, WI       3,617,262     38,496,512      42,113,774    13,876,401  1985-1986                  (f)

 Park Mall
 Tucson, AZ            50,000,000    4,996,024     44,993,177   64,141,572   4,287,996
 Park Mall
 Tucson, AZ           4,715,836    113,422,745     118,138,581     6,946,607                1996         (f)

 Piedmont Mall,
 Danville, VA          16,750,000    2,000,000     38,000,000    3,602,722      20,787
 Piedmont Mall,
 Danville, VA         2,000,000     41,623,509      43,623,509     5,789,233                1995         (f)

 Pierre Bossier
 Mall
 Bossier City,
 LA                    40,948,801    5,280,707     47,558,468    2,845,909           0
 Pierre Bossier
 Mall
 Bossier City,
 LA                   5,283,970     50,404,377      55,688,347     2,871,538                1998         (f)

 The Pines,
 Pine Bluff, AR        26,750,000    1,488,928     17,627,258    9,891,252   1,365,091
 The Pines,
 Pine Bluff, AR       1,247,414     28,883,601      30,131,015    10,513,288  1985-1986                  (f)

 Regency Square
 Mall
 Jacksonville,
 FL                    86,533,675   16,497,552    148,477,968    4,276,971           0
 Regency Square
 Mall
 Jacksonville,
 FL                  16,506,853    152,754,939     169,261,792     9,555,861                1998         (f)

 Rio West Mall,
 Gallup, NM            13,500,000            0     19,500,000    4,804,389           0
 Rio West Mall,
 Gallup, NM                   0     24,304,389      24,304,389     8,120,753                1986         (f)

 River Falls
 Mall,
 Clarksville, IN       28,000,000    3,177,688     54,610,421    7,299,882   5,281,892
 River Falls
 Mall,
 Clarksville, IN      3,182,305     67,192,195      70,374,500    23,456,921  1989-1990                  (f)

 River Hills
 Mall,
 Mankato, MN           51,200,000    3,713,529     29,013,757   17,407,275   2,603,416
 River Hills
 Mall,
 Mankato, MN          4,707,314     49,024,448      53,731,762    14,459,371  1990-1991                  (f)

 Riverlands
 Shopping Center
 LaPlace, LA                    0      500,000      4,500,000      190,299           0
 Riverlands
 Shopping Center
 LaPlace, LA            500,000      4,690,299       5,190,299       350,850                1998         (f)
</TABLE>

                                      F-41
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

<TABLE>
<CAPTION>
      Col. A           Col. B               Col. C                     Col. D                             Col. E
      ------           ------               ------                     ------                             ------
                                                                 Costs Capitalized
                                                                     Subsequent                   Gross Amounts at Which
                                         Initial Cost              To Acquisition               Carried at Close of Period
                                  --------------------------- ------------------------- ------------------------------------------
                                                 Buildings
                                                    and                                                Buildings
                    Encumbrances                Improvements                 Carrying                     And
   Description          (e)           Land          (a)       Improvements   Costs (b)      Land      Improvements   Total(c)(d)
 ----------------  -------------- ------------ -------------- ------------  ----------- ------------ -------------- --------------
 <S>               <C>            <C>          <C>            <C>           <C>         <C>          <C>            <C>

 Rivertown
 Crossing
 Grandville, MI       109,999,997   10,972,923     97,141,738   25,876,171   12,889,406    7,246,462    135,907,315    143,153,777
<CAPTION>
      Col. A          Col. F       Col. G     Col. H      Col. I
      ------          ------       ------     ------      ------
                                                      Life Upon Which
                                                      Depreciation in
                                                       Latest Income
                   Accumulated    Date of      Date    Statement is
   Description     Depreciation Construction Acquired    Computed
------------------ ------------ ------------ -------- ---------------
 <S>               <C>          <C>          <C>      <C>

 Rivertown
 Crossing
 Grandville, MI       4,353,186  1998-1999                  (f)

 Sooner Fashion
 Mall,
 Norman, OK            20,000,000    2,700,000     24,300,000   13,043,186            0    2,580,578     37,343,186     39,923,764
 Sooner Fashion
 Mall,
 Norman, OK           3,174,793                1996         (f)

 Southlake Mall,
 Morrow, GA            51,300,000    6,700,000     60,406,902    9,272,591            0    6,700,000     69,679,493     76,379,493
 Southlake Mall,
 Morrow, GA          5 ,621,045                1997         (f)

 SouthShore Mall,
 Aberdeen, WA           9,000,000      650,000     15,350,000    5,268,915            0      650,000     20,618,915     21,268,915
 SouthShore Mall,
 Aberdeen, WA        7,332, 334                1986         (f)

 Southwest Plaza
 Littleton, CO         83,936,068    9,000,000    103,983,673   11,430,141      118,012    9,000,000    115,531,826    124,531,826
 Southwest Plaza
 Littleton, CO        7,323,807                1998         (f)

