<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, 2001

                                       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)

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

        110 N. Wacker Dr., Chicago, IL                         60606
        -------------------------------                        -----
   (Address of principal executive offices)                 (Zip Code)

                                 (312) 960-5000
                                 --------------
              (Registrant's telephone number, including area code)

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

      TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH REGISTERED
      -------------------              -----------------------------------------
  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

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
            -----

[X]  Indicate by a check mark if disclosure of delinquent filers pursuant to
     Item 405 of Regulation S-K (S) 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, 2002, the aggregate market value of the 59,269,508 shares of
Common Stock held by non-affiliates of the registrant was $2,622,083,034 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, 2002, there were 62,017,756 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, 2002 are incorporated by reference into Part III.

<PAGE>

          PART I    All references to numbered Notes are to specific footnotes
ITEM 1. BUSINESS    to the Consolidated Financial Statements of the Company (as
                    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, 2001, General Growth either directly or
                    through the Operating Partnership and subsidiaries
                    (collectively, the "Company") owned 100% of fifty-four
                    regional mall shopping centers (the "Wholly-Owned Centers");
                    50% of the common stock of GGP/Homart, Inc. ("GGP/Homart"),
                    50% of the membership interests of GGP/Homart II, L.L.C.
                    ("GGP/Homart II"), 51% of the common stock of GGP Ivanhoe,
                    Inc. ("GGP Ivanhoe"), 51% of the common stock of GGP Ivanhoe
                    III, Inc. ("GGP Ivanhoe III"), 50% of each of two regional
                    mall shopping centers, Quail Springs Mall and Town East
                    Mall, and a 50% general partnership interest in Westlake
                    Retail Associates, Ltd ("Circle T") (collectively, the
                    "Unconsolidated Real Estate Affiliates"). The 50% interest
                    in the twenty-three centers owned by GGP/Homart, the 50%
                    interest in the eight 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". Circle T is currently developing a
                    regional mall in Dallas, Texas and, as it is not yet
                    operational, has been excluded from the definition of
                    Unconsolidated Centers. Together, the Wholly-Owned Centers
                    and the Unconsolidated Centers comprise the "Company
                    Portfolio" or the "Portfolio Centers". In addition, as of
                    December 31, 2001, the Company owned 100% of the common
                    stock of General Growth Management, Inc. ("GGMI"). On
                    December 31, 2001, General Growth owned an approximate 76%
                    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 24% 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.

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                    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 which was accounted for as a
                    purchase. GGP Management was then merged into GGMI with GGMI
                    as the surviving entity. 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 has subsequently elected to have GGMI treated as
                    a TRS. In connection with the acquisition, the GGMI
                    preferred stock owned by the Company was cancelled. The
                    Company and GGMI concurrently terminated the management
                    contracts for the Wholly-Owned Centers as the management
                    activities would thereafter be performed directly by the
                    Company. GGMI has continued 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 Cambridge 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 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. 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;

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                    Stonebriar Centre in Frisco (Dallas), Texas) contributed by
                    the Company as more fully described in Note 4. During 2001,
                    GGP/Homart II acquired the Willowbrook Mall in Houston,
                    Texas for approximately $145 million, approximately $102
                    million of which consisted of new, non-recourse mortgage
                    financing collateralized by the property.

                    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 and Circle T, 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, 2001, GGMI was the property manager for
                    forty-one 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.
                    GGMI also performs and receives fees for similar property
                    management functions for forty-four regional malls owned by
                    unaffiliated third parties.

                    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 upon minimum amount. Overage rent is
                    calculated by multiplying the sales in excess of the minimum
                    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

                                    4 of 40

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                    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 2001, the Company acquired a 100%
                    ownership interest in Tucson Mall, a regional mall in
                    Tucson, Arizona for an aggregate investment by the Company
                    of approximately $180 million. In addition, the Company,
                    through GGP/Homart II, acquired in 2001 a 100% ownership
                    interest in Willowbrook Mall in Houston, Texas for
                    approximately $145 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, through Circle T,
                    is preparing to develop (with a joint venture partner) an
                    enclosed regional mall in Westlake (Dallas), Texas
                    (described below) and is investigating certain other
                    development sites (representing a net investment of
                    approximately $19.3 million), including Toledo; Ohio; West
                    Des Moines, Iowa; and South Sacramento, California. However,
                    there can be no assurance that development of these sites
                    will proceed.

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                    Construction commenced on the Stonebriar Centre in Frisco,
                    Texas in October 1998. Upon its completion in August 2000,
                    this 1,658,000 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.

                    During 1999, the Company formed the Circle T joint venture
                    to develop an enclosed mall in Westlake (Dallas), Texas. As
                    of December 31, 2001, the Company had invested approximately
                    $16.2 million in the joint venture. The Company is currently
                    obligated to fund pre-development costs (estimated to be
                    approximately $2.3 million, most of which has been
                    incurred). 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 1.3 million square feet of tenant space
                    including up to six anchor stores, an ice rink and a
                    multi-screen theater. A late 2004 opening is currently
                    scheduled.

  Expansions and    During 2001, 15 major projects were underway or completed.
     Renovations    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 2001 are described below.

                    The redevelopment of the Lansing Mall, a 840,667 square foot
                    center located in Lansing, Michigan, began in 2001. The
                    project includes a food court renovation and a complete mall
                    upgrade, which is expected to be completed in late 2002.

                    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. Phase I is completed and Phase II is now scheduled
                    to be completed in early 2002.

                    Fallbrook Mall is a 788,437 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.

                    Parks at Arlington Mall, a 1,188,309 square foot center
                    located in Arlington, Texas is undergoing an extensive
                    expansion which commenced in 2000. The mall will add a new
                    store to the existing anchors, Dillards, Foley, Mervyn's, JC
                    Penney and Sears. The project also includes a multiplex
                    theatre and an ice rink. Completion is planned for late
                    2002.

The Portfolio       All of the 97 Portfolio Centers are shopping centers with at
  Centers           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:

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                        .    Range in size between approximately 184,000 and
                             1,820,000 square feet of total GLA and between
                             approximately 123,000 and 800,000 square feet of
                             Mall and Freestanding GLA. The smallest Portfolio
                             Center has approximately 30 stores, and the largest
                             has over 280 stores;

                        .    Have approximately 384 Anchors, operating under
                             approximately 59 trade names; and

                        .    Have approximately 9,700 Mall and Freestanding
                             Stores.


                    The average size of the 97 Portfolio Centers is
                    approximately 920,000 square feet of GLA, including all
                    Anchors, Mall Stores and Freestanding Stores. The average
                    Mall and Freestanding GLA per Portfolio Center is
                    approximately 365,000 square feet.

                    As of December 31, 2001, the Wholly-Owned Centers contained
                    approximately 44.9 million square feet of GLA consisting of
                    Anchors (whether owned or leased), Mall Stores and
                    Freestanding Stores. The Unconsolidated Centers contained
                    approximately 44.3 million square feet of GLA.

                    The Company's share of total revenues from the Portfolio
                    Centers and GGMI increased to $1,156 million in 2001 from
                    $1,112 million in 2000. No single Portfolio Center generated
                    more than 9.6% of the Company's total 2001 pro rata
                    revenues. In 2001, total Mall Store sales from the Portfolio
                    Centers increased by approximately 1.9% in comparison to the
                    total Mall Store sales in 2000.

                    The table below shows the top 25 tenants, by trade name,
                    ranked by percentage of aggregate annualized effective rents
                    as compared to consolidated effective rents on an annualized
                    basis in the Wholly-Owned Centers at December 31, 2001. In
                    addition, similar percentages existed in the Portfolio
                    Centers as of December 31, 2001.

                                                              % of Total
                               Tenant Name                 Annualized Rents
                               ----------                  ---------------

                               Old Navy Clothing Company            1.72%
                               Sears                                1.63%
                               JC Penney                            1.50%
                               Express (1)                          1.19%
                               Victoria's Secret (1)                1.11%
                               Footlocker                           1.10%
                               The Gap                              1.10%
                               American Eagle Outfitters            0.94%
                               Abercrombie & Fitch                  0.92%
                               Zales Jewelers                       0.85%
                               Kay Bee Toys                         0.81%
                               Lane Bryant                          0.76%
                               Banana Republic                      0.76%
                               Sam Goody                            0.74%
                               Payless Shoe Source                  0.72%
                               Louis Vuitton                        0.70%
                               Eddie Bauer                          0.69%
                               The Finish Line                      0.68%
                               Kay Jewelers                         0.68%

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                           Lerner New York                       0.65%
                           Gap/Gap Kids                          0.62%
                           Champs Sports                         0.60%
                           The Buckle                            0.60%
                           Macy's                                0.60%
                           Pacific Sunwear of California         0.60%

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

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           Mall and   The Portfolio Centers have a total of approximately
Freestanding Stores   9,700 Mall and Freestanding Stores. The following table
                      reflects the tenant representation by category in the
                      Portfolio Centers as of December 31, 2001.

<TABLE>
<CAPTION>
                                           % of Sq. Ft. in
                                              Portfolio
                        Tenant Categories      Centers                 Types of Tenants/Products Sold
                        -----------------       ------                 -------------------------------
                        <S>                  <C>            <C>
                           Specialty             21%        Photo studios, beauty and nail salons, pharmacy and
                                                            sundries, variety stores, pet stores, newstands, 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       18%        Women's apparel
                        --------------------------------------------------------------------------------------------
                           Apparel               21%        Unisex apparel, children's apparel, lingerie, and formal
                                                            wear
                        --------------------------------------------------------------------------------------------
                           Shoes                 10%        Shoes
                        --------------------------------------------------------------------------------------------
                           Food                   7%        Restaurant, food court, fast food
                        --------------------------------------------------------------------------------------------
                           Gifts                  6%        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>

                      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 Jewelers, 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

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                    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.

                    Regency Square Mall is a 1,457,000 square foot, enclosed
                    regional shopping center located in Jacksonville, Florida.
                    The mall was constructed in 1967 and a renovation, including
                    a new food court, was recently completed. The mall serves a
                    trade area of over 450,000 people. The mall contains four
                    anchor department stores: Belk, JC Penney, Dillard's and
                    Sears as well as 118 mall shops with national retailers such
                    as The Disney Store, Gap/Gap Kids, American Eagle Outfitters
                    and Old Navy. There is also a 24-screen AMC Theatre with
                    stadium seating. Regency Square's primary regional mall
                    competition consists of centers such as The Avenues, 9 miles
                    to the south, and Orange Park Mall, located 20 miles to the
                    southeast. Regency Square Mall also faces competition from
                    neighborhood strip and power shopping centers throughout the
                    trade area such as Jacksonville Landing located on the St.
                    John's riverfront and St. Augustine Outlet Center located
                    approximately one half hour to the south.

                    Tucson Mall is a two-level, 1,300,000 square foot regional
                    mall located in Tucson, Arizona. The mall contains 162 mall
                    shops, and six Anchor department stores: Dillards, JC
                    Penney, Macy's, Mervyn's, Robinson-May and Sears. The
                    property includes a 14-screen General Cinema Theater and
                    national retailers such as American Eagle Outfitters, Ann
                    Taylor, Banana Republic, Old Navy and Eddie Bauer. Park
                    Place, located eight miles southeast of Tucson Mall but also
                    owned by the Company, recently completed an extensive
                    expansion and renovation that included constructing a new
                    Dillard's department store, adding a new streetscape along
                    Broadway Avenue, and a new food court and 20-screen theatre
                    in the new entertainment wing. Park Place is a single level
                    1,000,000 square foot center that offers three Anchor
                    department stores, Dillards, Sears and Macy's as well as
                    popular retailers such as Abercrombie, Z Gallerie and
                    Borders Books. The secondary competition for both malls
                    consists of discount retailers and numerous strip shopping
                    centers located within a few miles of the centers.

                    Mayfair Mall is a one million square foot, two-level,
                    regional shopping center located in Wauwatosa (Milwaukee),
                    Wisconsin. Mayfair Mall is anchored by Boston Store and
                    Marshall Fields and has 121 specialty mall shops and an
                    18-screen General Cinema Theatre. The mall's trade area
                    includes over 900,000 people. Mayfair Mall is the dominant
                    enclosed shopping center in Wisconsin. It is located in a
                    densely populated area and customers prefer the center
                    because of the variety/selection of stores, friendly
                    atmosphere and the quality of the merchandise offerings.
                    Mayfair Mall's primary competition includes Brookfield
                    Square, Southridge Mall and Bayshore Mall. Secondary
                    competition includes Northridge Mall and Grand Avenue Mall.

   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

                                    10 of 40

<PAGE>

                    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.

       Employees    As of March 14, 2002, the Company had 3,429 full-time
                    employees. Certain employees at three of the Portfolio
                    Centers are subject to collective bargaining agreements. The
                    Company's management believes that its employee relations
                    are satisfactory and there has not been a labor-related work
                    stoppage at any of its Portfolio 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 as    General Growth currently qualifies as a real estate
   a Real Estate    investment trust pursuant to the requirements contained in
Investment Trust    Sections 856-858 of the Internal Revenue Code of 1986, as
  and Taxability    amended (the "Code"). If, as General Growth contemplates,
of Distributions    such qualification continues, General Growth will not be
                    taxed on its real estate investment trust taxable income.
                    During 2001, 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 $2.24 per share of Common Stock were paid in 2001,
                    of which $1.70(76.0%) was ordinary income and $0.54 (24.0%)
                    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    2001 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.

                                    11 of 40

<PAGE>

         Leasing    The Portfolio Centers average Mall Store rent per square
                    foot from leases that expired in 2001 was $27.40. 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 2001 was
                    $33.29, or $5.89 per square foot more than the average for
                    expiring leases. The following schedule shows scheduled
                    lease expirations over the next five years.

                                PORTFOLIO CENTERS
                       FIVE YEAR LEASE EXPIRATION SCHEDULE

<TABLE>
<CAPTION>
                               All Expirations                     Expirations @ Share /(*)/
                     -----------------------------------     ------------------------------------
                     Base Rent     Footage      Rent/PSF     Base Rent      Footage      Rent/PSF
                     -----------------------------------     ------------------------------------
<S>               <C>           <C>            <C>        <C>               <C>         <C>
Wholly-Owned
    2002          $ 21,867,988  $    799,538   $   27.35  $ 21,867,988        799,538   $   27.35
    2003            26,697,662       996,319       26.80    26,697,662        996,319       26.80
    2004            22,705,672       842,925       26.94    22,705,672        842,925       26.94
    2005            34,570,107     1,157,798       29.86    34,570,107      1,157,798       29.86
    2006            30,646,937       921,113       33.27    30,646,937        921,113       33.27
                  ------------  ------------   ---------  ------------   ------------   ---------
Portfolio Total   $136,488,366     4,717,693   $   28.93  $136,488,366      4,717,693   $   28.93

Unconsolidated
    2002          $ 30,628,103       956,115   $   32.03  $ 14,066,551        437,639   $   32.14
    2003            31,280,521       956,489       32.70    13,613,310        419,366       32.46
    2004            35,812,767     1,061,049       33.75    16,906,188        500,056       33.81
    2005            26,680,860       814,360       32.76    12,473,717        378,628       32.94
    2006            25,964,595       851,684       30.49    12,622,864        412,927       30.57
                  ------------  ------------   ---------  ------------   ------------   ---------
Portfolio Total   $150,366,846     4,639,697   $   32.41  $ 69,682,630      2,148,616   $   32.43


Grand Total       $286,855,212     9,357,390   $   30.66  $206,170,996      6,866,309   $   30.03
                  ============  ============   =========  ============   ============   =========
</TABLE>

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

                                    12 of 40

<PAGE>

Company Portfolio   At December 31, 2001, the Company had direct or indirect
             Debt   ("pro rata") mortgage and other debt of approximately
                    $5,008.8 million. The ratio of pro rata variable rate debt
                    to total pro rata debt and preferred stock and preferred
                    Operating Partnership Units was 16.7% at December 31, 2001.
                    The following table reflects the maturity dates of the
                    Company's pro rata debt and the related interest rates,
                    after the effect of the current swap agreements of the
                    Company as described in Notes 5 and 13.

                             COMPANY PORTFOLIO DEBT
            MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY /(a)/
                             AS OF DECEMBER 31, 2001
                             (Dollars in Thousands)

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

                                              Current                  Current                  Current
                                              Average                  Average                  Average
                                   Maturing   Interest      Maturing   Interest      Maturing   Interest
                    Year          Amount (a)  Rate (c)     Amount (a)  Rate (c)     Amount (a)  Rate (c)
                    ----          --------------------     --------------------     --------------------
                    <S>         <C>             <C>       <C>           <C>         <C>          <C>
                    2002          $        -       -%     $  179,743    6.00%       $  179,743   6.00%
                    2003             282,000    5.11%        270,752    5.78%          552,752   5.44%
                    2004             339,184    5.77%         87,708    4.96%          426,892   5.60%
                    2005             250,000    4.89%         82,950    4.89%          332,950   4.89%
                    2006             613,161    5.88%        305,528    5.04%          918,689   5.60%

                    Subsequent    $1,913,862    6.41%        683,892    5.78%       $2,597,754   6.25%
                                  ----------    -----        -------    -----       ----------   -----

                    Totals        $3,398,207    6.03%     $1,610,573    5.57%       $5,008,780   5.88%
                                  ==========    =====     ==========    =====       ==========   =====

                    Variable Rate $  491,764    3.99%       $429,882    3.32%       $  921,646   3.68%
                    Fixed Rate     2,906,443    6.38%      1,180,691    6.40%        4,087,134   6.39%
                                  ----------    -----      ---------    -----       ----------   -----

                    Totals        $3,398,207    6.03%     $1,610,573    5.57%       $5,008,780   5.88%
                                  ==========    =====     ==========    =====       ==========   =====
</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 Real Estate Affiliates) relating to the properties
          owned by the Unconsolidated Real Estate Affiliates.
     (c)  For variable rate loans, the interest rate reflected is the actual
          annualized weighted average rate for the variable rate debt
          outstanding during the twelve months ended December 31, 2001.

                                    13 of 40

<PAGE>

    Property Data   The following tables set forth certain information regarding
                    the Wholly-Owned Centers and the Unconsolidated Centers as
                    of December 31, 2001. The first table depicts the
                    Wholly-Owned Centers and the second table depicts the
                    Unconsolidated Centers.