 Spring Hill
 West Dundee, IL       89,726,859   12,400,000    111,643,525    3,780,912            0   12,400,000    115,424,437    127,824,437
 Spring Hill
 West Dundee, IL      7,279,691                1998         (f)

 Valley Hills,
 Harrisonburg,
 VA                    34,675,327    3,443,594     31,025,471   20,368,473       47,615    5,656,275     51,441,559     57,097,834
 Valley Hills,
 Harrisonburg,
 VA                   3,047,443                1997         (f)

 Valley Plaza
 Shopping Center
 Bakersfield, CA       74,679,067   12,685,151    114,166,356   (6,616,950)           0   12,685,151    107,549,406    120,234,557
 Valley Plaza
 Shopping Center
 Bakersfield, CA      6,854,466                1998         (f)

 West Valley
 Mall,
 Tracy, CA             32,000,000    9,295,045     47,789,310   11,763,585    7,756,557   10,890,502     67,309,452     78,199,954
 West Valley
 Mall,
 Tracy, CA            9,378,925     1995                    (f)

 Westwood Mall
 Jackson, MI           20,900,000    2,658,208     23,923,869    3,450,367            0    3,571,208     27,374,236     30,945,444
                   -------------- ------------ -------------- ------------  ----------- ------------ -------------- --------------
 Westwood Mall
 Jackson, MI          2,812,474                1996         (f)
                   ------------

 Grand Totals      $3,244,126,113 $654,506,050 $3,163,403,012 $768,859,180  $90,441,221 $667,096,357 $4,024,103,672 $4,691,200,029
                   ============== ============ ============== ============  =========== ============ ============== ==============
 Grand Totals      $488,129,874
                   ============
</TABLE>

                                      F-42
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC

                                 General Growth Properties, Inc.

                                      Notes to Schedule III

                                     (Dollars in Thousands)

                  (a)  See description of mortgage notes payable in Note 5 of
                       Notes to Consolidated Financial Statements.

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

                  (c) Carrying costs consists of capitalized construction-
                      period interest and taxes.
                  (d) The aggregate cost of land, buildings and equipment for
                      federal income tax purposes is approximately $3,467,614

                                  Reconciliation of Real Estate

<TABLE>
<CAPTION>
                                             1998       1999        2000
                                             ----       ----        ----
            <S>                           <C>        <C>         <C>
            Balance at beginning of year  $1,863,485 $3,676,796  $4,326,551
            Additions:                     1,813,311  1,238,874     364,649
            Reductions:                           --   (589,119)         --
                                          ---------- ----------  ----------
            Balance at close of year      $3,676,796 $4,326,551  $4,691,200
                                          ========== ==========  ==========
</TABLE>

                           Reconciliation of Accumulated Depreciation

<TABLE>
<CAPTION>
                                            1998     1999      2000
                                            ----     ----      ----
            <S>                           <C>      <C>       <C>
            Balance at beginning of year  $233,295 $301,789  $376,673
            Depreciation Expense            68,494  105,046  $111,457
            Reductions:                         --  (30,162)       --
                                          -------- --------  --------
            Balance at close of year      $301,789 $376,673  $488,130
                                          ======== ========  ========
</TABLE>

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

<TABLE>
              <S>                                         <C>
              Buildings, improvements and carrying costs    40 years
              Tenant allowances                           10 - 40 years
              Equipment and fixtures                        10 years
</TABLE>

                                     F-43
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

EXHIBIT INDEX

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

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

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

  2(d) Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited partnership, The Comptroller of the State of
New York as Trustee of the Common Retirement Fund ("NYSCRF"), and GGP/Homart
II L.L.C. a Delaware limited liability company ("GGP/ Homart II"). (19)

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      S-1
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

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

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

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

  3(g) Amendment to Bylaws of the Company.(3)

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

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

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

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

  4(e) Form of Indenture.(7)

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

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

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

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

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

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

  4(l) Rights Agreement, dated November 18, 1998, between General Growth
Properties, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (including
the Form of Certificate of Designation of Series A Junior Participating
Preferred Stock attached thereto as Exhibit A, the Form of Right Certificate
attached Preferred Stock attached thereto as Exhibit C). (15)

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

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

                                      S-2
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


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

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

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

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

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

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

  10(e) Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall Investment L.P. and M. Bucksbaum
Company. (2)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      S-3
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


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

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

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

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

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

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

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

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

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

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

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

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

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

  21 List of Subsidiaries of General Growth Properties, Inc.

  23 Consent of PricewaterhouseCoopers LLP - Independent Accountants.

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

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

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

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

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

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

                                      S-4
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

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

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

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

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

  (10) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, incorporated herein by
reference.

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

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

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

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

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

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

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

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

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

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

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

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

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

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