                              Wholly-Owned Centers
                              --------------------

<TABLE>
<CAPTION>
                                                Total GLA/Mall
                                  Year         and Freestanding
Name of Center/             Opened/Remodeled         GLA                                                            Anchor
 Location /(1)/                or Expanded     (Square Feet) /(2)/                   Anchors                     Vacancies
---------------------          -----------     -------------------   --------------------------------------      ---------
<S>                        <C>                 <C>                   <C>                                         <C>
Ala Moana Center                  1959/           1,820,301/         JCPenney, Macy's                              None
 Honolulu, Hawaii          1966,1987,1989,1999      808,836          Neiman Marcus, Sears

Apache Mall                       1969/             740,572/         JCPenney, Marshall Field's                    One
 Rochester, Minnesota           1985,1992           244,306          Sears

Baybrook Mall                     1978/           1,083,780/         Dillards, Foley's,                            None
 Houston, Texas              1984,1985,1995         343,442          Mervyn's, Sears

Bayshore Mall                     1987/             613,659/         Gottschalks, Mervyn's, Sears                  One  (4)
 Eureka, California               1989              343,644

Bellis Fair Mall                  1988/             763,372/         JCPenney, Mervyn's,                           None
 Bellingham, Washington           N/A               350,209          Sears, Target, The Bon Marche

Birchwood Mall                    1990/             782,663/         JCPenney, Marshall Field's,                   None
 Port Huron, Michigan           1991,1997           356,529          Sears, Target, Younkers

The Boulevard Mall               1968/            1,184,766/         Dillard's, JCPenney, Macy's, Sears            None
 Las Vegas, Nevada                1992              396,730

Capital Mall                      1978/             530,868/         Dillard's, JCPenney, Sears                    None
 Jefferson City, Missouri       1985,1992           301,183

Century Plaza                     1975/             743,273/         JCPenney, McRae's, Rich's, Sears              None
 Birmingham, Alabama            1990,1994           254,797

Chapel Hills Mall                 1982/           1,174,484/         Dillard's, Foley's, JCPenney, KMart,          None
 Colorado Springs, CO        1986,1997,1998         428,995          Mervyn's, Sears

Coastland Center                  1977/            923,976/          Burdines, Dillard's, JCPenney, Sears          None
 Naples, Florida                1985,1996           333,586

Colony Square Mall                1981/             549,147/         Elder-Beerman, JCPenney, Lazarus,             None
 Zanesville, Ohio               1985,1987           291,143          Sears

Columbia Mall                     1985/             740,423/         Dillard's, JCPenney, Sears, Target            None
 Columbia, Missouri               1986              324,979

Coral Ridge Mall                  1998/           1,055,000/         Dillard's, JCPenney, Scheel's,                None
 Iowa City, Iowa                   N/A              417,962          Sears, Target, Younkers

Crossroads Center                 1966/             784,228/         JCPenney, Marshall Field's,                   None
 St. Cloud, Minnesota             1995              281,899          Sears, Target

The Crossroads                    1980/             763,151/         Hudson's, JCPenney, Mervyn's,                 None
 Portage, Michigan                1992              260,191          Sears

Cumberland Mall                   1973/           1,158,366/         JCPenney, Macy's, Rich's, Sears               None
 Atlanta, Georgia                 1989              324,251
</TABLE>

                                    14 of 40

<PAGE>

<TABLE>
<CAPTION>
                                                      Total GLA/Mall
                                        Year         and Freestanding
Name of Center/                   Opened/Remodeled         GLA                                                          Anchor
 Location /(1)/                      or Expanded     (Square Feet) /(2)/                   Anchors                     Vacancies
---------------------                -----------     -------------------   ----------------------------------------    ---------
<S>                               <C>                <C>                   <C>                                         <C>
Eagle Ridge Mall                        1996/             626,867/         Dillard's, JCPenney, Sears                    None
 Lake Wales, Florida                    2000              314,585

Eden Prairie Mall                       1976/           1,124,683/         Kohl's, Mervyn's, Sears,                      None
 Eden Prairie, Minnesota           1989,1994,2001         438,875          Target, Von Maur

Fallbrook Mall                          1966/             788,437/         Burlington Coat Factory, Kmart,               One (4)
 West Hills, (Los Angeles),             1985              236,423          Mervyn's, Target
 California

Fox River Mall                          1984/           1,136,325/         Dayton's, JCPenney, Sears,                    None
 Appleton, Wisconsin               1991,1997,1998         541,411          Target, Younkers

Gateway Mall                            1990/             716,086/         Sears, Target, The Emporium,                  None
 Springfield/Eugene, Oregon             1999              432,821

Grand Traverse Mall                     1992/             577,649/         Hudson's, JCPenney, Target                    None
 Traverse City, Michigan                N/A               312,300

Greenwood Mall                          1979/             832,629/         Dillard's, Famous Barr,                       None
 Bowling Green, Kentucky             1987,1996            403,576          JCPenney, Sears

Knollwood Mall                          1955/             406,755/         Cub Foods, Kohl's                             None
 St. Louis Park,                      1981,1999           196,155
 (Minneapolis), Minnesota

Lakeview Square Mall                    1983/             607,607/         JCPenney, Marshall Field's, Sears             None
 Battle Creek, Michigan               1998,2001           316,014

Lansing Mall                            1969/             840,667/         Hudson's, JCPenney, Mervyn's,                 None
 Lansing, Michigan                      2001              397,265          Younkers

Lockport Mall                          1971/              336,015/         Ames, Rosa's Homestore,                       None
 Lockport, New York                     1984              122,934          The Bon Ton

Mall of the Bluffs                      1986/             666,427/         Dillard's, JCPenney, Sears, Target            None
 Council Bluffs, Iowa                 1988,1998           352,553


Mall St. Vincent                        1976/             546,045/         Dillard's, Sears                              None
 Shreveport, Louisiana                  1991              198,045

Market Place Shopping Center          1976/1984         1,105,488/         Bergner's, Famous Barr,                       One
 Champaign, Illinois            1987,1990,1994,1999       429,357          Sears

McCreless Mall                          1962/             477,118/         Beall's                                       One
 San Antonio, Texas                  1985,1997            291,260

Northridge Fashion Center               1971/           1,445,798/         JCPenney, Macy's, Robinson-May,               None
 Northridge, California              1995,1997            621,355          Sears

Oakwood Mall                            1986/             815,322/         JCPenney, Marshall Field's,                   One
 Eau Claire, Wisconsin               1991,1997            330,246          Scheel's All Sports, Sears
</TABLE>

                                    15 of 40

<PAGE>

<TABLE>
<CAPTION>
                                                Total GLA/Mall
                                  Year         and Freestanding
Name of Center/             Opened/Remodeled         GLA                                                          Anchor
  Location /(1)/               or Expanded     (Square Feet) /(2)/                 Anchors                       Vacancies
---------------------          -----------     -------------------   ----------------------------------------    ---------
<S>                         <C>                <C>                   <C>                                         <C>
Park Place                        1974/            1,038,839/        Dillards, Macy's, Sears                       None
 Tucson, Arizona                1998,2001            457,382

Piedmont Mall                     1984/              667,618/        Belk, Belk Men's Store,                       One
 Danville, Virginia               1995               205,207         JCPenney, Sears

Pierre Bossier Mall               1982/              611,098/        Dillard's, JCPenney,                          One
 Bossier City, Louisiana        1985,1993            229,194         Sears, Stage

The Pines                         1986/              604,887/        Dillard's, JCPenney,                          None
 Pine Bluff, Arkansas             1990               265,180         Sears, Wal-Mart

Regency Square Mall               1968/            1,456,668/        Belk, Dillard's, JCPenney,                    One
 Jacksonville, Florida       1992,1998,2001          577,667         Sears

Rio West Mall                     1981/              446,177/        Beall's, JCPenney, KMart                      None
 Gallup, New Mexico             1991,1998            265,044

River Falls Mall                  1990/              752,363/        Dillard's, Toys "R" Us, Wal-Mart              None
 Clarksville, Indiana              N/A               407,325

River Hills Mall                  1991/              647,664/        Herberger's, JCPenney,                        None
 Mankato, Minnesota               1996               283,722         Sears, Target

Riverlands Shopping Center       1965/               183,768/        None                                          One
 LaPlace, Louisiana             1984,1990            136,834

RiverTown Crossings               1999/            1,248,374/        Galyan's, Hudson's, JCPenney,                 None
 Granville (Grand Rapids),         N/A               521,403         Kohl's, Sears, Younkers
 Michigan

Sooner Fashion Square             1976/              511,419/        Dillard's, JCPenney,                          None
 Norman, Oklahoma               1989,1999            171,347         Old Navy Clothing Company,
                                                                     Sears, Steinmart

Southlake Mall                    1976/            1,016,645/        JCPenney, Macy's, Rich's, Sears               None
 Morrow, Georgia                1995,1999            278,145

SouthShore Mall                   1981/              337,828/        JCPenney, Sears                               One (5)
 Aberdeen, Washington              N/A               148,501

Southwest Plaza                   1983/            1,196,265/        Dillards, Foley's, JCPenney,                  One
 Littleton, Colorado         1994,1995,2001          559,088         Sears

Spring Hill Mall                  1980/            1,096,981/        Carson Pirie Scott, JCPenney, Kohl's,         None
 West Dundee, Illinois          1992,1997            415,401         Marshall Field's, Sears

The Tucson Mall                   1982/            1,304,968/        Dillards, JCPenney, Macy's,                   None
  Tucson, Arizona               1991,1993            446,704         Mervyn's, Robinson-May, Sears

Valley Hills Mall                 1978/              893,572/        Belk, Dillard's, JCPenney, Sears              None
 Hickory, North Carolina     1988,1990,1996          282,056

Valley Plaza Mall                 1967/            1,157,429/        Gottschalks, JCPenney,                        None
 Bakersfield, California     1988,1997,1998          430,740         Macy's, Robinson-May, Sears
</TABLE>

                                    16 of 40

<PAGE>

<TABLE>
<CAPTION>
                                                 Total GLA/Mall
                                   Year         and Freestanding
Name of Center/             Opened/Remodeled          GLA                                                         Anchor
 Location /(1)/                or Expanded     (Square Feet) /(2)/                  Anchors                      Vacancies
---------------------          -----------     -------------------   ----------------------------------------    ---------
<S>                         <C>                <C>                   <C>                                         <C>
West Valley Mall                  1995/             812,129/         Gottschalks, JCPenney, Ross Dress for Less,   None
 Tracy, California                1997              451,654          Sears, Target

Westwood Mall                     1972/             454,989/         Elder-Beerman, JCPenney                       One
 Jackson, Michigan             1978,1993            136,895
</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.
(4)  Contract pending for replacement.
(5)  Location scheduled for demolition and renovation.

                                    17 of 40

<PAGE>

                             UNCONSOLIDATED CENTERS

<TABLE>
<CAPTION>
                                                 Ownership      Total GLA/Mall
                              Year Opened/      Interest %     and Freestanding
Name of Center/                 Remodeled      of Operating           GLA                                         Anchor
 Location /(1)/                or Expanded      Partnership     Square Feet/(2)/       Anchors                   Vacancies
-------------------------      -----------      -----------     --------------    ---------------------          ---------
<S>                            <C>              <C>             <C>               <C>                            <C>
Alderwood Mall                    1979/             50            1,039,264/      JCPenney, Nordstrom,               One (3)
Lynnwood (Seattle),             1995,1996                           307,456       Sears, The Bon Marche,
Washington

Altamonte Mall                    1974/             50            1,099,805/      Burdines, Dillard's,                 None
Orlando, Florida                1989,1990                           421,257       JCPenney, Sears

Arrowhead Towne Center            1993/           16.7            1,112,061/      Dillard's, JCPenney, Mervyn's,    One (3)
Glendale, Arizona                  N/A                              374,114       Robinson-May

Bay City Mall                     1991/             50              526,184/      JCPenney, Sears,                     None
Bay City, Michigan              1994,1997                           210,533       Target, Younkers

Brass Mill Center/Commons        1997/              50            1,197,195/      Filene's, JCPenney,                   One
Waterbury, Connecticut            N/A                               612,557       Sears

Carolina Place                    1991/             50            1,091.284/      Belk, Dillard's, Hecht's,             None
Charlotte, North Carolina         1994                              317,782       JCPenney, Sears

Chula Vista Center                1962/             50              877,969/      JCPenney, Macy's,                    None
Chula Vista, California        1993,1994                            323,869       Mervyn's, Sears

Columbiana Centre                 1990/             50              871,965/      Belk, Dillard's,                      None
Columbia, South Carolina          1993                              312,988       Parisian, Sears

Deerbrook Mall                    1984/             50            1,198,119/      Dillard's, Foley's, JCPenney,        None
Humble (Houston), Texas         1996,1997                           458,526       Mervyn's, Sears

Eastridge Mall                    1970/             51            1,358,684/      JCPenney, Macy's, Sears           One (4)
San Jose, California         1982,1988,1995                         501,203

Lakeland Square                   1988/             50              900,094/      Belk, Burdines, Dillard's,           None
Lakeland, Florida              1990,1994                           290,056        Dillard's Men's & Home Store,
                                                                                  JCPenney, Sears

Landmark Mall                    1965/              51              969,287/      Hecht's, Lord & Taylor, Sears         One
Alexandria, VA                  1989,1990                           358,350

Mayfair Mall                      1958/             51            1,037,294/      The Boston Store,                    None
Wauwatosa, Wisconsin      1973,1986,1994, 2001                      537,984       Marshall Fields

Meadows Mall                     1978/              51              946,651/      Dillard's, JCPenney, Macy's,         None
Las Vegas, Nevada               1987,1997                           309,798       Sears

Montclair Plaza                   1968/             50            1,370,043/      JCPenney, Macy's,                    None
Montclair (Los Angeles),          1985                              567,028       Nordstrom, Robinson-May,
California                                                                        Sears, Wards

Moreno Valley Mall                1992/             50            1,035,606/      Gottschalks, JCPenney,               None
Moreno Valley, California         N/A                               430,072       Robinson-May, Sears

Natick Mall                       1966/             50           1,155,391/       Filene's, Lord & Taylor,             None
Natick, Massachusetts              1994                            428,729        Macy's, Sears
</TABLE>

                                    18 of 40

<PAGE>

<TABLE>
<CAPTION>
                                                 Ownership      Total GLA/Mall
                              Year Opened/      Interest %     and Freestanding
Name of Center/                 Remodeled      of Operating           GLA                                         Anchor
 Location /(1)/                or Expanded      Partnership     Square Feet/(2)/       Anchors                   Vacancies
-------------------------      -----------      -----------     ---------------   ---------------------          ---------
<S>                           <C>               <C>             <C>              <C>                             <C>
Neshaminy Mall                    1968/             25            1,062,487/      Boscov's, Sears,                  One
Bensalem, Pennsylvania          1995,1998                           425,696       Strawbridge

Newgate Mall                      1981/             50              726,729/      Dillard's, Mervyn's,
Ogden, Utah                     1994,1998                           316,565       Oshman's, Sears                   None

New Park Mall                    1980/              50            1,168,569/      JCPenney, Macy's, Mervyn's,       None
Newark, California                1993                              425,105       Sears, Target

Northbrook Court                  1976/             50              982,990/      Lord & Taylor, Marshall Fields,   None
Northbrook, Illinois            1995,1996                           446,713       Neiman Marcus

Northgate Mall                   1972/              51              821,600/      JCPenney, Proffitt's, Sears       None
Chattanooga, Tennessee          1991,1997                           378,980

North Point Mall                  1993/             50            1,367,422/      Dillard's, JCPenney, Lord &       None
Alpharetta (Atlanta), Georgia      N/A                              397,322       Taylor, Parisian, Rich's, Sears

The Oaks Mall                    1978/              51              911,172/      Belk, Burdines, Dillard's,        None
Gainesville, Florida              1995                              353,305       JCPenney, Sears

Oak View Mall                     1991/             51              867,615/      Dillard's, JCPenney,              None
Omaha, Nebraska                    N/A                              263,355       Sears, Younkers

Oglethorpe Mall                   1969/             51              935,131/      Belk, JCPenney, Rich's, Sears     None
Savannah, Georgia          1974,1982,1990,1992                      398,547

Park City Center                  1970/             51            1,393,515/      JCPenney, Kohl's, Sears,          None
Lancaster, Pennsylvania         1988,1997                          530,326        The Bon-Ton, Boscov's

The Parks at Arlington            1988/             50            1,188,309/      Dillard's, Foley's, JCPenney,     None
Arlington, Texas                  1996                              357,364       Mervyn's, Sears

Pavilions at Buckland Hills      1990/              50            1,006,300/      Dick's Sporting Goods, Filene's,  None
Manchester, Connecticut           1994                              378,128       Filene's Home Store, JCPenney,
                                                                                  Lord & Taylor, Sears

Pembroke Lakes Mall              1992/              50            1,103,122/      Burdine's, Dillard's,             None
Pembroke Pines, Florida           1997                              391,847       Dillard's Men's & Home Store
                                                                                  JCPenney, Sears

Prince Kuhio Plaza               1985/              50              504,427/      JCPenney, Macy's,                 One
Hilo, Hawaii                   1994,1999                            268,307       Sears

Quail Springs                    1980/              50            1,124,482/      Dillard's, Foley's,               None
Oklahoma City, Oklahoma      1992,1998,1999                         436,629       JCPenney, Sears

Steeplegate Mall                  1990/             50              481,418/      JCPenney, Sears,                  None
Concord, New Hampshire            N/A                               225,071       The Bon Ton

Stonebriar Centre                 2000/             50            1,657,523/      Foley's, Galyan's, JCPenney,      One
Frisco (Dallas), Texas             N/A                              711,106       Macy's, Nordstrom, Sears

Superstition Springs              1990/           16.7            1,067,978/      Dillard's, JCPenney, Mervyn's,    None
East Mesa, Arizona                1994                              361,284       Robinson-May, Sears

Town East Mall                    1971/             50            1,249,405/      Dillard's, Foley's, JCPenney,     None
Mesquite, Texas            1986,1996,1998,2000                      440,019       Sears
</TABLE>

                                    19 of 40

<PAGE>

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

Tysons Galleria                  1988/              50              810,959/      Macy's, Neiman Marcus,           None
McLean, Virginia               1994,1997                            299,026       Saks Fifth Avenue

Vista Ridge Mall                  1989/             50            1,053,151/      Dillard's, Foley's,              None
Lewisville, Texas                1991                               380,089       JCPenney, Sears

Washington Park Mall              1984/             50              351,406/      Dillard's, JCPenney,             None
Bartlesville, Oklahoma           1986                               157,110       Sears

West Oaks Mall                   1996/              50            1,071,928/      Dillard's, JCPenney,             None
Ocoee (Orlando), Florida         1998                               428,466       Parisian, Sears

Westroads Mall                    1968/             51            1,078,641/      JCPenney, The Jones Store,       None
Omaha, Nebraska              1990,1995,1999                         382,427       Von Maur, Younkers

Willowbrook Mall                  1981/             50             1,528,116/     Dillards, Foley's, JCPenney,     One
Houston, TX                      1992                                421,532      Lord & Taylor, Sears

The Woodlands Mall               1994/              25            1,032,490/      Dillard's, Foley's,              None
The Woodlands                     1998                              350,975       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.
(3)  Under contract for replacement.
(4)  Location scheduled for demolition and renovation.


          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, 2001.

                                    20 of 40

<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.
                                PORTFOLIO ANCHORS
                             AS OF DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                            Total   Square Feet
                   Name                                     Stores   (000's)
         ---------------------------                        ------- -----------
         <S>                                                <C>    <C>
         Sears                                                 82    12,235

         JCPenney                                              75     8,925

         Dillard's Inc.
           Dillard's                                           42     6,996
           Dillard's Men's and Home Store                       2       157
                                                           ------    ------
                 Sub-Total Dillard's Inc.                      44     7,153
                                                           ======    ======

         Target Corporation
           Target                                              15     1,658
           Mervyn's                                            17     1,414
           Marshall Fields                                      8     1,255
           Hudson's                                             4       517
           Dayton's                                             1       169
                                                           ------    ------

         Sub-Total Target Corporation                          45     5,013
                                                           ======    ======

         May Department Stores Company
           Foley's                                             11     2,015
           Robinson's-May                                       7     1,127
           Lord & Taylor                                        6       700
           Filene's                                             3       515
           Hecht's                                              2       345
           Famous Barr                                          2       272
           Strawbridge's                                        1       218
           The Jones Store                                      1       153
           Filene's Home Store                                  1        36
                                                           ------    ------
             Sub-Total May Department Stores Company           34     5,381
                                                           ======    ======

         Federated Department Stores, Inc.
           Macy's                                              17     3,017
           Rich's                                               5       937
           Burdines                                             5       676
           The Bon Marche                                       2       321
           Lazarus                                              1        50
                                                           ------    ------
             Sub-Total Federated Department Stores, Inc.       30     5,001
                                                           ======    ======

</TABLE>

                                    21 of 40

<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.
                                PORTFOLIO ANCHORS
                             AS OF DECEMBER 31, 2001
                                   (continued)

<TABLE>
<CAPTION>
                                                         Total     Square Feet
                   Name                                  Stores       (000's)
        ------------------------------------          ----------- -------------
        <S>                                           <C>         <C>
        Saks Holdings Incorporated
          Younkers                                         8            982
          Parisian                                         3            395
          Boston Store                                     1            211
          Bergners                                         1            154
          Carson Pirie Scott                               1            138
          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
                                                       =====         ======

        Belk
          Belk                                             8          1,172
          Belk Men's                                       1             34
                                                        ----         ------
             Sub-Total Belk                                9          1,206
                                                        ====         ======

        Kohl's                                             5            451
        Neiman-Marcus                                      3            423
        Gottschalks                                        4            418
        Boscov                                             2            412
        Nordstrom                                          3            379
        The Bon Ton                                        3            312
        KMart                                              3            301
        Wal-Mart                                           2            196
        Von Maur                                           1            329
        Scheel's All Sports                                2            174
        Galyans                                            2            169
        Elder-Beerman                                      3            141
        Cub Foods                                          1            130
        Burlington Coat Factory                            1            101
        Ames                                               1             81
        Dick's Sporting Goods                              1             80
        Oshman's                                           1             64
        Beall's                                            2             56
        The Emporium                                       1             50
        Rosa's Home Store                                  1             50
        Toys "R" Us                                        1             48
        Stein Mart                                         1             39
        Stage                                              1             35
        Old Navy Clothing Company                          1             34
        Ross Dress for Less                                1             28
                                                         ---         ------
                                                          47          4,501
                                                         ===         ======
</TABLE>

                                    22 of 40

<PAGE>

    Ground Leases   The Company currently leases the land under Rio West
                    Mall and Tuscon Mall, a portion of the land under Lansing,
                    Mall St. Vincent and Ala Moana malls and a portion of the
                    land under the Apache, 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 Real Estate
                    Affiliates. For information about certain environmental
                    matters, see "Item 1 - Business - Environmental Matters."

          ITEM 4.   No matters were submitted to a vote of General Growth's
    SUBMISSION OF   stockholders during the  fourth quarter of fiscal 2001.
     MATTERS TO A
 VOTE OF SECURITY
         HOLDERS

          PART II   The Common Stock is listed on the New York Stock Exchange
   ITEM 5. MARKET   ("NYSE") and trades under the symbol "GGP".  As of March 14,
 FOR REGISTRANT'S   2002, the 62,017,756 outstanding shares of Common Stock were
    COMMON EQUITY   held by approximately 1,484 stockholders of record. The
      AND RELATED   closing price per share of the Common Stock on the NYSE on
      STOCKHOLDER   such date was $44.24 per share.
          MATTERS

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

                            2001                   Price            Declared
                                            ------------------
                        Quarter Ended         High        Low     Distribution
                        -------------       -------     -------   ------------
                         March 31           $38.38       $33.00       $.53
                         June 30            $39.36       $33.75       $.53
                         September 30       $39.51       $32.80       $.65
                         December 31        $40.50       $34.35       $.65

                                    23 of 40

<PAGE>

                        2000                 Price            Declared
                                      -----------------
                    Quarter Ended      High        Low      Distribution
                    ------------      ------     ------     ------------
                    March 31          $30.56     $26.38         $.51
                    June 30           $34.19     $29.63         $.51
                    September 30      $34.50     $31.69         $.51
                    December 31       $36.50     $28.69         $.53

                        1999                 Price            Declared
                                      -----------------
                    Quarter Ended      High        Low      Distribution
                    ------------      ------     ------     ------------
                    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


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 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>
                                                   2001           2000          1999            1998           1997
                                                  ------         ------        ------          ------         ------
    <S>                                          <C>            <C>          <C>            <C>              <C>
    OPERATING DATA
    Revenue                                      $ 803,709      $ 698,767    $   612,342    $   426,576      $ 291,147
    Network discontinuance costs                    66,000              -              -              -              -
    Depreciation and amortization                  145,352        119,663        108,272         75,227         48,509
    Other operating expenses                       295,843        226,234        206,088        151,784        109,677
    Interest expense, net                          209,622        212,649        174,104        109,840         70,252
    Equity in income of
      Unconsolidated Affiliates                     63,566         50,063         19,689         11,067         19,344
    Minority Interest                              (40,792)       (52,380)       (33,058)       (29,794)       (49,997)
    Net gain on sales, including
      CenterMark in 1997                                 -             44          4,412            196         58,647
                                                 ---------      ---------    -----------    -----------      ---------
    Income before extraordinary items and
      cumulative effect of accounting change       109,666        137,948        114,921         71,194         90,703
    Extraordinary items                            (14,022)             -        (13,796)        (4,749)        (1,152)
    Cumulative effect of accounting change          (3,334)             -              -              -              -
                                                 ---------      ---------    -----------    -----------      ---------
    Net income (loss)                               92,310        137,948        101,125         66,445         89,551
                                                 ---------      ---------    -----------    -----------      ---------
    Convertible Preferred Stock Dividends          (24,467)       (24,467)       (24,467)       (13,433)             -

    Net income available
      to common stockholders                     $  67,843      $ 113,481    $    76,658    $    53,012      $  89,551
                                                 =========      =========    ===========    ===========      =========

    Earnings before extraordinary items and
      cumulative effect of accounting change
      per share-Basic                            $    1.61      $    2.18    $      1.97    $      1.60      $    2.78
    Earnings before extraordinary items and
      cumalative effect of accounting change
      per share-Diluted                               1.61           2.18           1.96           1.59           2.76
    Earnings per share-Basic                          1.28           2.18           1.67           1.46           2.75
    Earnings per share-Diluted                        1.28           2.18           1.66           1.46           2.73
    Distributions Declared Per Share                  2.36           2.06           1.98           1.88           1.80

    CASH FLOW DATA
    Operating Activities                         $ 207,125      $ 287,103    $   205,705    $    84,764      $  94,110
    Investing Activities                          (367,366)      (356,914)    (1,238,268)    (1,479,607)      (176,496)
    Financing Activities                           293,767         71,447      1,038,526      1,388,575         92,337
    FUNDS FROM OPERATIONS/(1)/
</TABLE>

                                    24 of 40

<PAGE>

<TABLE>
          <S>                                        <C>            <C>            <C>            <C>            <C>
          Operating Partnership                      $  376,799     $  330,299     $  274,234     $  192,274     $  147,625
          Minority Interest                            (101,844)       (90,805)       (82,631)       (69,182)       (52,890)
          Funds From Operations - Company               274,955        239,494        191,603        123,092         94,735

          BALANCE SHEET DATA
          Investment in Real Estate Assets - Cost    $5,703,568     $5,439,466     $5,023,690     $4,063,097     $2,157,251
          Total Assets                                5,646,807      5,284,104      4,954,895      4,027,474      2,097,719
          Total Debt                                  3,398,207      3,244,126      3,119,534      2,648,776      1,275,785

          Redeemable Preferred Units                    175,000        175,000             --             --             --
          Convertible Preferred Stock                   337,500        337,500        337,500        337,500             --
          Stockholders' Equity                        1,183,386        938,418        927,758        585,707        498,505
</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
            Operations   industry 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 $66,000 of network discontinuance
                         costs recognized in 2001. 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. In accordance
                         with past practices and consistent with current
                         recommendations of NAREIT, the Company has and will
                         continue to provide GAAP earnings and earnings per
                         share information in its periodic reports to investors
                         and the real estate investment community.

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

<TABLE>
<CAPTION>
                                                                       2001        2000        1999
                                                                    ---------   ---------   ---------
        <S>                                                         <C>         <C>         <C>
        Net Income available to common stockholders                 $  67,843   $ 113,481   $  76,658

        Extraordinary items - charges related to early retirement
         of debt                                                       14,022          --      13,796

        Cumulative effect of accounting change                          3,334          --          --

        Allocations to Operating Partnership unitholders               25,128      43,026      33,058

        Net loss (gain) on sales                                           --       1,005      (4,412)

        Depreciation and amortization                                 200,472     172,787     155,134

        Network discontinuance costs                                   66,000          --          --
                                                                    ---------   ---------   ---------

        Funds From Operations                                       $ 376,799   $ 330,299   $ 274,234
                                                                    =========   =========   =========
</TABLE>

                                    25 of 40

<PAGE>

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 and Analysis
                       of Financial Condition and Results of Operations have the
                       same meanings as in such Notes.

  Forward-Looking      This Annual Report may contain "forward-looking
  Information          statements" within the meaning of Section 27A of the
                       Securities Act of1933, 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
                       statements 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, costs of
                       capital and capital requirements, availability of real
                       estate properties, inability to consummate acquisition
                       opportunities, 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.

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

  Certain Information  As of December 31, 2001, the Company owned 100% of the
  About The Company    fifty-four Wholly-Owned  Centers, 50% of the common stock
          Portfolio    of GGP/Homart, 50% of the membership  interests in
                       GGP/Homart II, 51% of the common stock of GGP Ivanhoe,
                       51% of the common stock of GGP Ivanhoe III and 50% of
                       Quail Springs Mall and Town East Mall. Reference is

                                    26 of 40

<PAGE>

                       made to Notes 3 and 4 for a further discussion of such
                       entities owned by the Company. As of December 31, 2001,
                       GGP/Homart owned interests in twenty-three shopping
                       centers, GGP/Homart II owned interests in eight shopping
                       centers, GGP Ivanhoe owned interests in two shopping
                       centers, and GGP Ivanhoe III owned interests in eight
                       shopping centers (collectively, with the Wholly-Owned
                       centers, Quail Springs Mall and Town East Mall, the
                       "Company Portfolio").

                       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, 2000 had an
                       occupancy rate of approximately 91% as of such date. On
                       December 31, 2001, the Mall Store and Freestanding Store
                       portions of the centers in the Company Portfolio which
                       were not undergoing redevelopment were also approximately
                       91% occupied, as overall occupancy percentages which had
                       declined during 2001 recovered to 2000 levels by the end
                       of the year.

                       Total annualized sales averaged $355 per square foot for
                       the Company Portfolio for the year ended December 31,
                       2001, approximately equal to the comparable amount for
                       2000. 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, 2001 are of those tenants that were also operating
                       for the full year ended December 31, 2000. Comparable
                       Mall Store sales in the year ended December 31, 2001
                       decreased by 0.8% from the same period in 2000.

                       The Company Portfolio average Mall Store rent per square
                       foot from leases that expired in the year ended December
                       31, 2001 was $27.40. The Company Portfolio benefited from
                       increasing rents inasmuch as the average Mall Store rent
                       per square foot on new and renewal leases executed during
                       2001 was $33.29 or $5.89 per square foot above the
                       average for expiring leases.

Results of Operations
of the Company         General:
                       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, 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 and GGMI. 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
                       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. On January 1, 2001, the

                                    27 of 40

<PAGE>

                    Operating Partnership purchased the common stock of GGMI and
                    the preferred stock of GGMI, which was 100% owned by the
                    Operating Partnership, was cancelled. In August 2001, the
                    Company purchased a 100% interest in Tucson Mall. 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, 2000 and 2001, the effect of the
                    three operating properties contributed to GGP/Homart II and
                    the consolidation of GGMI's operations in 2001.

                    Comparison of Year Ended December 31, 2001 To Year Ended
                    December 31, 2000
                    Total revenues for 2001 were $803.7 million, which
                    represents an increase of $104.9 million or approximately
                    15.0% from $698.8 million in 2000. Approximately $12.8
                    million or 12.2% of the increase was from properties
                    acquired or developed after January 1, 2000. Minimum rent
                    during 2001 increased $28.6 million or 6.5% from $440
                    million in 2000 to $468.6 million. The acquisition and
                    development of properties generated a $7.6 million increase
                    in minimum rents. Expansion space, specialty leasing and a
                    combination of occupancy and rental charges at the
                    comparable centers accounted for the remaining increase in
                    minimum rents. Tenant recoveries increased by $8.4 million
                    or 3.9% from $213.5 million in 2000 to $221.9 million in
                    2001. The increase in tenant recoveries was generated by a
                    combination of new acquisitions and increased recoverable
                    operating costs at the comparable centers. Overage rents
                    decreased $5.8 million or 20.3 % from $28.6 million in 2000
                    to $22.8 million in 2001. The majority of the decline in
                    overage rents is due to the conversion of overage rent to
                    minimum rent on the releasing of tenant space and due to
                    general economic conditions as discussed below. Fees for
                    2001 increased $ 70.3 million or 1004.3% from $7.0 million
                    in 2000 to $77.3 million in 2001. The increase was primarily
                    generated by the acquisition of GGMI as described above and
                    in Notes 1 and 4.

                    Total operating expenses, including depreciation and
                    amortization, increased by approximately 46.6% or $161.3
                    million, from $345.9 million in 2000 to $507.2 million in
                    2001. Part of the increase in total operating expenses was
                    attributable to the $66 million provision for the
                    discontinuance of the Company's Network Services development
                    activities as more fully described in Note 11. The Company's
                    Network Services development activities was an effort to
                    create for retailers a suite of broadband applications to
                    support retail tenant operations, on-line sales, and private
                    wide area network services to be delivered by the Broadband
                    System as discussed below. The Network Services development
                    activities were discontinued on June 29, 2001, resulting in
                    a charge to operations of $65 million in the three months
                    ended June 30, 2001, which represented the Company's entire
                    investment in the Network Services development activities.
                    The Company incurred $1 million of net incremental
                    discontinuance costs in the three months ended September 30,
                    2001 related primarily to payroll and severance costs and
                    expects that any net additional costs related to the
                    discontinuance of the Network Services development
                    activities will not be significant. Depreciation expense
                    increased by approximately $25.7 million, primarily due to
                    increased depreciation on property additions including
                    Broadband System additions which have shorter depreciable
                    lives. An increase of $65.9 million was attributable to the
                    consolidation of GGMI as described above and in Notes 1 and
                    4. The increase in total operating expenses from the new
                    acquisitions described above consists primarily of
                    approximately $1.2 million of real estate taxes, $3.2
                    million of property operating costs, and $2.7 million of
                    depreciation and amortization.

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                    Interest income decreased approximately $7.8 million or
                    62.4% from $12.5 million in 2000 to $4.7 million in 2001.
                    The note receivable from GGMI generated $6.8 million of
                    interest income in 2000, whereas no such interest income was
                    recognized in 2001 due to the consolidation of GGMI in 2001
                    as discussed above. The corresponding interest expense
                    incurred by GGMI in 2000 was reflected as a component of the
                    equity in the income (loss) of GGMI.

                    Interest expense decreased by $10.8 million or 4.8% from
                    $225.1 million in 2000 to $214.3 million in 2001. Declines
                    in effective interest rates, partially offset by the effect
                    of acquisitions, were the major source of such interest
                    expense decreases.

                    Equity in income (loss) of unconsolidated affiliates during
                    2001 increased by $13.5 million to $63.6 million from $50.1
                    million in 2000. GGP/Homart II accounted for an increase of
                    approximately $4 million primarily due to declines in
                    interest rates in 2001 and the acquisition of Willowbrook
                    Mall in March 2001 by GGP/Homart II. The Company's ownership
                    interest in GGMI resulted in a increase of $1.6 million due
                    to the consolidation of GGMI in 2001.

                    Extraordinary items were approximately $14.0 million in
                    2001, primarily due to the refinancing of debt (see also
                    Note 5) as a result of the GGP MPTC financing and the 2001
                    Offering (as discussed below and in Note 1).

                    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 53.8% 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 5.9% 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. Fees 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 operating expenses, including depreciation and
                    amortization, increased by approximately 10% or $31.5
                    million, from $314.4 million in 1999 to $345.9 million in
                    2000. The majority of the increase in total operating
                    expenses was attributable to properties acquired and
                    developed in 1999 and 2000. The increase in total operating
                    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 $34.5 million or 18.1% from
                    $190.6 million in 1999 to $225.1 million in 2000,
                    substantially all due to indebtedness incurred in connection
                    with

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                      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 income (loss) 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 a increase of $11.1
                      million over 1999.

Liquidity and Capital As of December 31, 2001, the Company held approximately
     Resources of the $160.8 million of  unrestricted cash and cash equivalents
              Company and approximately $155.1 million of marketable securities.
                      As described in Note 1, such marketable securities
                      represent a portion of the certificates issued through the
                      GGP MPTC financing (Note 5) and are secured by 28
                      properties included in the Company Portfolio. The Company
                      uses operating cash flow as the principal source of
                      internal funding for short-term liquidity and capital
                      needs such as tenant construction allowances and minor
                      improvements made to individual properties that are not
                      recoverable through common area maintenance charges to
                      tenants. The Company continues to explore potential
                      long-term investment alternatives such as acquisitions,
                      new development, expansions and major renovation programs
                      at individual centers. These long-term investments may
                      require external sources of long-term liquidity such as
                      construction loans, mini-permanent loans, long-term
                      project financing, joint venture 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
                      considers its Unconsolidated Real Estate Affiliates as
                      potential sources of short and long-term liquidity. In
                      such regard, the Company has borrowed approximately $95
                      million from GGP/Homart and GGP/Homart II (bearing
                      interest at 5.5% per annum and due March 30, 2003).

                      At December 31, 2001, the Company had borrowed $207
                      million on its Term Loan which matures on July 31, 2003.
                      Further, during December 2001, the Company issued
                      9,200,000 shares of Common Stock in a public offering (the
                      "2001 Offering") (Note 1) which resulted in net proceeds
                      to the Company of approximately $345 million. In addition,
                      in order to maintain its access to the public equity and
                      debt markets, the Company has a currently effective shelf
                      registration statement under which up to an additional $2
                      billion in equity or debt securities could be issued from
                      time to time. The Company also believes it could obtain,
                      if necessary, revolving credit facilities similar to those
                      which were fully repaid in December 2001 with a portion of
                      the proceeds of the GGP MPTC financing.

                      As of December 31, 2001, the Company had consolidated debt
                      of approximately $3,398 million, of which approximately
                      (after the effect of certain interest rate swap agreements
                      described below) $2,906 million is comprised of debt
                      bearing interest at fixed rates, with the remaining
                      approximately $492 million bearing interest at variable
                      rates. In addition, the Company's pro rata share of the
                      debt of the Unconsolidated Real Estate Affiliates was
                      approximately $1,610.6 million, of which approximately
                      (after the effect of certain interest rate swap
                      agreements) $1,180.7 million is comprised of debt bearing
                      interest at a fixed rate, with the remaining approximately
                      $429.9 million bearing interest at variable rates. Except
                      in instances where certain Wholly-Owned Centers are
                      cross-collateralized with the Unconsolidated Centers, the
                      Company has not otherwise guaranteed the debt of the
                      Unconsolidated Real Estate Affiliates. 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

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                    fluctuations.

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

                    In January 2001, GGMI borrowed $37.5 million under a new
                    revolving line of credit obtained by GGMI. The interest rate
                    per annum with respect to any borrowings varied from LIBOR
                    plus 100 to 190 basis points depending on the Company's
                    average leverage ratio and the revolving line of credit had
                    been scheduled to mature in July 2003. All borrowings under
                    the line of credit were fully repaid in December 2001 from a
                    portion of the proceeds of the GGP MPTC financing and the
                    revolving line of credit was terminated.

                    In March 2001, the Company obtained a $65 million
                    redevelopment loan collateralized by Eden Prairie Mall. The
                    new loan had an initial draw of approximately $19.4 million,
                    required monthly payments of interest at a rate of LIBOR
                    plus 190 basis points and was fully repaid in December 2001
                    from a portion of the proceeds of the 2001 Offering.

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

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

                    During June 2001, the Company refinanced Northridge Fashion
                    Center, one of the nine malls which had collateralized the
                    GGP-Ivanhoe CMBS. The outstanding principal amount of the
                    GGP-Ivanhoe CMBS was reduced by approximately $132.5 million
                    with the proceeds of a new long-term mortgage loan. The new
                    $140 million non-recourse mortgage loan provides for monthly
                    payments of principal and interest at a rate per annum of
                    7.24% and matures July 1, 2011.

                    In August 2001, the Company acquired the Tucson Mall which
                    was financed primarily by a new $150 million collateralized
                    short-term acquisition loan. The new loan bore interest at
                    LIBOR plus 95 basis points and was scheduled to mature in
                    December 2001. The loan was refinanced in December 2001 with
                    a portion of the proceeds of the GGP MPTC financing
                    described below.

                    During August 2001, the Company refinanced Bayshore Mall
                    with a long-term fixed rate mortgage loan. The $34.3 million
                    new non-recourse mortgage loan bears interest at 7.13% per
                    annum and matures in September 2011.

                    In October 2001, the Company refinanced the debt
                    collateralized by the Century Plaza, Eagle Ridge and
                    Knollwood Malls (with a previous outstanding aggregate
                    balance of approximately $66.5 million). The new $90 million
                    bridge loan bore interest at a rate per annum equal to LIBOR
                    plus 210 basis points and was scheduled to mature on
                    February 1, 2002. The bridge loan was repaid in December
                    2001 from a portion of the proceeds of the 2001 Offering.

                    In December 2001, the Operating Partnership and certain
                    Unconsolidated Real Estate Affiliates completed the
                    placement of $2,550 million of non-recourse commercial
                    mortgage pass-through certificates through the GGP MPTC
                    financing as more fully described in Note 5. The
                    certificates are comprised of 36 and 51 month variable rate

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<PAGE>

                    securities (before extension options) and 5 year fixed rate
                    securities. This new financing is collateralized by a
                    portfolio of 28 properties, including 19 malls that are
                    owned by GGP/Homart, GPP/Homart II or GGP Ivanhoe III. The
                    GGP MPTC financing replaced the GGP-Ivanhoe CMBS, the Ala
                    Moana CMBS, a CMBS loan collateralized by a portfolio of ten
                    properties owned by GGP/Homart or GGP/Homart II and certain
                    other individual property mortgages. The original principal
                    amount of the GGP MPTC was comprised of $1,235 million
                    attributed to the Operating Partnership, $900 million to
                    GGP/Homart and GGP/Homart II and $415 million to GGP Ivanhoe
                    III. The interest rates on approximately $666.9 million of
                    the consolidated variable rate securities were fixed by
                    interest rate swaps which effectively limit the rate on such
                    debt to a current weighted average annual rate of 4.85%.
                    Approximately $575 million of such swap agreements are with
                    independent financial services firms and approximately $91.9
                    million is with GGP Ivanhoe III to provide Ivanhoe with
                    only variable rate debt. The interest rates on an
                    additional $475 million of variable rate debt collateralized
                    by properties owned by the GGP/Homart and GGP/Homart II
                    joint ventures were fixed by interest rate swaps which
                    effectively limit the rate on such debt to a current
                    weighted average annual rate of 4.83%. The financing
                    provided approximately $470 million of excess proceeds
                    (including amounts attributed to GGP/Homart, GGP/Homart II
                    and GGP Ivanhoe III). Approximately $95 million of the
                    attributed proceeds to GGP/Homart and GGP/Homart II were
                    loaned to the Operating Partnership as described in Note 5.
                    Such proceeds were used to repay other short-term
                    borrowings, interim financing, acquire certain marketable
                    securities described above and provide for additional
                    liquidity needs.

                    In December 2001, General Growth completed the 2001 Offering
                    as more fully described in Note 1. General Growth received
                    net proceeds of approximately $345 million from the sale of
                    9,200,000 shares of Common Stock which were utilized to
                    reduce existing indebtedness and increase working capital.

                    On March 3, 2002, the Company entered into a definitive
                    merger agreement with JP Realty, Inc. ("JP Realty"), a
                    publicly held real estate investment trust and its operating
                    partnership subsidiary, Price Development Company, Limited
                    Partnership ("PDC"). The total acquisition price of JP
                    Realty will be approximately $1,100 million which includes
                    assumption of approximately $460 million in existing debt
                    and approximately $116 million of existing preferred
                    operating units. Pursuant to the terms of the merger
                    agreement, each outstanding share of JP Realty common stock
                    will be converted into $26.10 in cash. Holders of common
                    units of partnership interest PDC will receive $26.10 per
                    unit in cash or, at the election of the holder, .522 units
                    of 8.5% Series B convertible preferred partnership units of
                    the Operating Partnership (convertible to Common Stock based
                    on a conversion price of $50 per share). JP Realty owns or
                    has an interest in 50 properties, including 18-enclosed
                    regional mall centers, 25 anchored community centers, one
                    free standing retail property and 6 mixed-use
                    commercial/business properties, containing an aggregate of
                    over 15.1 million square feet of GLA in 10 western states.
                    The transaction is scheduled to close in the second quarter
                    of 2002 and is subject to certain closing conditions
                    including approval by the stockholders of JP Realty.

                    In addition, certain Unconsolidated Real Estate Affiliates
                    completed significant investment and financing transitions
                    since December 31, 2000 as summarized as follows:

                    During March 2001, GGP/Homart II closed on a new $125
                    million non-recourse mortgage loan collateralized by
                    Stonebriar Centre. The new loan (the principal balance of
                    which was increased to $135 million in August 2001) bears
                    interest at LIBOR plus 75 basis points per annum and matures
                    October 2003 (assuming all no cost extension options
                    available are exercised). Approximately $80 million of the
                    proceeds was

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                    advanced to GGP/Homart at March 31, 2001 to repay other
                    GGP/Homart mortgage debt and the majority of the remainder
                    was utilized to fund the cash portion of the March, 2001
                    purchase of the Willowbrook Mall in Houston, Texas as
                    discussed in Note 4. The balance of the $145 million
                    purchase price of Willowbrook Mall was financed by a $102
                    million non-recourse mortgage loan which bears interest at
                    6.93% per annum and matures in April 2011.

                    In April 2001, GGP/Homart closed on a new $90 million
                    non-recourse mortgage loan collateralized by Vista Ridge
                    Mall. The new mortgage loan refinanced the approximately
                    $69.3 million allocated to the Vista Ridge Mall portion of
                    GGP/Homart pooled financing. The new mortgage loan bears
                    interest at a rate of 6.87% per annum, requires monthly
                    payments of principal and interest and matures in April
                    2011.

                    In July 2001, GGP/Homart obtained a new $100 million
                    redevelopment loan collateralized by Brass Mill Center and
                    Commons. The new loan bore interest at LIBOR plus 162.5
                    basis points and was scheduled to mature in July 2003. This
                    loan was refinanced in December 2001 with a portion of the
                    proceeds of the GGP MPTC financing described below.

                    In August 2001, GGP/Homart II refinanced Northbrook Court.
                    The new fixed-rate $98 million non-recourse loan repaid the
                    $74 million allocated to the Northbrook Court portion of the
                    GGP/Homart II pooled financing. The new loan provides for
                    monthly payments of principal and interest at a rate of
                    7.15% per annum and is scheduled to mature in September
                    2011.

                    In September 2001, GGP/Homart refinanced the mortgage loan
                    collateralized by Arrowhead Towne Center with a new
                    non-recourse mortgage loan securing two promissory notes,
                    one in the amount of $75 million and the other in the amount
                    of $10 million. The notes are identical, other than the
                    amounts, and bear interest at 6.9% per annum and mature in
                    October 2011.

                    In November 2001, GGP/Homart repaid the $35 million mortgage
                    loan collateralized by the Moreno Valley Mall. This
                    repayment was financed by current working capital which was
                    replaced in December 2001 by a portion of the proceeds of
                    the GGP MPTC financing described below.

                    None of the Company's consolidated debt is scheduled to
                    mature in 2002 and approximately $282 million of
                    consolidated debt is scheduled to mature in 2003. In
                    addition, the Unconsolidated Real Estate Affiliates have
                    certain mortgage loans maturing in 2002 (the Company's
                    prorata portion of which is approximately $179.7 million).
                    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 Term Loan or
                    raise equity capital. If additional capital is required, the
                    Company believes that it can increase the amounts available
                    under the Term Loan, obtain new revolving credit facilities,
                    obtain an interim bank loan, obtain additional mortgage
                    financing on under-leveraged or unencumbered assets, enter
                    into new joint venture partnership arrangements or raise
                    additional debt or equity capital. However, there can be no
                    assurance that 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

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                       pooled or property-specific, non-recourse fixed-rate
                       mortgage financing.

                       Net cash provided by operating activities was $207.1
                       million in 2001, a decrease of $73 million from $280.1
                       million in the same period in 2000. Net income before
                       gain on sales, extraordinary items and cumulative effect
                       of accounting change decreased $28.2 million, which was
                       primarily due to the $66 million provision for the
                       discontinuance of the Network Services development
                       activities as described above.

                       Net cash provided by operating activities was $287.1
                       million in 2000, an increase of $81.4 million from $205.7
                       million in the same period in 1999. Net income before
                       gain on sales, extraordinary items and cumulative affect
                       of acquiring change increased $27.4 million, which was
                       primarily due to earnings attributable to properties
                       acquired in 2000 and 1999.

Summary of Investing   Net cash used by investing activities in 2001 was $367.4
          Activities   million, compared to a use of $349.9 million in 2000.
                       Cashflow from investing activities was affected by the
                       timing of acquisitions, development and improvements to
                       real estate properties, requiring a use of cash of
                       approximately $338.2 million in 2001 compared to $286.7
                       million in 2000. In addition, approximately $155.1
                       million of the use of cash for investing activities was
                       the purchase of the marketable securities discussed in
                       Note 1.

                       Net cash used by investing activities was $356.9 million
                       in 2000 compared to $1,238.3 million of cash used in
                       1999. Cash 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.

          Summary of   Financing activities provided cash of $293.8 million in
Financing Activities   2001, compared to $71.4 million in 2000. The 2001
                       Offering resulted in net proceeds of approximately $345
                       million which, as described in Note 1, was utilized to
                       reduce outstanding indebtedness and provide for
                       additional working capital. An additional significant
                       contribution of cash from financing activity was
                       financing from mortgages and acquisition debt, which had
                       a positive impact of $2,138 million in 2001 versus
                       approximately $360 million in 2000. The majority of such
                       financing was attributable to the GGP MPTC financing
                       described above. 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 2001 and 2000).

                       Financing activities in 2000 provided $71.4 million of
                       cash compared to a $1,038.5 million source of cash flow
                       in 1999. 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.

   REIT Requirements   In order to remain qualified as a real estate investment
                       trust for federal income tax purposes, the Company must,
                       among other things, distribute at least 90% of its
                       ordinary taxable income to stockholders and distribute to
                       stockholders, or pay tax on, 100% of capital gains. The
                       following factors, among others, will

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                      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 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 Code for continued
                      qualification as a real estate investment trust and to
                      avoid any Company level federal income or excise tax.

                      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 ("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 Operating Partnership acquired for
                      nominal cash consideration 100% of the common stock of
                      GGMI and has elected in 2001 to have GGMI treated as a
                      TRS. In connection with the acquisition, the GGMI
                      preferred stock owned by the Operating Partnership was
                      cancelled and approximately $40 million of the outstanding
                      loans owed by GGMI to the Operating Partnership
                      contributed to the capital of GGMI. The Operating
                      Partnership and GGMI concurrently terminated the
                      management contracts for the Wholly-Owned Centers as the
                      management activities would thereafter be performed
                      directly by the Company. GGMI has continued 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 13, certain accounting
         Accounting   pronouncements were issued in 2001, which either became
     Pronouncements   effective in 2001 or will become effective in subsequent
                      years. The Company does not expect the application of such
                      new pronouncements to have a significant impact on its
                      consolidated results of operations. However, the Company
                      has over the past six months experienced a significant
                      increase in its stock price. Pursuant to Interpretation 44
                      as more fully described in Note 13, certain options
                      granted under the 1998 Incentive Plan (Note 9) may vest in
                      2002 which would cause the recognition of approximately
                      $5.3 million of additional compensation cost in 2002.

Economic Conditions   Inflation has been relatively low and has not had a
                      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 partially 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
                      expire each year which may enable the Company to replace
                      or renew such expiring leases with new leases at higher
                      base and/or percentage rents, if rents under the expiring
                      leases are below the then-existing market rates. Finally,
                      many of the existing leases require the tenants to pay all
                      or substantially all of their share of certain operating
                      expenses, including common area maintenance, real estate
                      taxes and insurance, thereby partially reducing the
                      Company's exposure to increases in costs and operating
                      expenses resulting from inflation.

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                    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, 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 and swap
                    agreements as described below. Finally, subject to current
                    market conditions, the Company has a policy of replacing
                    variable rate debt with fixed rate debt. (See Note 5).

                    During 2000 and 2001, the retail sector was experiencing
                    declining growth due to layoffs, eroding consumer
                    confidence, falling stock prices and, most recently, the
                    September 11th attacks. Although the 2001 holiday season was
                    generally stronger than economist predictions, the retail
                    sector and the economy as a whole remains weak. 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, a number of local, regional and national
                    retailers, including tenants of the Company, have
                    voluntarily closed their stores or 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 $3.3 million per year,
                    which represents less than 1% of average total revenues of
                    $704.9 million. In addition, the Company historically has
                    generally been successful in finding new uses or tenants for
                    retail locations that are vacated either as a result of
                    voluntary store closing or bankruptcy proceedings.
                    Therefore, the Company does not expect these store closings
                    or bankruptcy reorganizations to have a material impact on
                    its consolidated financial results of operations.

                    The Company and its affiliates currently have interests in
                    97 operating shopping centers in the United States. 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 installed a
                    broadband wiring and routing system that provides tenants at
                    its properties with the supporting equipment to allow
                    tenants and mall locations to arrange high-speed cable
                    access to the Internet (the "Broadband

                                    36 of 40

<PAGE>

                    System") as more fully discussed in Note 11. The Company has
                    made a cumulative investment of approximately $67.7 million
                    in the Broadband System as of December 31, 2001, which has
                    been reflected in buildings and equipment and investments in
                    Unconsolidated Real Estate Affiliates in the accompanying
                    consolidated financial statements.


         ITEM 7A.   The Company has not entered into any transactions using
 QUANTITATIVE AND   derivative commodity instruments. The Company is subject to
      QUALITATIVE   market risk associated with changes in interest rates.
      DISCLOSURES   Interest rate exposure is principally limited to the
     ABOUT MARKET   $1,158.7 million of debt of the Company outstanding at
             RISK   December 31, 2001 that is priced at interest rates that vary
                    with the market. However, approximately $666.9 million of
                    such floating rate consolidated debt is comprised of
                    non-recourse commercial mortgage-backed securities which are
                    subject to interest rate swap agreements, the effect of
                    which is to fix the interest rate the Company would be
                    required to pay on such debt to approximately 4.85% per
                    annum. Therefore, a 25 basis point movement in the interest
                    rate on the remaining $492 million of variable rate debt
                    would result in an approximately $1.2 million annualized
                    increase or decrease in consolidated interest expense and
                    cash flows. The remaining debt is fixed rate debt. In
                    addition, the Company is subject to interest rate exposure
                    as a result of the variable rate debt collateralized by the
                    Unconsolidated Real Estate Affiliates for which similar
                    interest rate swap agreements have not been obtained. The
                    Company's share (based on the Company's respective equity
                    ownership interests in the Unconsolidated Real Estate
                    Affiliates) of such variable rate debt was approximately
                    $430 million. A similar 25 basis point annualized movement
                    in the interest rate on the variable rate debt of the
                    Unconsolidated Real Estate Affiliates would result in an
                    approximately $1.1 million annualized increase or decrease
                    in the Company's equity in the income and cash flows from
                    the Unconsolidated Real Estate Affiliates. The Company is
                    further subject to interest rate risk with respect to its
                    fixed rate financing in that changes in interest rates will
                    impact the fair value of the Company's fixed rate financing.
                    The Company has an ongoing program of refinancing its
                    consolidated and unconsolidated variable and fixed rate debt
                    and believes that this program allows it to vary its ratio
                    of fixed to variable rate debt and to stagger its debt
                    maturities to respond to changing market rate conditions.
                    Reference is made to Item 2 above and Note 5 for additional
                    debt information. The Company is further subject to market
                    risk associated with changes in interest rates with respect
                    to its $155.1 million investment in marketable securities. A
                    similar 25 basis point movement in interest rates would
                    result in an approximately $.4 million annualized increase
                    or decrease in interest income and cash flow.

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

  ITEM 9. CHANGES   On March 29, 2001, the Board of Directors of General Growth,
           IN AND   acting upon the recommendation of the Audit Committee of the
    DISAGREEMENTS   Board, approved the engagement of Deloitte & Touche LLP as
             WITH   its independent accountants for the fiscal year ending
   ACCOUNTANTS ON   December 31, 2001 to replace the firm of
   ACCOUNTING AND   PricewaterhouseCoopers LLP ("PwC"), who  was informed on
        FINANCIAL   March 29, 2001 that it would no longer serve as the
       DISCLOSURE   Company's independent accountants.

                    The reports of PwC on the Company's financial statements for
                    the past two fiscal years contained no adverse opinion or a
                    disclaimer of opinion and were not qualified or modified as
                    to uncertainty, audit scope or accounting principle. In
                    connection with its audits for the two most recent fiscal
                    years and the subsequent interim period

                                    37 of 40

<PAGE>


                    through March 29, 2001, there have been no disagreements
                    with PwC on any matter of accounting principles or
                    practices, financial statement disclosure, or auditing scope
                    or procedure, which disagreements, if not resolved to the
                    satisfaction of PwC, would have caused them to make
                    reference thereto in their reports on the financial
                    statements for such years. During the two most recent fiscal
                    years and the subsequent interim period through March 29,
                    2001, there were no reportable events (as defined in Item
                    304(a)(1)(v) of Regulation S-K).

                    During the two most recent fiscal years and the subsequent
                    interim period through March 29, 2001, the Company did not
                    consult with Deloitte & Touche LLP regarding either (i) the
                    application of accounting principles to a specified
                    transaction, either completed or proposed; (ii) the type of
                    audit opinion that might be rendered on the financial
                    statements; or (iii) any matter that was either the subject
                    of a disagreement (as defined in Item 304(a)(1)(iv) of
                    Regulation S-K) or a reportable event (as defined in Item
                    304(a)(1)(v) of Regulation S-K).

                    The Company had reported this change in accountants in a
                    Current Report on Form 8-K, as amended, dated March 29,
                    2001, and the Company provided PwC with a copy of the
                    disclosures of the Company in response to Item 4 in such
                    Form 8-K. PwC furnished the Company a letter addressed to
                    the Securities and Exchange Commission stating that it
                    agrees with certain statements of the Company made in the
                    Form 8-K. A copy of such letter is incorporated by reference
                    into Exhibit 16 of this Form 10-K.

          PART III

          ITEM 10.  The information which appears under the captions "Election
     DIRECTORS AND  of Directors" and "Executive Officers" in the Company's
         EXECUTIVE  proxy statement for its 2002 Annual Meeting of Stockholders
   OFFICERS OF THE  is incorporated by reference into this Item 10.
           COMPANY


ITEM 11. EXECUTIVE  The information which appears under the caption "Executive
      COMPENSATION  Compensation" in the Company's proxy statement for its 2002
                    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 12. SECURITY  The information which appears under the captions "Certain
      OWNERSHIP OF  Relationships and Related Party Transactions" and "Stock
CERTAIN BENEFICIAL  Ownership" in the Company's proxy statement for its 2002
        OWNERS AND  Annual Meeting of Stockholders is incorporated by
        MANAGEMENT  reference into this Item 12.

  ITEM 13. CERTAIN  The information which appears under the caption
     RELATIONSHIPS  "Compensation Committee Interlocks and Insider
       AND RELATED  Participation" and "Certain Relationships and Related Party
      TRANSACTIONS  Transactions" in the Company's proxy statement for its 2002
                    Annual Meeting of Stockholders is incorporated by reference
                    into this Item 13.

           PART IV

ITEM 14. EXHIBITS,  (a)  Financial Statements and Financial Statement Schedules.
         FINANCIAL
       STATEMENTS,  The consolidated financial statements and schedules listed
                    in the accompanying Index to

                                    38 of 40

<PAGE>


    SCHEDULES AND   Consolidated Financial Statements and Financial Statement
       REPORTS ON   Schedules are filed as part of this Annual Report on Form
         FORM 8-K   10-K.

                    (b) The following reports on Form 8-K were filed by the
                    Company during the last quarter of the period covered by
                    this report.

                    The Company's Report on Form 8-K dated November 20, 2001
                    describing under Item 5 the Company's pricing of the GGP
                    MPTC financing. No financial statements were required to be
                    filed therewith.

                    The Company's Report on Form 8-K dated December 5, 2001
                    describing under Item 5 the Company's completion of the
                    placement of $2.55 billion of GGP MPTC financing. No
                    financial statements were required to be filed therewith.

                    The Company's Report on Form 8-K dated December 12, 2001
                    describing under Item 5 the Company's negotiations to
                    acquire a multi-billion portfolio of real estate assets. No
                    financial statements were required to be filed therewith.

                    The Company's Report on Form 8-K dated December 12, 2001
                    describing under Item 5 the issuance and sale of 9,200,000
                    shares of Common Stock of the Company. No financial
                    statements were required to be filed therewith.

                    The Company's Report on Form 8-K dated December 14, 2001
                    describing under Item 5 the rejection of the Company's bid
                    to acquire a multi-billion portfolio of real estate assets.
                    No financial statements were required to be filed therewith.

                    (c) Exhibits.

                    See Exhibit Index on page S-1

                                    39 of 40

<PAGE>

                                   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, 2002


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
<S>                            <C>                                           <C>
/s/ Matthew Bucksbaum
--------------------------
Matthew Bucksbaum              Chairman of the Board                         March 14, 2002


/s/ Robert Michaels
--------------------------
Robert Michaels                Director, President                           March 14, 2002
                               and Chief Operating Officer

/s/ Bernard Freibaum
--------------------------
Bernard Freibaum               Executive Vice President, Chief Financial
                               Officer and Principal Accounting Officer      March 14, 2002


/s/ Anthony Downs
--------------------------
Anthony Downs                  Director                                      March 14, 2002


/s/ Morris Mark
--------------------------
Morris Mark                    Director                                      March 14, 2002


/s/ Beth Stewart
--------------------------
Beth Stewart                   Director                                      March 14, 2002


/s/ Alan Cohen
--------------------------
Alan Cohen                     Director                                      March 14, 2002
</TABLE>

                                    40 of 40


<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                      AND CONSOLIDATED FINANCIAL STATEMENT
                                    SCHEDULE

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

General Growth Properties, Inc.

Financial Statements                                                     Page(s)

  Independent Auditors' Report                                               F-2

  Independent Auditors' Report                                               F-3

  Independent Auditors' Report                                               F-4

Report of Independent Accountants                                            F-5

  Consolidated Balance Sheets as of December 31, 2001 and 2000               F-6

  Consolidated Statements of Operations and Comprehensive Income
     for the years ended December 31, 2001, 2000 and 1999                    F-7

  Consolidated Statements of Stockholders' Equity for the
     years ended December 31, 2001, 2000 and 1999                       F-8, F-9

  Consolidated Statements of Cash Flows for the years ended
     December 31, 2001, 2000 and 1999                                       F-10

  Notes to Consolidated Financial Statements                        F-11 to F-42


Financial Statement Schedule

  Independent Auditors' Report                                        F-43, F-44

  Schedule III - Real Estate and Accumulated Depreciation                   F-45


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>

                          Independent Auditors' Report

Board of Directors and Stockholders
General Growth Properties, Inc.

We have audited the accompanying consolidated balance sheet of General Growth
Properties, Inc. (the "Company") as of December 31, 2001, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity, and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. We did not audit the consolidated financial
statements of GGP/Homart, Inc. and GGP/Homart II L.L.C., the Company's
investments in which are accounted for by use of the equity method. The
Company's equity of $223,650,000 in GGP/Homart, Inc. net assets and
$134,453,000 in GGP/Homart II L.L.C.'s net assets as of December 31, 2001 and of
$21,822,000 and $23,995,00 in GGP/Homart, Inc. net income and GGP/Homart II
L.L.C.'s net income, respectively, for the year then ended are included in the
accompanying consolidated financial statements. The consolidated financial
statements of GGP/Homart, Inc. and GGP/Homart II L.L.C. were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for such companies, is based solely on the
reports of such other auditors.

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

In our opinion, based on our audit and the reports of the other auditors, such
consolidated financial statements present fairly, in all material respects, the
consolidated financial position of General Growth Properties, Inc. at December
31, 2001, and the consolidated results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

As discussed in Note 13 to the consolidated financial statements, the Company
changed its method of accounting for derivative instruments and hedging
activities in 2001.

Deloitte & Touche LLP


Chicago, Illinois
February 6, 2002
(March 3, 2002 as to Note 15)

                                      F-2

<PAGE>

                          Independent Auditors' Report

The Stockholders
GGP/Homart, Inc:

We have audited the consolidated balance sheet of GGP/Homart, Inc. (a Delaware
Corporation) and subsidiaries (the Company) as of December 31, 2001, and the
related consolidated statements of income and comprehensive income,
stockholders' equity and cash flows for the year then ended (not presented
separately herein). 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 audit. The financial statements of GGP/Homart,
Inc. and subsidiaries as of December 31, 2000 were audited by other auditors
whose report dated January 26, 2001 expressed an unqualified opinion on those
statements.

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

In our opinion, the 2001 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GGP/Homart,
Inc. and subsidiaries at December 31, 2001, and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

As discussed in note 1, the Company changed its method of accounting for
derivative instruments and hedging activities in 2001.

KPMG LLP

Chicago, Illinois
January 30, 2002

                                      F-3

<PAGE>

                          Independent Auditors' Report

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

We have audited the consolidated balance sheet of GGP/Homart II L.L.C. (a
Delaware Limited Liability Company) and subsidiaries (the Company) as of
December 31, 2001, and the related consolidated statements of income and
comprehensive income, members' equity and cash flows for the year then ended
(not presented separately herein). 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 audit. The financial
statements of GGP/Homart II L.L.C. and subsidiaries as of December 31, 2000 were
audited by other auditors whose report dated January 26, 2001 expressed an
unqualified opinion on those statements.

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

In our opinion, the 2001 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GGP/Homart
II L.L.C. and subsidiaries at December 31, 2001, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

As discussed in note 1, the Company changed its method of accounting for
derivative instruments and hedging activities in 2001.

KPMG LLP

Chicago, Illinois
January 30, 2002

                                      F-4

<PAGE>

                        Report of Independent Accountants

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

In our opinion, the accompanying consolidated balance sheet 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 the
results of their operations and their cash flows for each of the two 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.

PricewaterhouseCoopers LLP

Chicago, Illinois
February 6, 2001

                                      F-5

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

              (Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
                            ASSETS
                            ------
                                                                                       December 31,
                                                                               -----------------------
                                                                                   2001        2000
                                                                               ----------   ----------
<S>                                                                           <C>           <C>
   Investment in real estate:
     Land                                                                      $  649,312   $  649,160
     Buildings and equipment                                                    4,379,143    3,906,114
     Less accumulated depreciation                                              (624,986)    (488,130)
     Developments in progress                                                      57,436      121,466
                                                                               ----------   ----------
        Net property and equipment                                              4,460,905    4,188,610
     Investment in and loans from Unconsolidated Real Estate Affiliates           617,677      762,726
                                                                               ----------   ----------
        Net investment in real estate                                           5,078,582    4,951,336
   Cash and cash equivalents                                                      160,755       27,229
   Marketable securities                                                          155,103            -
   Tenant accounts receivable, net                                                 93,043       96,157
   Deferred expenses, net                                                         100,313      105,534
   Investment in and note receivable from General Growth
     Management, Inc.                                                                   -       66,079
   Prepaid expenses and other assets                                               59,011       37,769
                                                                               ----------   ----------
                                                                               $5,646,807   $5,284,104
                                                                               ----------   ----------
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
   Mortgage notes and other debt payable                                       $3,398,207   $3,244,126
   Distributions payable                                                           62,368       47,509
   Network discontinuance reserve                                                   5,161            -
   Accounts payable and accrued expenses                                          104,826      186,393
                                                                               ----------   ----------
                                                                                3,570,562    3,478,028
  Minority interests:
     Redeemable Preferred Units                                                   175,000      175,000
     Common Units                                                                 380,359      355,158
                                                                                ---------   ----------
                                                                                  555,359      530,158
                                                                                        -            -
 Commitments and contingencies

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

   Stockholders' Equity:
        Common stock: $.10 par value; 210,000,000 shares authorized;
        61,923,932 and 52,281,259 shares issued and outstanding                     6,192        5,228
        as of December 31, 2001 and 2000, respectively                          1,523,213    1,210,261
     Additional paid-in capital                                                  (328,349)    (266,085)
     Retained earnings (deficit)                                                  (19,890)      (9,449)
     Notes receivable-common stock purchase                                         2,220       (1,537)
                                                                               ----------   ----------
     Accumulated other comprehensive gains (losses)                             1,183,386      938,418
                                                                               ----------   ----------
        Total stockholders' equity                                             $5,646,807   $5,284,104
                                                                               ==========   ==========
</TABLE>

                                      F-6


<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,
                                                                                             ------------------------
                                                                                           2001         2000       1999
                                                                                           ----         ----       ----
  <S>                                                                                  <C>          <C>         <C>
   Revenues:
   Minimum rents                                                                       $  468,617   $ 439,981   $ 387,547
   Tenant recoveries                                                                      221,850     213,502     180,584
   Overage rents                                                                           22,849      28,626      27,011
   Fees*                                                                                   77,344       7,017       5,405
   Other                                                                                   13,049       9,641      11,795
                                                                                       ----------   ---------   ---------
     Total revenues                                                                       803,709     698,767     612,342
   Operating expenses:
   Real estate taxes                                                                       52,200      49,447      45,572
   Management fees to affiliate                                                                 -       4,439       6,612
   Property operating                                                                     234,235     163,972     143,622
   Provision for doubtful accounts                                                          3,402       2,025       4,425
   General and administrative                                                               6,006       6,351       5,857
   Depreciation and amortization                                                          145,352     119,663     108,272
    Network discontinuance costs                                                           66,000           -           -
                                                                                       ----------   ---------   ---------
   Total operating expenses                                                               507,195     345,897     314,360
                                                                                       ----------   ---------   ---------
   Operating income                                                                       296,514     352,870     297,982

   Interest income                                                                          4,655      12,452      16,482
   Interest expense                                                                      (214,277)   (225,101)   (190,586)
   (Income) loss allocated to minority interests                                          (40,792)    (52,380)    (33,058)
   Equity in income (loss) of unconsolidated affiliates                                    63,566      50,063      19,689
                                                                                       ----------   ---------   ---------
   Income (loss) before gain on sales, extraordinary items and cumulative effect
    of accounting change                                                                  109,666     137,904     110,509
   Gain on sales                                                                                -          44       4,412
                                                                                       ----------   ---------   ---------
   Income (loss) before extraordinary items and cumulative effect
    f accounting change                                                                   109,666     137,948     114,921
   Extraordinary items                                                                    (14,022)          -     (13,796)
   Cumulative effect of accounting change                                                  (3,334)          -           -
                                                                                       ----------   ---------   ---------
     Net income (loss)                                                                     92,310     137,948     101,125
   Convertible Preferred Stock Dividends (PIERS)                                          (24,467)    (24,467)    (24,467)
                                                                                       ----------   ---------   ---------
     Net income (loss) available to common stockholders                                $   67,843   $ 113,481   $  76,658
                                                                                       ==========   =========   =========


   Earnings (loss) before extraordinary items and
    cumulative effect of accounting change per share-basic                             $     1.61   $    2.18   $    1.97
                                                                                       ==========   =========   =========
   Earnings (loss) before extraordinary items and
    cumulative effect of accounting change per share-diluted                           $     1.61   $    2.18   $    1.96
                                                                                       ==========   =========   =========

   Earnings (loss) per share-basic                                                     $     1.28   $    2.18   $    1.67
                                                                                       ==========   =========   =========
   Earnings (loss) per share-diluted                                                   $     1.28   $    2.18   $    1.66
                                                                                       ==========   =========   =========

   Net income (loss)                                                                   $   92,310   $ 137,948   $ 101,125
   Other comprehensive income (loss):
     Net unrealized gains (losses) on financial instruments, net of minority interest       2,389           -           -
     Equity in unrealized income (loss) on available-for-sale
     securities of unconsolidated affiliate, net of minority interest                       1,368         177      (1,714)
                                                                                       ----------   ---------   ---------
   Comprehensive income (loss)                                                         $   96,067   $ 138,125   $  99,411
                                                                                       ==========   =========   =========
</TABLE>

* Including $45,079, $6,957 and $5,362 respectively from Unconsolidated Real
  Estate Affiliates

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

                                      F-7

<PAGE>
                         GENERAL GROWTH PROPERTIES, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              (Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>

                                                                                                       Other       Total
                                                                 Additional   Retained    Employee    Compre-     Stock-
                                              Common Stock         Paid-in    Earnings     Stock      hensive    holders'
                                          Shares       Amount      Capital    (Deficit)    Loans  Gains/(Losses)  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
Other comprehensive loss of
    unconsolidated affiliate                                                                         (1,714)      (1,714)
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)    (1,714)     927,758
                                        ----------     ------   ---------   ---------    -------  ---------     --------

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
Issuance of Common Stock, net of
    employee stock option loans            371,784         37      10,666                 (6,029)                  4,674

Other comprehensive gains of
    unconsolidated affiliate                                                                            177          177
Adjustment for minority interest
    in operating partnership                                       (1,441)                                        (1,441)

----------------------
continued on next page
</TABLE>

                                       F-8

<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              (Dollars in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                    <C>            <C>     <C>          <C>         <C>         <C>       <C>
Balance, December 31, 2000              52,281,259     $5,228  $1,210,261   $(266,085)  $ (9,449)   $(1,537)  $  938,418
                                      ------------  ---------  ----------   ---------    --------   -------   ----------
Net income                                                                     92,310                             92,310
Cash distributions declared
    ($2.36 per share)                                                        (130,107)                          (130,107)
Convertible Preferred Stock Dividends                                         (24,467)                           (24,467)
Conversion of operating partnership
    units to common stock                   21,212          2         575                                            577
Issuance of Common Stock, net of
    employee stock option loans          9,621,461        962     357,824                (10,441)                348,345
Other comprehensive gains                                                                             3,757        3,757
Adjustment for minority interest
    in operating partnership                                      (45,447)                                       (45,447)
                                      ------------  ---------  ----------   ---------   --------    -------   ----------
Balance, December 31, 2001              61,923,932     $6,192  $1,523,213   $(328,349)  $(19,890)   $ 2,220   $1,183,386
                                      ============  =========  ==========   =========   ========    =======   ==========
</TABLE>

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

                                      F-9

<PAGE>
                         GENERAL GROWTH PROPERTIES, INC.

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

<TABLE>
<CAPTION>
                                                                         2001           2000           1999
                                                                      -----------    -----------    -----------
<S>                                                                   <C>            <C>            <C>
Cash flows from operating activities:
    Net Income                                                        $    92,310    $   137,948    $   101,125
Adjustments to reconcile net income to net cash
 provided by operating activities:
    Minority interests                                                     40,792         52,380         33,058
    Extraordinary items                                                    14,022              -         10,454
    Cumulative effect of accounting change                                  3,334              -              -
    Equity in net income of unconsolidated affiliates                     (63,566)       (50,063)       (19,689)
    Provision for doubtful accounts                                         3,402          2,025          4,425
    Distributions received from unconsolidated affiliates                  59,403         37,523         29,825
    Depreciation                                                          128,682        111,457        105,046
    Amortization                                                           24,196         15,232          7,828
    Gain on sales                                                               -            (44)        (4,412)
Net Changes:
    Tenant accounts receivable                                             15,810        (14,059)       (26,856)
    Prepaid expenses and other assets                                        (821)         1,550         (9,183)
    Increase in deferred expenses                                         (33,595)       (22,371)       (16,429)
    Network discontinuance reserve                                          5,161              -              -
    Accounts payable and accrued expenses                                 (82,005)        15,525         (9,487)
                                                                      -----------    -----------    -----------
     Net cash provided by (used in) operating activities                  207,125        287,103        205,705
                                                                      -----------    -----------    -----------

Cash flows from investing activities:
    Acquisition/development of real estate and improvements
     and additions to properties                                         (338,236)      (286,734)    (1,248,371)
    Network and Broadband System additions                                (47,037)             -              -
    Increase in investments in unconsolidated affiliates                  (23,229)       (91,663)       (55,361)
    Increase in mortgage note receivable                                        -              -        (31,065)
    Change in notes receivable from General Growth Management, Inc.             -         (2,406)         6,671
    Reduction in employee stock loans                                           -              -            124
    Distributions received from unconsolidated affiliates                 101,243         23,889         89,734
    Loans from unconsolidated affiliates                                   94,996              -              -
    Increase in investments in marketable securities                     (155,103)             -              -
                                                                      -----------    -----------    -----------
     Net cash provided by (used in) investing activities                 (367,366)      (356,914)    (1,238,268)
                                                                      -----------    -----------    -----------

Cash flows from financing activities:
    Cash distributions paid to common stockholders                       (117,585)      (106,103)       (82,439)
    Cash distributions paid to minority interests                         (43,854)       (40,333)       (38,434)
    Cash distributions paid to holders of RPU's                           (15,663)        (6,091)             -
    Payment of dividends on PIERS                                         (24,467)       (24,467)       (24,467)
    Proceeds from sale of common stock, net of issuance costs             348,346          4,674        331,056
    Proceeds from issuance of RPU's, net of issuance costs                      -        170,625              -
    Proceeds from issuance of mortgage and other debt payable           2,137,667        360,301      1,736,072
    Principal payments on mortgage notes and other debt payable        (1,983,586)      (282,301)      (867,713)
    Increase in deferred expenses                                          (7,091)        (4,858)       (15,549)
                                                                      -----------    -----------    -----------
     Net cash provided by (used in) financing activities                  293,767         71,447      1,038,526
                                                                      -----------    -----------    -----------

Net change in cash and cash equivalents                                   133,526          1,636          5,963
Cash and cash equivalents at beginning of period                           27,229         25,593         19,630
                                                                      -----------    -----------    -----------
Cash and cash equivalents at end of period                            $   160,755    $    27,229    $    25,593
                                                                      ===========    ===========    ===========

Supplemental disclosure of cash flow information:

    Interest paid                                                     $   211,319    $   222,711    $   197,178
    Interest capitalized                                                   16,272         17,709         17,166
                                                                      ===========    ===========    ===========

Non-cash investing and financing activities:
    Common stock issued in exchange for Operating
     Partnership Units                                                $       577    $     5,511    $       522
    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                    10,441          7,149            380
    Assumption and conversion of notes
     in conjunction with acquisition of property                            8,207         77,657              -
    Operating Partnership Units and common stock
     issued as consideration for purchase of real estate                        -            215              -
    Penalty on retirement of debt                                               -              -          8,655
    Distributions payable                                                  62,368         47,509         42,695
    Acquisition of GGMI                                                    66,079              -              -
</TABLE>

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

                                      F-10

<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.

               During December 2001, General Growth completed a public offering
               of 9,200,000 shares of Common Stock (the "2001 Offering").
               General Growth received net proceeds of approximately $345,000
               which was used to reduce outstanding indebtedness and increase
               working capital.

               On January 1, 2001, the Operating Partnership acquired for
               nominal cash consideration 100% of the common stock of General
               Growth Management, Inc. ("GGMI"). In connection with the
               acquisition, the GGMI preferred stock owned by the Operating
               Partnership was cancelled and approximately $40,000 of the
               outstanding loans owed by GGMI to the Operating Partnership were
               contributed to the capital of GGMI. The operations of GGMI have
               been fully consolidated with the Company as of and for the year
               ended December 31, 2001. This transaction was accounted for as a
               purchase. In addition, the Operating Partnership and GGMI
               concurrently terminated the management contracts for the
               Wholly-Owned Centers (as defined below) as the management
               activities would thereafter be performed directly by the Company.
               GGMI has continued to manage, lease, and perform various other
               services for the Unconsolidated Centers (as defined below) and
               other properties owned by unaffiliated third parties. During
               2001, the Company elected that GGMI be treated as a taxable REIT
               subsidiary (a "TRS") as permitted under the Tax Relief Extension
               Act of 1999.

               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 allows, in general,
               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 is determined by the current
               market price, the purchases will be made without fees or
               commissions. General Growth has and 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, 2001 an aggregate of 54,981 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 was used to fund a portion of the purchase price of Ala
               Moana Center (Note 3).

                                      F-11

<PAGE>

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

                    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"). 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. On or after July 15, 2003, General Growth has the
                    option to redeem the PIERS and the Depositary Shares at the
                    rate of .6297 shares of Common Stock per Depositary Share if
                    the closing price of the Common Stock exceeds $45.65 per
                    share for 20 trading days within any period of 30
                    consecutive trading days. 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 any, to the redemption date. Accordingly, the
                    PIERS have been reflected in the accompanying consolidated
                    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. A Right is also attached to
                    subsequently issued share of Common Stock. 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. If the Rights become exercisable, holders of
                    units of partnership interest in the Operating Partnership,
                    other than General Growth, will receive the number of Rights
                    they would have received if their units had been redeemed
                    and the purchase price paid in Common Stock. The Rights
                    expire on November 18, 2008, unless earlier redeemed by the
                    General Growth Board of Directors for $0.01 per Right or
                    such expiration date is extended.

                                      F-12

<PAGE>

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

                    Operating Partnership

                    The Operating Partnership commenced operations on April 15,
                    1993 and as of December 31, 2001, it owned 100% of
                    fifty-four regional shopping centers (the "Wholly-Owned
                    Centers"); 50% of the common stock of GGP/Homart, Inc.
                    ("GGP/Homart"), 50% of the membership interests in
                    GGP/Homart II, L.L.C. ("GGP/Homart II"), 51% of the common
                    stock of GGP Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the
                    common stock of GGP Ivanhoe III, Inc. ("GGP Ivanhoe III"),
                    50% of Quail Springs Mall and Town East Mall, and a 50%
                    general partnership interest in Westlake Retail Associates,
                    Ltd. ("Circle T") (collectively, the "Unconsolidated Real
                    Estate Affiliates"), and a 100% common stock interest in
                    GGMI. As of such date, GGP/Homart owned interests in
                    twenty-three shopping centers, GGP/Homart II owned interests
                    in eight shopping centers, GGP Ivanhoe owned 100% of two
                    shopping centers, and GGP Ivanhoe III (through certain
                    wholly-owned subsidiaries) owned 100% of eight shopping
                    centers, collectively, with Quail Springs Mall and Town East
                    Mall, the "Unconsolidated Centers". Circle T is currently
                    developing a regional mall (in Dallas, Texas) and as it is
                    not yet operational has been excluded from the definition of
                    Unconsolidated Centers (see Notes 3 & 4). 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 common units of membership interest in the LLC. On May
                    25, 2000, a total of 700,000 redeemable preferred units of
                    membership interest in the LLC (the "RPUs") were issued to
                    an institutional investor by the LLC, which yielded
                    approximately $170,625 in net proceeds to the Company. The
                    net proceeds from the sale of the RPUs were used to repay a
                    portion of the Company's unsecured debt. Holders of the RPUs
                    are entitled to receive cumulative preferential cash
                    distributions per RPU (payable quarterly commencing July 15,
                    2000) at a per annum rate of 8.95% of the $250 liquidation
                    preference thereof (or $5.59375 per quarter) prior to any
                    distributions by the LLC to the Operating Partnership.
                    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.

                                      F-13

<PAGE>

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

                    As of December 31, 2001, the Company owned an approximate
                    76% general partnership interest in the Operating
                    Partnership (excluding its preferred units of partnership
                    interest as discussed below). The remaining approximate 24%
                    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 with 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, 2001, 100% of the Preferred Units of
                    the Operating Partnership (337,500) were owned by General
                    Growth.

                    Changes in outstanding Operating Partnership Units
                    (excluding the Preferred Units) for the three years ended
                    December 31, 2001, are as follows:

                                                                        Units
                                                                        -----
                    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
                      Conversion to common stock                        (21,212)
                                                                   ------------

                    December 31, 2001                                19,572,493
                                                                   ============

                    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 primary
                    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-14

<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
      SIGNIFICANT   The accompanying consolidated financial statements include
       ACCOUNTING   the accounts of the Company consisting of the fifty-four
         POLICIES   centers and the unconsolidated investments in GGP/Homart,
                    GGP/Homart II, GGP Ivanhoe, GGP Ivanhoe III, Circle T, Quail
                    Springs Mall, and Town East Mall and, until the acquisition
                    of its common stock by the Operating Partnership in January
                    2001 as discussed above, GGMI. All significant intercompany
                    balances and transactions have been eliminated.

                    Revenue Recognition

                    Minimum rent revenues are recognized on a straight-line
                    basis over the terms of the related leases. As of December
                    31, 2001, approximately $49,027 has been recognized as
                    straight-line rents receivable (representing the current net
                    cumulative rents recognized prior to when billed and
                    collectible as provided by the terms of the leases), all of
                    which is included in tenant accounts receivable, net in the
                    accompanying consolidated financial statements. Overage
                    rents are recognized on an accrual basis once tenant sales
                    revenues exceed contractual tenant lease 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.
                    Fee income primarily represents GGMI management and leasing
                    fees in 2001 due to the consolidation of GGMI and, in 2000
                    and 1999, financing fees and other ancillary services
                    performed by the Company for the benefit of its
                    Unconsolidated Real Estate Affiliates. Management and
                    leasing fees of GGMI are recognized as services are
                    rendered.

                    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 $5,523 and $7,665 as of December
                    31, 2001 and 2000, 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
                    which are amortized over the terms of the respective
                    agreements and leasing commissions which are amortized over
                    the average life of the tenant leases. Deferred expenses in
                    the accompanying consolidated balance sheets are shown at
                    cost, net of accumulated amortization of $61,282 and $52,240
                    as of December 31, 2001 and 2000, respectively.

                                      F-15

<PAGE>

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

                    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 amounts required to be disclosed. Since such
                    amounts are estimates, there can be no assurance that the
                    disclosed value of any financial instrument could be
                    realized by immediate settlement of the instrument. The
                    Company considers the carrying value of its cash and cash
                    equivalents to approximate the fair value due to the short
                    maturity of these investments. Based on borrowing rates
                    available to the Company at the end of 2001 and 2000 for
                    mortgage loans with similar terms and maturities, the fair
                    value of the mortgage notes and other debts payable
                    approximates carrying value at December 31, 2001 and 2000.
                    In addition, the Company estimates that the fair value of
                    its interest rate cap and swap agreements (Note 5) related
                    to consolidated debt at December 31, 2001 is approximately
                    $3,487.

                    The Company has purchased approximately $155,100 of
                    marketable securities (bearing interest at a weighted
                    average annual rate of LIBOR (1.88% at December 31, 2001)
                    plus 103 basis points and having a weighted average maturity
                    of approximately 3.63 years). Such securities are classified
                    as available-for-sale securities and have been recorded at
                    cost which approximates market value at December 31, 2001.
                    Such securities represent a portion of the commercial
                    mortgage pass-through certificates issued in December 2001
                    as more fully described in Note 5. In addition, the Company
                    has certain derivative financial instruments as described in
                    Notes 5 and 13.

                    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 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. For redevelopment of existing operating properties,
                    the net book value of the existing property under
                    redevelopment plus the cost for the construction and
                    improvements incurred in connection with the redevelopment
                    are capitalized to the extent the capitalized costs of the
                    property do not exceed the estimated fair value of the
                    redeveloped property when complete. 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
                    cash flow is less than its carrying value. To the extent an
                    impairment has occurred, the excess of carrying value of the
                    asset over its estimated fair value will be charged to
                    operations. Depreciation expense is computed using the
                    straight-line method based upon the following estimated
                    useful lives:

                                                                         Years
                                                                         -----

                              Buildings and improvements                  40
                              Equipment and fixtures                      10

                                      F-16

<PAGE>

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

                    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 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 and 1999. As
                    of January 1, 2001, GGMI has been consolidated due to the
                    acquisition of its common stock as discussed above. In
                    addition, the 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 (approximately $130,752 and
                    $149,774 at December 31, 2001 and 2000, respectively) are
                    amortized over lives ranging from five to forty years.
                    Further, any advances to or loans (see Note 5) from the
                    Unconsolidated Real Estate Affiliates (loans equal
                    approximately $94,996 and zero at December 31, 2001 and
                    2000, respectively) have been included in the balance of the
                    Company's investments in Unconsolidated Affiliates.

                    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 90% of its ordinary taxable
                    income and to distribute to stockholders or pay tax on 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 subsidiaries, GGMI, is a taxable
                    corporation and accordingly, state and Federal income taxes
                    on its net taxable income are payable by GGMI. GGMI has
                    recognized a benefit provided for income taxes on its
                    separate financial records in the amount of $0, $1,002 and
                    $4,178 for 2001, 2000 and 1999, respectively. The net
                    deferred tax asset (liability), net of a valuation allowance
                    of $11,649 at December 31, 2001 was approximately $5,133
                    which was primarily comprised of net operating loss
                    carry-forwards. At December 31, 2001, the Company has
                    concluded that it was more likely than not that this net
                    deferred tax asset will be realized in future periods.

                                      F-17

<PAGE>

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

               Earnings Per Share ("EPS")

               Basic per share amounts are based on the weighted average of
               common shares outstanding of 52,844,821 for 2001, 52,058,320 for
               2000 and 45,940,104 for 1999. Diluted per share amounts are based
               on the total number of weighted average common shares and
               dilutive securities (stock options) outstanding of 52,906,549 for
               2001, 52,096,331 for 2000 and 46,030,559 for 1999. 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 years
               ended December 31, 2001, 2000 and 1999 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.

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


<TABLE>
<CAPTION>
                                                                               Years ended December 31,
                                                                         2001           2000           1999
                                                                     ------------   ------------   ------------
               <S>                                                   <C>            <C>            <C>
               Numerators:
               Income before extraordinary items
                    and cumulative effect of accounting change       $    109,666   $    137,948   $    114,921
               Dividends on PIERS                                         (24,467)       (24,467)       (24,467)
                                                                     ------------   ------------   ------------
               Income available to common stockholders before
                       extraordinary items and cumulative effect
                       of accounting change - for basic and                85,199        113,481         90,454
                       diluted EPS
               Extraordinary items                                        (14,022)             -        (13,796)
               Cumulative effect of accounting change                      (3,334)             -              -
                                                                     ------------   ------------   ------------
               Net income available to common
                  stockholders - for basic and diluted EPS           $     67,843   $    113,481   $     76,658
                                                                     ============   ============   ============

               Denominators:
               Weighted average common shares
                  outstanding (in thousands) - for basic EPS               52,845         52,058         45,940
               Effect of dilutive securities - options                         62             38             91
                                                                     ------------   ------------   ------------
               Weighted average common shares
                  outstanding (in thousands) - for diluted EPS             52,907         52,096         46,031
                                                                     ============   ============   ============
</TABLE>

               Minority Interest

               Income 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 consolidated balance sheets to account for the
               change in the ownership of the underlying equity in the Operating
               Partnership.

                                      F-18

<PAGE>

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

               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 and unrealized gains or losses
               on financial instruments designated as cash flow hedges (Note
               13). In addition, one of the Company's unconsolidated affiliates
               received common stock of a large publicly-traded real estate
               company 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. During 2001,
               portions of the Company's holdings of the stock were sold and the
               cumulative previously unrealized losses for the stock sold were
               reversed. For the year ended December 31, 2001, there were
               additional unrealized holdings gains of approximately $3,757, net
               of minority interest of $1,392, primarily related to financial
               instruments.

               Use of Estimates

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

               Reclassifications

               Certain amounts in the 2000 and 1999 consolidated financial
               statements have been reclassified to conform to the current year
               presentation.

                                      F-19

<PAGE>

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

 NOTE 3 PROPERTY    Wholly-Owned Properties
ACQUISITIONS AND
    DEVELOPMENTS

                    2001

                    During April 2001, GGP-Tucson Mall, L.L.C., a wholly-owned
                    subsidiary of the Operating Partnership ("GGP-Tucson"),
                    agreed to advance $20,000 to an unaffiliated developer in
                    the form of a secured promissory note (bearing interest at
                    8% per annum) collateralized by such developer's ownership
                    interest in Tucson Mall, a 1.3 million square foot enclosed
                    regional mall in Tucson, Arizona. The promissory note was
                    payable interest only and was due on demand. GGP-Tucson had
                    also entered into an option agreement to purchase Tucson
                    Mall from such developer and its co-tenants in title to the
                    property. On August 15, 2001, the promissory note was repaid
                    in conjunction with GGP-Tucson's completion of its
                    acquisition of Tucson Mall pursuant to the option agreement.
                    The aggregate consideration paid by GGP-Tucson for Tucson
                    Mall was approximately $180,000 (subject to prorations and
                    to certain adjustments and payments to be made by
                    GGP-Tucson). The consideration was paid in the form of cash
                    borrowed under the Operating Partnership's revolving line of
                    credit and an approximately $150,000 short-term floating
                    rate acquisition loan which was scheduled to mature in
                    December 2001 but was refinanced in December 2001 as further
                    discussed in Note 5.

                    2000

                    During September 1999, St. Cloud Funding, L.L.C., a
                    wholly-owned subsidiary of the Operating Partnership ("St.
                    Cloud Funding"), agreed to advance approximately $31,000 to
                    an unaffiliated developer in the form of a second mortgage
                    loan (bearing interest at 15% per annum) collateralized by
                    such developer's ownership interest in Crossroads Center in
                    St. Cloud (Minneapolis), Minnesota. 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 assumption 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 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 the Ala Moana CMBS
                    described in Note 5.

                                      F-20

<PAGE>

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

                    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.

                    Developments

                    During the three year period ended December 31, 2001, the
                    Company was developing or had completed construction at the
                    following three development sites: Grandville (Grand
                    Rapids), Michigan; Frisco (Dallas), Texas and Westlake
                    (Dallas), Texas. Construction of the Grandville (Grand
                    Rapids) mall (RiverTown Crossings) commenced in 1997 and
                    opened in November 1999. Construction of Stonebriar Centre,
                    currently owned by GGP/Homart II, located in Frisco
                    (Dallas), Texas commenced in 1998 and opened in August 2000.
                    The Westlake construction project, owned by the Circle T
                    joint venture discussed below, commenced in 2001 and is
                    scheduled to be completed in late 2004.

                    The Company has an ongoing program of renovations and
                    expansions at its properties including significant projects
                    currently under construction or recently completed at the
                    Park Mall in Tucson, Arizona; Eden Prairie Mall in Eden
                    Prairie (Minneapolis), Minnesota; Southwest Plaza in
                    Littleton, Colorado, and Knollwood Mall in St. Louis Park
                    (Minneapolis), Minnesota. In addition, during 2000 the
                    Company had commenced construction of an integrated
                    broadband distribution system that would provide tenants at
                    its properties with a private wide-area network as well as
                    supporting applications and equipment (the "Broadband
                    System"). The Company initially financed the majority of
                    these network costs by fixed-rate intermediate term
                    equipment financing which was repaid in December 2001 with a
                    portion of the proceeds of the 2001 Offering. (See Note 11).

                    During 1999, the Company formed the Circle T joint venture
                    to develop a regional mall in Westlake (Dallas), Texas as
                    further described in Note 4 below. As of December 31, 2001,
                    the Company had invested approximately $16,200 in the joint
                    venture. The Company is currently obligated to fund
                    additional pre-development costs of approximately $800.
                    Actual development costs are not finalized or committed but
                    are anticipated to be funded from a construction loan that
                    is expected to be obtained. 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 1.3 million square feet
                    of tenant space including up to six anchor stores, an ice
                    rink and a multi-screen theater. A late 2004 opening is
                    currently scheduled.

                    The Company also owns and/or is investigating certain other
                    potential development sites (representing a net investment
                    of approximately $19,300), including sites in Toledo, Ohio;
                    West Des Moines, Iowa; and South Sacramento, California but
                    there can be no assurance that development of these sites
                    will proceed.

        NOTE 4      GGP/Homart
INVESTMENTS IN
UNCONSOLIDATED      AFFILIATES The Company owns 50% of the common stock of
                    GGP/Homart with the remaining ownership interest held by the
                    New York State Common Retirement Fund ("NYSCRF"), 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.

<PAGE>

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

                    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 NYSCRF, the
                    Company's co-investor in GGP/Homart, formed GGP/Homart II, a
                    Delaware limited liability company which is owned equally by
                    the Company and NYSCRF. GGP/Homart II owns 100% interests in
                    Stonebriar Centre in Frisco (Dallas), Texas, Altamonte Mall
                    in Altamonte Springs (Orlando), Florida, Natick Mall in
                    Natick (Boston), Massachusetts and Northbrook Court in
                    Northbrook (Chicago), Illinois which were contributed 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 NYSCRF. Certain of the malls were
                    contributed subject to existing financing in order to
                    balance the net equity values of the malls contributed by
                    each of the venture partners. During March 2001, GGP/Homart
                    II acquired a 100% ownership interest in Willowbrook Mall in
                    Houston, Texas for a purchase price of approximately
                    $145,000. GGP/Homart II financed the Willowbrook acquisition
                    with a new $102,000 10-year mortgage loan bearing interest
                    at 6.93% per annum and approximately $43,000 in financing
                    proceeds from a new mortgage loan collateralized by the
                    Stonebrier Center. 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

                    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 Cambridge 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. 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 Ivanhoe 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.

                                      F-22

<PAGE>

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

                    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 floating-rate loans of approximately $30,000
                    which were repaid or refinanced in 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.

                    In conjunction with the GGP MPTC financing as defined and
                    described in Note 5, GGP Ivanhoe III entered into an
                    interest rate swap agreement with the Operating Partnership.
                    The swap agreement effectively converts approximately
                    $91,933 of GGP Ivanhoe III debt bearing interest at a
                    weighted average fixed rate of 5.33% per annum which was
                    obtained in the GGP MPTC transaction to variable rate debt
                    bearing interest at a weighted average rate per annum of
                    LIBOR plus 110 basis points as Ivanhoe desired only variable
                    rate debt. The swap agreement qualifies as a cash flow hedge
                    for the Operating Partnership and a fair value hedge for GGP
                    Ivanhoe III.

                    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.

                                      F-23

<PAGE>

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

                    Circle T

                    At December 31, 2001, the Company, through a wholly-owned
                    subsidiary, owns a 50% general partnership interest in
                    Westlake Retail Associates, Ltd. ("Circle T"). AIL
                    Investment, LP, an affiliate of Hillwood Development
                    Company, ("Hillwood") is the limited partner of Circle T.
                    Circle T is currently developing the Circle T Ranch Mall, a
                    regional mall in Dallas, Texas, scheduled for completion in
                    late 2004. Development costs are expected to be funded by a
                    construction loan to be obtained by the joint venture and
                    capital contributions by the joint venture partners. As of
                    December 31, 2001, the Company has made contributions of
                    approximately $16,200 to the project for pre-development
                    costs and Hillwood has contributed approximately $11,200,
                    mostly in the form of land costs and related predevelopments
                    costs. As certain major decisions concerning Circle T must
                    be made jointly by the Company and Hillwood, the Company is
                    accounting for Circle T using the equity method.

                    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 Operating Partnership 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.

                    On January 1, 2001 the Operating Partnership acquired 100%
                    of the common stock of GGMI as described in Note 1 and the
                    operations of GGMI have been fully consolidated with the
                    Company as of and for the year ended December 31, 2001.

                                      F-24

<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, 2001 and 2000 and for the years ended
December 31, 2001, 2000 and 1999.

                    CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   December 31, 2001
                                                                                                      All Other
                                                                                                    Real Estate
                                                                    GGP/Homart      GGP/Homart II    Affiliates
                                                                    ----------      -------------    ----------
                    <S>                                             <C>             <C>              <C>
                    Assets:
                    Net investment in real estate*                  $1,428,163      $1,410,349       $1,207,265
                    Investment in real estate joint ventures            25,604               -                -
                    Other assets                                       117,198          95,184           65,699
                                                                    ----------      ----------       ----------
                                                                    $1,570,965      $1,505,533       $1,272,964
                                                                    ==========      ==========       ==========

                    Liabilities and Owners' Equity:
                    Mortgage and other notes payable                $1,186,616      $  956,576       $  768,553
                    Accounts payable and accrued expenses               43,216          47,591           47,565
                    Owners' equity                                     341,133         501,366       $  456,846
                                                                    ----------      ----------       ----------
                                                                    $1,570,965      $1,505,533       $1,272,964
                                                                    ==========      ==========       ==========


<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      $1,288,853       $1,189,722
                    Investment in real estate joint ventures            49,563               -                -
                    Other assets                                       116,242          32,722           69,362
                                                                    ----------      ----------       ----------
                                                                    $1,603,405      $1,321,575       $1,259,084
                                                                    ==========      ==========       ==========

                    Liabilities and Owners' Equity:
                    Mortgage and other notes payable                $1,134,346      $  621,924       $  728,343
                    Accounts payable and accrued expenses               38,712          38,016           49,195
                    Owners' equity                                     430,347         661,635       $  481,546
                                                                    ----------      ----------       ----------
                                                                    $1,603,405      $1,321,575       $1,259,084
                                                                    ==========      ==========       ==========
</TABLE>


(*) At December 31, 2001 and 2000 the net investment in real estate includes
    approximately $27,400 and $25,600, respectively, of assets of the Circle T
    joint venture which are currently categorized as developments in progress.

                                      F-25

<PAGE>

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

                    CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    December 31, 2001
                                                                                                      All Other
                                                                                                    Real Estate
                                                                    GGP/Homart      GGP/Homart II    Affiliates
                                                                    ----------      -------------    ----------
                    <S>                                             <C>             <C>              <C>
                    Revenues:
                    Tenant rents                                     $ 279,993       $ 189,280       $ 205,553

                    Operating expenses (1)                             161,547         105,156         119,946
                                                                     ---------       ---------       ---------
                    Operating income (loss)                            118,446          84,124          85,607

                    Interest expense, net (2)                          (74,422)        (44,938)        (49,792)
                    Equity in net income of unconsolidated
                     real estate affiliates                              3,375               -               -
                    Gain (loss) on property sales                       (1,074)             65               -
                                                                     ---------       ---------       ---------
                    Net income (loss)                                $  46,325       $  39,251       $  35,815
                                                                     =========       =========       =========

<CAPTION>
                                                                                    December 31, 2000
                                                                                                      All Other
                                                                                                    Real Estate
                                                                    GGP/Homart      GGP/Homart II    Affiliates
                                                                    ----------      -------------    ----------
                    <S>                                             <C>             <C>             <C>
                    Revenues:
                    Tenant rents                                     $ 253,348       $ 146,730       $  199,709

                    Operating expenses (1)                             143,862          80,339          117,266
                                                                     ---------       ---------       ----------
                    Operating income (loss)                            109,486          66,391           82,443

                    Interest expense, net (2)                          (74,447)        (36,253)         (53,128)
                    Equity in net income of unconsolidated
                     real estate affiliates                              3,266               -                -
                    Loss on property sales                                (744)              -                -
                    Income allocated to minority interest                 (408)              -                -
                                                                     ---------       ---------       ----------
                    Net income (loss)                                $  37,153       $  30,138       $   29,315
                                                                     =========       =========       ==========

<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)         (49,152)
                    Equity in net income of unconsolidated
                     real estate affiliates                              5,504               -                -
                    Gain on property sales                                 816               -                -
                    Income allocated to minority interest                 (808)              -                -
                                                                     ---------       ---------       ----------

                    Net income (loss)                                $  39,832       $   4,187       $   20,594
                                                                     =========       =========       ==========
</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 and cumulative effect of
                        accounting change.

                                      F-26

<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, 2001
  NOTES AND OTHER   and 2000 consisted of the following:
     DEBT PAYABLE


<TABLE>
<CAPTION>
                                                                  December 31, 2001    December 31, 2001
                    <S>                                           <C>                  <C>
                    Fixed-Rate debt:
                       Mortgage notes payable                    $        2,239,511     $   1,832,783
                    Variable-Rate debt:
                       Mortgage notes payable                               951,696         1,146,343
                       Credit Facilities and bank loan                      207,000           265,000
                                                                 ------------------     -------------

                       Total Variable-Rate debt                           1,158,696         1,411,343
                                                                 ------------------     -------------

                       Total                                     $        3,398,207     $   3,244,126
                                                                 ==================     =============
</TABLE>

                    FIXED RATE DEBT

                    Mortgage notes and other debt payable

                    The fixed rate notes bear interest ranging from 5.37% to
                    10.00% per annum (weighted average of 6.38% per annum),
                    require monthly payments of principal and/or interest and
                    have various maturity dates through 2020 (weighted average
                    remaining term of 5.9 years). Certain properties are pledged
                    as collateral for the related mortgage notes. The mortgage
                    notes payable as of December 31, 2001 are non-recourse to
                    the Company. 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. 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.

                    VARIABLE RATE DEBT

                    Mortgage notes and other debt payable

                    Variable rate mortgage notes and other debt payable at
                    December 31, 2001 consist primarily of approximately
                    $951,696 of collateralized mortgage-backed securities
                    (approximately $666,933 of which are currently subject to
                    fixed rate interest swap agreements as described below and
                    in Note 13) and $207,000 outstanding on the Company's Term
                    Loan, both as described below. The loans bear interest at a
                    rate per annum equal to LIBOR plus 60 to 250 basis points.

                    Commercial Mortgage-Backed Securities

                                      F-27

<PAGE>

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

          In August 1999, the Company issued $500,000 of commercial
          mortgage-backed securities (the "Ala Moana CMBS") collateralized by
          the Ala Moana Center (see Note 3). The securities were comprised of
          notes which bore 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. The
          notes were repaid in December 2001 with a portion of the proceeds of
          the GGP MPTC financing described below. In conjunction with the
          issuance of the Ala Moana CMBS, the Company arranged for an interest
          rate cap agreement, the effect of which was to limit the maximum
          interest rate the Company would 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. No
          amounts were received on the cap agreement in 2001. 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
          repayments of outstanding indebtedness under the Company's Credit
          Facility.

          In September 1999, the Company issued $700,229 of commercial
          mortgage-backed securities (the "GGP-Ivanhoe CMBS")
          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 were 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 GGP-Ivanhoe CMBS was
          comprised of notes which bore 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. The notes were repaid in December 2001
          with a portion of the proceeds of the GGP MPTC financing described
          below. In conjunction with the issuance of the GGP-Ivanhoe CMBS, the
          Company arranged for an interest rate cap agreement, the effect of
          which was to limit the maximum interest rate the Company would 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. No amounts were received on
          the cap agreement in 2001. 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.

                                      F-28

<PAGE>

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

          In early December 2001, the Operating Partnership and certain
          Unconsolidated Real Estate Affiliates completed the placement of
          $2,550,000 of non-recourse commercial mortgage pass-through
          certificates (the "GGP MPTC"). The GGP MPTC is collateralized by 27
          malls and one office building, including 19 malls owned by certain
          Unconsolidated Real Estate Affiliates. The GGP MPTC is comprised of
          both variable rate and fixed rate notes which require monthly payments
          of principal and interest. The certificates represent beneficial
          interests in three loan groups made by three sets of borrowers
          (GGP/Homart-GGP/Homart II, Wholly-Owned and GGP Ivanhoe III). The
          original principal amount of the GGP MPTC was comprised of $1,235,000
          attributed to the Operating Partnership, $900,000 to GGP/Homart and
          GGP/Homart II and $415,000 to GGP Ivanhoe III. The three loan groups
          are comprised of variable rate notes with a 36 month initial maturity
          (with two no cost 12-month extension options), variable rate notes
          with a 51 month initial maturity (with two no cost 18-month extension
          options) and fixed rate notes with a 5 year maturity. The 36 month
          variable rate notes bear interest at rates per annum ranging from
          LIBOR plus 60 to 235 basis points (weighted average equal to 79 basis
          points), the 51 month variable rate notes bear interest at rates per
          annum ranging from LIBOR plus 70 to 250 basis points (weighted average
          equal to 103 basis points) and the 5 year fixed rate notes bear
          interest at rates per annum ranging from approximately 5.01% to 6.18%
          (weighted average equal to 5.38%). The extension options with respect
          to the variable rate notes are subject to obtaining extensions of the
          interest rate protection agreements which were required to be obtained
          in conjunction with the GGP MPTC. The GGP MPTC yielded approximately
          $470,000 of net proceeds (including amounts attributed to the
          Unconsolidated Real Estate Affiliates) which were utilized for loan
          repayments and temporary investments in cash equivalents and
          marketable securities. On closing of the GGP MPTC financing,
          approximately $94,996 of such proceeds attributable to GGP/Homart and
          GGP/Homart II were loaned to the Operating Partnership. The loans,
          which are comprised of approximately $78,400 by GGP/Homart and $16,596
          by GGP/Homart II, bear interest at a rate of 5.5% per annum on the
          remaining outstanding balance and mature on March 30, 2003.

          Concurrent with the issuance of the certificates, the Company
          purchased interest rate protection agreements (structured to limit the
          Company's exposure to interest rate fluctuations in a manner similar
          to the interest rate cap agreements purchased in connection with the
          Ala Moana and GGP-Ivanhoe CMBS), and simultaneously an equal amount of
          interest rate protection agreements were sold to fully offset the
          effect of these agreements and to recoup a substantial portion of the
          cost of such agreements. Further, to achieve a more desirable balance
          between fixed and variable rate debt, the Company entered into
          $666,933 of swap agreements. Approximately $575,000 of such swap
          agreements are with independent financial services firms and
          approximately $91,933 is with GGP Ivanhoe III to provide Ivanhoe with
          only variable rate debt (see Note 4). The notational amounts of such
          swap agreements decline over time to an aggregate of $25,000 at
          maturity of the 51 month variable rate loans (assuming both 18 month
          extension options are exercised). The swap agreements convert the
          related variable rate debt to fixed rate debt currently bearing
          interest at a weighted average rate of 4.85% per annum. Such swap
          agreements have been designated as hedges of related variable rate
          debt as described in Note 13.

                                      F-29

<PAGE>

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

          Credit Facilities

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

          As of July 31, 2000, the Company obtained a new unsecured revolving
          credit facility (the "Revolver") in a maximum aggregate principal
          amount of $135,000 (cumulatively increased to $185,000 through
          December 2001). The outstanding balance of the Revolver was fully
          repaid from a portion of the proceeds of the GGP MPTC financing
          described above and the Revolver was terminated. The Revolver bore
          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 was subject to financial performance covenants including debt
          to value and net worth ratios, EBITDA ratios and minimum equity
          values.

          In January 2001, GGMI borrowed $37,500 under a new revolving line of
          credit obtained by GGMI and an affiliate, which was guaranteed by
          General Growth and the Operating Partnership. This revolving line of
          credit was scheduled to mature in July 2003 but was fully repaid in
          December 2001 from a portion of the proceeds of the GGP MPTC financing
          described above and the line of credit was terminated. The interest
          rate per annum with respect to any borrowings varied from LIBOR plus
          100 to 190 basis points depending on the Company's average leverage
          ratio.

          Interim Financing

          In January 2000, the Company obtained a new $200,000 unsecured
          short-term bank loan. The Company's initial draw under this loan was
          $120,000 in January 2000 and the remaining available amounts were
          fully drawn at June 30, 2000. Loan proceeds were used to fund ongoing
          redevelopment projects and repay the remaining balance of $83,000 on
          an interim loan obtained in September 1999. The bank loan bore
          interest at 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. As of
          September 30, 2001, the maximum principal amount of the Term Loan was
          increased to $255,000 and, as of such date, all amounts available
          under the Term Loan were fully drawn. 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 2001, approximately
          $48,000 of the principal amount of the Term Loan was repaid from a
          portion of the 2001 Offering. The Term Loan has a scheduled 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.

                                      F-30

<PAGE>

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

          In April 1999, the Company obtained an additional $25,000 bank loan,
          partially secured by Park Mall in Tucson, Arizona. As of September 30,
          2001, the maximum available amounts under the loan had been
          cumulatively increased to $100,000. The loan, with a then outstanding
          balance of approximately $83,900 and which bore interest at a rate per
          annum of LIBOR plus 165 basis points, was refinanced in December 2001
          by the GGP MPTC described above.

          In March 2001, the Company obtained a $65,000 redevelopment loan
          collateralized by Eden Prairie Mall. The new loan had an initial draw
          of approximately $19,400, required monthly payments of interest at a
          rate of LIBOR plus 190 basis points and was scheduled to mature in
          April 2004. In December 2001, this loan, with a then outstanding
          balance of approximately $44,079, was repaid with a portion of the
          proceeds of the 2001 Offering.

          In October 2001, the Company refinanced the mortgage debt
          collateralized by Century Plaza, Eagle Ridge Mall and the Knollwood
          Mall. These properties were part of a floating rate
          cross-collateralized pool of mortgage notes (obtained in October
          1999), originally collateralized by a portfolio of 5 regional malls
          and 1 office property, which was originally scheduled to mature
          November 1, 2001. The three malls were refinanced with a $90,000
          bridge loan which bore interest at a rate per annum of LIBOR plus 210
          basis points and was scheduled to mature on February 1, 2002 subject
          to one three-month extension option. The bridge loan was repaid in
          December 2001 with a portion of the proceeds of the 2001 Offering. The
          Knollwood Mall portion ($10,000) and the SouthShore Mall portion
          ($9,000) of the original $130,000 six property loan was repaid in full
          from the Company's Revolver in August 2001 and the remaining
          properties, 110 N. Wacker and West Valley Mall, were refinanced in
          December 2001 with a portion of the proceeds from the GGP MPTC.

          Construction Loan

          During April 1999, the Company received $30,000 representing the
          initial loan draw on a $110,000 construction loan facility. The
          facility was collateralized by and provided financing for the
          RiverTown Crossings Mall development (including outparcel development)
          in Grandville (Grand Rapids), Michigan. The construction loan provided
          for periodic funding as construction and leasing continued and bore
          interest at a rate per annum of LIBOR plus 150 basis points. As of
          July 17, 2000 additional loan draws of approximately $80,000 had been
          made and no further amounts were available under the construction loan
          facility. Interest was due monthly. The loan had been scheduled to
          mature on June 30, 2001 and was refinanced on June 28, 2001 with a
          non-recourse, long-term mortgage loan. The new $130,000 non-recourse
          mortgage loan bears interest at 7.53% per annum and matures on July 1,
          2011.

                                      F-31

<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, 2001 and 2000, the Company had
                     outstanding letters of credit of $13,200 and $7,700,
                     respectively, primarily in connection with special real
                     estate assessments and insurance requirements.

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

                               Year                  Amount Maturing
                               ----                  ---------------
                               2002                    $   39,686
                               2003                       249,955
                               2004                       260,267
                               2005                        50,303
                               2006                       176,410
                               Subsequent               2,621,586
                                                       ----------
                               Total                   $3,398,207
                                                       ==========

                    Land, buildings and equipment related to the mortgage notes
                    payable with an aggregate cost of approximately $4,111,208
                    at December 31, 2001 have been pledged as collateral.
                    Certain properties, including those within the portfolios
                    collateralized by commercial mortgage-backed securities, are
                    subject to financial performance convenants, primarily debt
                    service coverage ratios.

         NOTE 6     The extraordinary items resulted from prepayment penalties
  EXTRAORDINARY     and unamortized deferred financing costs related to the
          ITEMS     early extinguishment, primarily through refinancings, of
                    mortgage notes payable. In 2001, the basic and diluted per
                    share impact of the extraordinary items was $.27. The basic
                    and the diluted per share impact of the extraordinary items
                    in 1999 was $.30.

 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, 2001 are as
                    follows:

                               Year                       Amount
                               ----                       ------
                               2002                    $  404,390
                               2003                       382,482
                               2004                       358,272
                               2005                       318,825
                               2006                       277,401
                               Thereafter              $1,100,336


                    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.

                                      F-32

<PAGE>

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

           NOTE 8   GGMI
     TRANSACTIONS
  WITH AFFILIATES   In 2000 and 1999, GGMI had been contracted to provide
                    management, 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 between the Wholly-Owned
                    Centers and GGMI are as follows:

                                                         Year Ended December 31,
                                                            2000         1999
                                                           ------       ------
                           Management and Leasing Fees    $22,834      $21,201
                           Cost Reimbursements             55,937       56,548
                           Development Costs                8,833        3,499

                    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. Since January 1, 2001, the
                    Wholly-Owned Centers have been self-managed under the same
                    standards and procedures in effect prior to January 1, 2001.

                    Notes Receivable-Officers

                    During 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
                    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). During 2001, the Company made additional advances
                    to officers of an aggregate of $10,441 in conjunction with
                    the exercise of options to purchase an aggregate of 330,000
                    shares of Common Stock. During February 2002, additional
                    advances of approximately $2,104 were made in connection
                    with the exercise of options to purchase an aggregate of
                    60,000 shares of Common Stock. The notes, which bear
                    interest at a rate computed as a formula of a market rate,
                    are full recourse to the officers, 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. At December 31, 2001, the Company
                    has also cumulatively paid approximately $2,092 representing
                    income tax withholding for such officers. Such amounts carry
                    the same terms as the promissory notes for the Common Stock
                    but are reflected in prepaid and other assets in the
                    accompanying consolidated financial statements.

                                      F-33

<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
      STOCK PLANS   The Company's Stock Incentive Plan provides incentives to
                    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, 2001, 2000 and 1999 and changes
                    during the year ended on those dates is presented below.

<TABLE>
<CAPTION>
                                                         2001               2000                  1999
                                                  ----------------    -----------------    ------------------
                                                          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           742,319   $31.36    827,500   $29.85      848,500     $28.99
                    Granted                      213,000   $33.97    205,319   $30.89       47,500     $32.42
                    Exercised                   (350,000)  $31.60   (276,500)  $26.38      (60,000)    $19.00
                    Forfeited                    (62,100)  $34.07    (14,000)  $33.97       (8,500)    $34.78
                                                 --------            --------                ------

                    Outstanding at end of year   543,219   $31.92    742,319   $31.36      827,500     $29.85
                                                 =======             =======               =======

                    Exercisable at end of year   217,500   $30.50    467,500   $30.64      595,500     $28.76

                    Options available
                     for future grants         1,493,114           1,644,014            1,835,333

                    Weighted average per share
                     fair value of options
                     granted during the year               $ 3.06              $ 2.62                  $ 2.84
</TABLE>

                     The following table summarizes information about stock
                     options outstanding pursuant to the Stock Incentive Plan at
                     December 31, 2001:

<TABLE>
<CAPTION>
                                                OPTIONS OUTSTANDING                                      OPTIONS EXERCISABLE
                     ------------------------------------------------------------------------            -------------------
                                                        Weighted Average
                                            Number          Remaining        Weighted Average       Options       Weighted Average
                        Range Of         Outstanding       Contractual           Exercise         Exercisable         Exercise
                     Exercise Prices     At 12/31/01          Life                 Price          At 12/31/01           Price
                     ---------------     -----------          ----                 -----          -----------           -----
                     <S>                 <C>            <C>                  <C>                  <C>             <C>
                     $19.00 - $22.50          2,000          2.8 years            $21.31               2,000            $21.31
                     $27.81 - $29.97        233,719          6.4 years            $28.86             131,500            $28.00
                     $31.75 - $33.95        223,500          8.7 years            $33.60              38,500            $32.73
                     $36.03 - $37.69         84,000          6.0 years            $36.22              45,500            $36.24
                                            -------          ---------            ------             -------            ------

                                            543,219          7.3 years            $31.92             217,500            $30.50
                                            =======          =========            ======             =======            ======
</TABLE>

                                      F-34

<PAGE>

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


                     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 329,996,
                     251,030 and 313,964 shares of Common Stock at an exercise
                     price of $34.73, $29.97 and $31.69 respectively, were
                     granted in 2001, 2000 and 1999, respectively. The estimated
                     fair value of the TSOs granted was $2.21 in 2001, $1.49 in
                     2000 and $1.36 in 1999. None of the TSOs granted have
                     vested. In addition, 16,575 of the 329,996 shares granted
                     in 2001, 56,524 of the 251,030 shares granted in 2000 and
                     86,198 of the 313,964 shares granted in 1999 have been
                     forfeited through December 31, 2001.

                     The fair value of each option grant for 2001, 2000 and 1999
                     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>
                                                             2001         2000         1999
                                                           --------     --------       ----
                             <S>                          <C>          <C>        <C>
                             Risk-free interest rate          4.79%        6.19%      5.21%
                             Dividend yield                   6.46%        6.86%      7.22%
                             Expected life                4.6 years    5.2 years  4.6 years
                             Expected volatility             19.48%        18.2%      20.0%
</TABLE>

                     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 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 or last
                     trading day of the purchase period. Purchases of stock
                     under the ESPP are made on the first business day of the
                     next month after the close of the purchase period. As of
                     February 6, 2002, an aggregate of 157,369 shares of Common
                     Stock have been sold under the ESPP, including 23,105
                     shares for the purchase period ending December 31, 2001
                     which were purchased on January 2, 2002 at a price of
                     $32.94 per share.

                                      F-35

<PAGE>

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


                Stock Option Pro Forma Data

                The Company has applied Accounting Principles Board Opinion
                25 in accounting for the Stock Incentive Plan, the 1998
                Incentive Plan and the Employee Stock Purchase Plan as
                provided by Interpretation 44 as defined and further
                described in Note 13. Accordingly, no compensation costs
                have been recognized in 2001 and 1999 and, pursuant to the
                provisions of Interpretation 44, only compensation costs
                related to Stock Options granted from July 1, 2000 to
                December 31, 2000 were recorded. Had compensation costs for
                the Company's plans been determined based on the fair value
                at the grant date for options granted in 2001, 2000 and 1999
                in accordance with the method required by Statement of
                Financial Accounting Standards No. 123 "Accounting for
                Stock-Based Compensation" the Company's net income available
                to common stockholders and earnings per share would have
                been reduced to the pro forma amounts as follows:

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                2001          2000        1999
                                                                ----          ----        ----
                <S>                                           <C>          <C>          <C>
                Net income available to common stockholders
                  As Reported                                 $67,843      $113,481     $76,658
                  Pro Forma                                   $67,511      $113,081     $76,160

                Earnings per share - basic
                  As Reported                                   $1.28       $  2.18     $  1.67
                  Pro Forma                                     $1.28       $  2.17     $  1.66

                Earnings per share - diluted
                  As Reported                                   $1.28       $  2.18     $  1.66
                  Pro Forma                                     $1.28       $  2.17     $  1.65
</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 defer a portion of their
                compensation in accordance with the provisions of Section
                401(k) of the Internal Revenue Code of 1986, as amended (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, 2001, 2000 and 1999, the Company made matching
                contributions of approximately $4,353, $3,554 and $2,891,
                respectively.

NOTE 10         On December 10, 2001, DISTRIBUTIONS   the Company declared a
PAYABLE         cash distribution of $.65 per share that was paid on January 31,
                2002, to stockholders of record (1,481 owners of record) on
                January 14, 2002, totaling $40,266. Also on January 14, 2002, a
                distribution of $12,722 was paid to the limited partners of the
                Operating Partnership. Also on December 10, 2001, the Company
                declared the fourth quarter 2001 preferred stock dividend, for
                the period from October 1, 2001 through December 31, 2001, in
                the amount of $0.4531 per share, payable to preferred
                stockholders of record on January 4, 2002 and paid on January
                15, 2002. 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 15, 2000, the Company declared a cash
                distribution of $.53 per share that was paid on January 31,
                2001, to stockholders 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. Also on
                December 15, 2000, 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.

                                  F-36

<PAGE>

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


                    The allocations of the common distributions declared and
                    paid for income tax purposes are as follows:

                                                        Year Ended December 31,
                                                    2001       2000        1999
                                                    ----       ----        ----

                            Ordinary Income        76.0%       92.2%      66.0%
                            Capital Gain             --%         --%       3.0%
                            Return of Capital      24.0%        7.8%      31.0%
                                                   -----      ------   --------
                                                  100.0%      100.0%     100.0%
                                                  ======      ======     ======

          NOTE 11   The Company has installed a broadband wiring and routing
          NETWORK   system that would provide tenants at the Company's
   DISCONTINUANCE   properties with the
  COSTS AND OTHER   supporting equipment (the "Broadband System") to allow
         INTERNET   such tenants and mall locations to arrange high-speed
      INITIATIVES   cable access to the Internet.

                    Since early 2000, the Company had also been engaged in
                    Network Services development activities, an effort to create
                    for retailers a suite of broadband applications to support
                    retail tenant operations, on-line sales, and private wide
                    area network services to be delivered by the Broadband
                    System. As of December 31, 2000, the Company had invested
                    approximately $66,000 in the Broadband System and
                    approximately $18,000 in Network Services development
                    activities, all of which was reflected in buildings and
                    equipment in the accompanying consolidated financial
                    statements. The Company discontinued its Network Services
                    development activities on June 29, 2001, as retailer demand
                    for such services had not developed as anticipated. The
                    discontinuance of the Network Services development
                    activities resulted in a non-recurring, pre-tax charge to
                    second quarter 2001 earnings of $65,000. The $65,000 charge
                    was comprised of an approximate $11,800 reduction in the
                    carrying value of equipment that was intended to allow
                    tenants access to the Network Services applications and
                    approximately $53,200 in the write-off of capitalized
                    Network development costs as follows: approximately $17,400
                    in obligations to various vendors including amounts related
                    to the termination of contracts which provide no future
                    benefit to the Company, approximately $10,600 in private
                    wide area network equipment that is deemed without value,
                    approximately $25,200 in capitalized network development
                    costs including third-party consultants, internal payroll,
                    supplies and equipment for the design, configuration and
                    installation costs of private wide area network equipment;
                    various costs related to the development of Mallibu.com, a
                    consumer Internet portal; and related consumer-direct
                    e-commerce initiatives. In addition, the Company recognized
                    $1,000 of net incremental discontinuance costs in the third
                    quarter of 2001. This third quarter amount was comprised of
                    approximately $1,366 of incremental discontinuance costs
                    (primarily payroll and severance costs) and approximately
                    $366 of reduction in the Network discontinuance reserve.
                    Such reduction in the Network discontinuance reserve was
                    primarily due to the settlement of obligations to Network
                    Services vendors and consultants at amounts lower than
                    originally contracted for. Settlement discussions are
                    continuing with other vendors and the Company will further
                    reduce the Network discontinuance reserve as additional
                    settlements are agreed to (expected to be finalized in the
                    next 12 months).

                                      F-37

<PAGE>

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


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

<TABLE>
<CAPTION>
                                                                                   Total
                                                                                   -----
                    <S>                                                          <C>
                    Balance at December 31, 2000                                   $84,451
                    Additions (Cash)                                                44,071
                    Additions (Non-cash)*                                            5,161


                    Write off of Network Services Activities                       (66,000)
                    Depreciation and amortization of Broadband System costs        ( 6,663)
                                                                                 ---------

                    Ending Balance at December 31, 2001                            $61,020
                                                                                 =========
</TABLE>

                    ---------------
                    *Reflected in the accompanying consolidated financial
                    statements as approximately $5,161 in Network discontinuance
                    reserve.


                    The Company's investment in the Broadband System, which is
                    comprised primarily of mall equipment and mall wiring, is
                    being retained by the Company. The Company has made a
                    cumulative investment of approximately $67,683 in the
                    Broadband System as of December 31, 2001, which has been
                    reflected in buildings and equipment and investment in
                    Unconsolidated Real Estate Affiliates in the accompanying
                    consolidated financial statements as detailed below.
                    Although no direct revenue is currently being generated from
                    the Broadband System, the Company anticipates that revenues
                    will be recognized in future periods either from the sale of
                    such access or increased rents for the Company's retail
                    spaces.

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

<TABLE>
<CAPTION>
                                                                       December 31, 2001
                                                      -------------------------------------------------
                                                                        Investments in
                                                       Building         Unconsolidated           Totals
                                                    and equipment    Real Estate Affiliates
                    <S>                               <C>              <C>                      <C>
                    Mall Wiring and Equipment         $     36,349     $        31,334        $  67,683
                    less Accumulated Depreciation           (3,439)             (3,224)          (6,663)
                                                      ------------     ---------------        ---------
                                                      $     32,910     $        28,110        $  61,020
                                                      ============     ===============        =========
</TABLE>


        NOTE 12     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.

                                      F-38

<PAGE>

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


                    The Company leases land or buildings at certain properties
                    from third parties. Rental expense including participation
                    rent related to these leases was $664, $460 and $375 for the
                    years ended December 31, 2001, 2000 and 1999, 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.

                    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 13 RECENTLY
           ISSUED
       ACCOUNTING
   PRONOUNCEMENTS

                    On June 1, 1998 the FASB issued Statement No. 133
                    "Accounting for Derivative Instruments and Hedging
                    Activities" ("Statement 133"). Statement 133, as amended, is
                    effective for fiscal years beginning after June 15, 2000 as
                    provided by FASB Statement No. 137 issued in July 1999. The
                    Company's only hedging activities are the cash flow hedges
                    represented by its interest rate cap and swap agreements
                    relating to its commercial mortgage-backed securities (Note
                    5). These agreements either place a limit on the effective
                    rate of interest the Company will bear on such variable rate
                    obligations or fix the effective interest rate on such
                    obligations to a certain rate. The Company has concluded
                    that these agreements are highly effective in achieving its
                    objective of eliminating its exposure to variability in cash
                    flows relating to these variable rate obligations in any
                    interest rate environment for loans subject to swap
                    agreements and for loans with related cap agreements, when
                    LIBOR rates exceed the strike rates of the agreements.
                    However, Statement 133 also requires that the Company fair
                    value the interest rate cap and swap agreements as of the
                    end of each reporting period. Interest rates have declined
                    since these agreements were obtained. The Company adopted
                    Statement 133 January 1, 2001. In accordance with the
                    transition provisions of Statement 133, the Company recorded
                    at January 1, 2001 a loss to earnings of $3,334 as a
                    cumulative-effect type transition adjustment to recognize at
                    fair value the time-value portion of all the interest rate
                    cap agreements that were previously designated as part of a
                    hedging relationship. Included in the $3,334 loss is $704
                    relating to interest rate cap agreements held by
                    Unconsolidated Real Estate Affiliates. The Company also
                    recorded $112 to other comprehensive income at January 1,
                    2001 to reflect the then fair value of the intrinsic portion
                    of the interest rate cap agreements. Subsequent changes in
                    the fair value of these agreements will be reflected in
                    current earnings and accumulated other comprehensive income.
                    During 2001, the Company recorded approximately $2,389 of
                    additional other comprehensive income to reflect 2001
                    changes in the fair value of its interest rate cap and swap
                    agreements.

                    In conjunction with the GGP MPTC financing (Note 5), all of
                    the debt hedged by the Company's then existing interest rate
                    cap agreements was refinanced. As the related fair values of
                    the previous cap agreements were nominal on the refinancing
                    date, these cap agreements were not terminated and any
                    subsequent changes in the fair value of these cap agreements
                    will be reflected in interest expense. Further, certain caps
                    were purchased and sold in conjunction with GGP MPTC
                    financing. These purchased and sold caps do not qualify for
                    hedge accounting and changes in the fair values of these
                    agreements will also be reflected in interest expense.
                    Finally, certain interest rate swap agreements were entered
                    into to partially fix the interest rates on a portion of the
                    GGP MPTC financing. These swap agreements have been
                    designated as cash flow hedges on $666,933 of the Company's
                    consolidated variable rate debt (see also Note 4).

                                      F-39

<PAGE>

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

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

          In July 2001, the FASB issued Statement No. 141, "Business
          Combinations", ("SFAS 141") and Statement No. 142 "Goodwill and Other
          Intangible Assets", ("SFAS 142"). SFAS 141 requires the purchase
          method to be used for business combinations initiated after June 30,
          2001. As the Company has never engaged in a pooling acquisition
          transaction and its customary acquisitions are of individual assets or
          malls rather than operating businesses, the Company does not
          anticipate that SFAS 141 will have a significant impact on its current
          or future operations or financial results. SFAS 142 requires that
          goodwill no longer be amortized to earnings, but instead reviewed for
          impairment, when the statement is required to be adopted on January 1,
          2002. The Company does not believe the impact of the adoption of SFAS
          142 will be significant.

          In August 2001, the FASB issued Statement No. 143 "Accounting for
          Asset Retirement Obligations", ("SFAS 143"). SFAS 143 addresses the
          financial accounting and reporting for asset retirement costs and
          related obligations and is effective for fiscal years beginning after
          June 15, 2002. The Company does not believe the impact of the adoption
          of SFAS 143 will be significant.

          In October 2001, the FASB issued Statement No. 144, "Accounting for
          the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS
          144 develops one accounting model (based on the model in SFAS 121) for
          long-lived assets (including discontinued operations) that are to be
          held or disposed of by sale, as well as addresses certain discontinued
          operations issues. SFAS 144 is effective for financial statements
          issued for fiscal years beginning after December 15, 2001. As the
          Company does not generally hold its properties for sale and has
          historically not had significant operations that have been accounted
          for as "discontinued operations", the Company does not anticipate that
          SFAS 144 will have a significant impact on its current or future
          operations or financial results.

          In February 2002, the FASB announced the rescission of Statement No. 4
          "Reporting Gains and Losses from Extinguishment of Debt" Generally,
          such rescission has the effect of suspending the treatment of debt
          extinguishment costs as extraordinary items. The rescission is
          effective for the year ended December 31, 2003. Accordingly, in the
          comparative statements presented in the year of adoption, the Company
          will reclass approximately $14,022 of debt extinguishment costs
          recorded for 2001 that are classified under current accounting
          standards as extraordinary items to other interest costs.

                                      F-40

<PAGE>

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



NOTE 14  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                             Year Ended                                            First       Second        Third       Fourth
                             December 31, 2001                                    Quarter      Quarter       Quarter     Quarter
                             ------------------                                   -------      -------       -------     -------
                             <S>                                                <C>            <C>           <C>         <C>
                             Total revenues                                      $191,970      $189,542      $196,269    $225,928

                             Operating income                                      86,032        15,260        89,937     105,285

                             Income (loss) before extraordinary items and
                              cumulative effect of accounting change               30,071       (17,630)       35,609      61,616

                             Net income (loss) applicable to common shares         20,620       (24,758)       29,239      42,742

                             Earnings (loss) before extraordinary items and
                              cumulative effect of accounting change
                              per share-basic (a)                                $   0.46         (0.45)         0.56        1.03

                             Earnings (loss) before extraordinary items
                              and cumulative effect of accounting change
                               per share-diluted (a)                                 0.46         (0.45)         0.56        1.03

                             Earnings (loss) per share - basic (a)                   0.39         (0.47)         0.56        0.79

                             Earnings (loss) per share - diluted (a)                 0.39         (0.47)         0.56        0.79

                             Distributions declared per share                    $   0.53      $   0.53      $   0.65    $   0.65

                             Weighted average shares
                              outstanding (in thousands) - basic                   52,365        52,413        52,596      53,990

                             Weighted average shares
                              outstanding (in thousands) - diluted                 52,444        52,507        52,662      54,067

<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

                             Operating income                                      76,636        81,969        85,328     108,937

                             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 items
                              per share-basic (a)                                $   0.43      $   0.42      $   0.48    $   0.85

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

                             Earnings per share - basic (a)                          0.43          0.42          0.48        0.85

                             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
</TABLE>


                             (a)  Earnings (loss) 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-41

<PAGE>


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


          NOTE 15   On March 3, 2002, the Company entered into a definitive
 SUBSEQUENT EVENT   merger agreement with JP Realty, Inc., a publicly held real
                    estate investment trust. The acquisition price will be
                    approximately $1,100, which includes the assumption of
                    approximately $460 of existing debt and approximately $116
                    in existing preferred operating units. Each outstanding
                    share of JP Realty common stock will be converted into
                    $26.10 cash and each common unit of limited partnership
                    interest in JP Realty's operating partnership subsidiary
                    will receive $26.10 in cash or, at the election of the
                    holder, .522 units of newly created Series B preferred units
                    of the Operating Partnership. The acquisition, which is
                    expected to occur in the second quarter of 2002, involves 50
                    properties including 18 enclosed regional malls, 25
                    community centers, 1 free standing retail property and 6
                    mixed-use commercial/business properties in 10 western
                    states. However, the transaction is subject to certain
                    closing conditions including approval by the stockholders of
                    JP Realty.

                                      F-42

<PAGE>

                         Independent Auditors' Report on
                          Financial Statement Schedule

Board of Directors and Stockholders
General Growth Properties, Inc.

We have audited the consolidated financial statements of General Growth
Properties, Inc. (the "Company") as of December 31, 2001, and for the year then
ended, and have issued our report thereon dated February 6, 2002 (March 3, 2002
as to Note 15); such financial statements and report are included elsewhere in
this Form 10-K. Our audit also included the Reconciliation of Real Estate and
Reconciliation of Accumulated Depreciation for the year ended December 31, 2001
of the financial statement schedule of the Company, listed in the Index to
Consolidated Financial Statements and Consolidated Financial Statement Schedule
on page F-1 of this Form 10-K. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audit. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.


Deloitte & Touche LLP


Chicago, Illinois
February 6, 2002

                                      F-43

<PAGE>

                      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 appearing in this Annual Report on Form 10-K of General
Growth Properties, Inc. also included an audit of the Reconciliation of Real
Estate and Reconciliation of Accumulated Depreciation for each of the two years
in the period ended December 31, 2000 of the financial statement schedule listed
in the Index to Consolidated Financial Statements and Consolidated Financial
Statement Schedule of this Form 10-K. In our opinion, based on our audits, the
Reconciliation of Real Estate and Reconciliation of Accumulated Depreciation for
each of the two years in the period ended December 31, 2000 of the financial
statement schedule listed in the Index to Consolidated Financial Statements and
Consolidated Financial 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-44



<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
 Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2001

<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              (a)          Land          (b)      Improvements  Costs (c)      Land     Improvements   Total(c)(d)
------------------------   ------------  ----------- ------------  ------------  ---------  -----------  ------------  ------------
<S>                        <C>           <C>         <C>            <C>          <C>        <C>         <C>           <C>
Ala Moana Combined
  Honolulu, HI             642,275,669   336,229,260 473,770,740      3,647,175  5,685.073  336,229,497   483,102,988   819,332,485

Apache Mall
  Rochester, MN             55,583,346     8,110,292  72,992,628      4,361,643          0    8,110,292    77,354,271    85,464,563

Baybrook Mall
  Friendswood, TX           93,173,250   13,300,000  117,162,546      4,642,596          0   13,300,000   121,805,142   135,105,142

Bayshore Mall,
  Eureka, CA                34,217,304     3,004,345  27,398,907     24,683,533  2,887,090    3,005,040    54,969,530    57,974,570

Bellis Fair Mall,
  Bellingham, WA            72,122,388     7,616,458  47,040,131     10,674,314  6,122,020    7,485,224    63,836,465    71,321,689

Birchwood Mall,
  Port Huron, MI            43,396,941     1,768,935  34,574,635     12,632,977  1,980,603    3,045,616    49,188,215    52,233,831

Boulevard Mall
  Las Vegas, NV            100,181,545    16,490,343 148,413,086      4,882,898          0   16,490,343   153,295,984   169,786,327

Capital Mall
  Jefferson City, MO        22,163,392     4,200,000  14,201,000      8,072,548          0    3,912,935    22,273,548    26,186,483

Century Mall
Birmingham, AL                       0     3,164,000  28,513,908      4,378,737          0    3,164,000    32,892,645    36,056,645

Chapel Hills
  Colorado
  Springs, CO               36,275,538     4,300,000  34,017,000     60,248,333     36,805    4,300,000    94,302,138    98,602,138

Coastland Center
  Naples, FL                84,669,396    11,450,000 103,050,200      4,098,534          0   11,450,000   107,148,734   118,598,734

Colony Square Mall
  Zanesville, OH            25,600,000     1,000,000  24,500,000     15,885,950          0    1,243,184    40,385,950    41,629,134

Columbia Mall
  Columbia, MO              56,100,000     5,383,208  19,663,231     15,191,303  1,368,803    5,383,208    36,223,337    41,606,545

Coral Ridge Mall
  Coralville, IA            78,982,915     3,363,602  64,217,772      9,898,887  4,420,355    3,381,564    78,537,014    81,918,578

Crossroads (MI)

<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              37,739,295                   1999         (e)

Apache Mall
  Rochester, MN              6,761,237                   1998         (e)

Baybrook Mall
  Friendswood, TX            6,763,788                   1999         (e)

Bayshore Mall,
  Eureka, CA                19,241,253   1986-1987                    (e)

Bellis Fair Mall,
  Bellingham, WA            25,494,998   1987-1988                    (e)

Birchwood Mall,
  Port Huron, MI            17,114,853   1989-1990                    (e)

Boulevard Mall
  Las Vegas, NV             13,626,317                   1998         (e)

Capital Mall
  Jefferson City, MO         5,007,301                   1993         (e)

Century Mall
Birmingham, AL               3,891,809                   1997         (e)

Chapel Hills
  Colorado
  Springs, CO               16,597,024                   1993         (e)

Coastland Center
  Naples, FL                 8,762,428                   1998         (e)

Colony Square Mall
  Zanesville, OH            14,537,079                   1986         (e)

Columbia Mall
  Columbia, MO              15,007,604   1984-1985                    (e)

Coral Ridge Mall
  Coralville, IA             8,738,636   1998-1999                    (e)

Crossroads (MI)
</TABLE>

                                      F-45

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

<TABLE>
<S>                          <C>         <C>           <C>          <C>            <C>      <C>           <C>           <C>
  Kalamazoo, MI              44,021,921   6,800,000    61,200,000   14,265,513      41,616   6,800,000    75,507,129    82,307,129

Crossroads Center
  St. Cloud, MN                       0  10,851,689    72,202,847    2,090,047     209,018  11,208,729    74,501,912    85,710,641

<CAPTION>
<S>                         <C>                         <C>          <C>
Kalamazoo, MI               5,050,869                   1999         (e)

Crossroads Center
  St. Cloud, MN             3,061,981                   2000         (e)
</TABLE>


<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              (a)          Land          (b)     Improvements   Costs(c)      Land     Improvements    Total(c)(d)
-----------------------    ------------  ----------  ------------ ------------  ----------  ----------  ------------   ------------
<S>                        <C>           <C>         <C>          <C>           <C>         <C>         <C>            <C>
Cumberland Mall
  Atlanta, GA                97,882,147  15,198,568   136,787,110    4,709,268      77,583  15,198,568   141,573,961   156,772,529

Development in Progress               0           0   121,465,170  (64,028,739)          0           0    57,436,431    57,436,431

Eagle Ridge Mall
  Lake Wales, FL                      0   7,619,865    49,560,538    6,661,469   5,678,662   7,621,768    61,900,669    69,522,437

Eden Prairie Mall
  Eden Prairie, MN                    0     465,063    19,024,047   98,416,950   4,591,247     465,063   122,032,244   122,497,307

Fallbrook Mall,
  West Hills, CA             46,900,000   6,117,338    10,076,520   56,901,512   4,693,078   6,127,138    71,671,110    77,798,248

Fox River Mall
  Appleton, WI               93,200,000   2,700,566    18,291,067   35,357,987   2,025,925   4,787,291    55,674,979    60,462,270

Gateway Mall,
  Springfield, OR            43,436,220   8,728,263    34,707,170   19,762,738   7,642,587   8,749,088    62,112,495    70,861,583

GGPLP Corp.
  Chicago, IL               207,000,000           0       556,740   49,758,561           0           0    50,315,301    50,315,301

110 Building
  Chicago, IL                26,694,143           0    29,035,310    2,184,058           0           0    31,219,368    31,219,368

Grand Traverse Mall,
  Grand Traverse, MI         50,835,108   3,529,966    20,775,772   21,838,857   3,643,793   3,533,745    46,258,422    49,792,167

Greenwood Mall
  Bowling Green, KY          48,766,423   3,200,000    40,202,000   19,213,539           0   3,431,918    59,415,539    62,847,457

Knollwood Mall,
  St. Louis Park, MN                  0           0     9,748,047   24,895,840   2,867,530   7,025,606    37,511,417    44,537,023

Lakeview Square Mall
  Battle Creek, MI           25,465,587   3,578,619    32,209,980   14,962,185      42,469   3,578,619    47,214,634    50,793,253

<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                  12,337,025                   1998          (e)

Development in Progress                 0

Eagle Ridge Mall
  Lake Wales, FL               10,434,054     1995-1996                   (e)

Eden Prairie Mall
  Eden Prairie, MN              4,394,533                   1997

Fallbrook Mall,
  West Hills, CA               27,934,988                   1984          (e)

Fox River Mall
  Appleton, WI                 20,690,575     1983-1984                   (e)

Gateway Mall,
  Springfield, OR              19,967,562     1989-1990                   (e)

GGPLP Corp.
  Chicago, IL                  13,875,807                                 (e)

110 Building
  Chicago, IL                   3,127,906                   1997          (e)

Grand Traverse Mall,
  Grand Traverse, MI           15,873,623     1990-1991                   (e)

Greenwood Mall
  Bowling Green, KY            14,603,235                   1993          (e)

Knollwood Mall,
  St. Louis Park, MN           15,858,577                   1978          (e)

Lakeview Square Mall
  Battle Creek, MI              5,577,665                   1996          (e)
</TABLE>

                                      F-46

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

<TABLE>
<S>                      <C>           <C>         <C>           <C>           <C>          <C>         <C>           <C>
Lansing Mall
  Lansing, MI              30,030,398   6,977,798    62,800,179    11,799,121      182,298   6,977,798    74,781,598   81,759,396

Lockport Mall,
  Lockport, NY              9,300,000     800,000    10,000,000     4,301,489       23,656     800,000    14,325,145   15,125,145

<CAPTION>
<S>                      <C>           <C>         <C>
Lansing Mall
  Lansing, MI               9,134,984        1996          (e)

Lockport Mall,
  Lockport, NY              5,618,636        1986          (e)
</TABLE>

<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            (a)          Land          (b)      Improvements   Costs (c)      Land     Improvements   Total(c)(d)
----------------------   ------------  ----------  ------------  ------------  -----------  ----------  ------------  ------------
<S>                      <C>           <C>         <C>           <C>           <C>          <C>         <C>           <C>
Mall of the Bluffs,
  Council Bluffs, IA       43,396,941   1,860,116    24,016,343    15,812,545    2,529,093   1,895,220    42,357,981   44,253,201

Mall St. Vincent
  Shreveport, LA           18,573,688   2,640,000    23,760,000     4,522,637            0   2,640,000    28,282,637   30,922,637

Marketplace
Champaign, IL              47,000,000   7,000,000    63,972,357    36,715,247       86,705   7,000,000   100,774,309  107,774,309

McCreless Mall
 San Antonio, TX                    0   1,000,000     9,000,002       711,531            0   1,000,000     9,711,533   10,711,533

MEPC Corp.
  Chicago, IL                       0           0    (1,549,401)            0            0           0    (1,549,401)  (1,549,401)

Northridge Fashion
 Center
  Northridge, CA          139,333,432  16,618,095   149,562,583    25,479,771    2,977,145  16,884,326   178,019,499  194,903,825

Oakwood Mall,
  Eau Claire, WI           57,862,588   3,266,669    18,281,160    21,640,333    1,711,573   3,617,262    41,633,066   45,250,328

Park Mall
  Tucson, AZ              100,495,593   4,996,024    44,993,177    97,388,605    5,438,192   4,715,836   147,819,974  152,535,810

Piedmont Mall,
  Danville, VA             30,148,678   2,000,000    38,000,000     5,030,782       20,787   2,000,000    43,051,569   45,051,569

Pierre Bossier Mall
  Bossier City, LA         40,411,286   5,280,707    47,558,468     4,517,187            0   5,283,970    52,075,655   57,359,625

The Pines,
  Pine Bluff, AR           26,404,644   1,488,928    17,627,258    10,737,087    1,365,091   1,247,414    29,729,436   30,976,850

Regency Square Mall
  Jacksonville, FL         86,049,352  16,497,552   148,477,968    10,507,182            0  16,456,452   158,985,150  175,441,602

Rio West Mall,
  Gallup, NM               13,500,000           0    19,500,000     5,491,177            0           0    24,991,177   24,991,177


<CAPTION>
                              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>
Mall of the Bluffs,
  Council Bluffs, IA         15,581,498      1985-1986                  (e)

Mall St. Vincent
  Shreveport, LA              2,526,704                     1998        (e)

Marketplace
Champaign, IL                 9,905,792                     1997        (e)

McCreless Mall
 San Antonio, TX                894,527                     1998        (e)

MEPC Corp.
  Chicago, IL                    37,157

Northridge Fashion
Center
  Northridge, CA             14,703,128                     1998        (e)

Oakwood Mall,
  Eau Claire, WI             15,342,361      1985-1986                  (e)

Park Mall
  Tucson, AZ                 10,044,200                     1996        (e)

Piedmont Mall,
  Danville, VA                7,027,298                     1995        (e)

Pierre Bossier Mall
  Bossier City, LA            4,388,459                     1998        (e)

The Pines,
  Pine Bluff, AR             11,519,510      1985-1986                  (e)

Regency Square Mall
  Jacksonville, FL           13,552,943                     1998        (e)

Rio West Mall,
  Gallup, NM                  8,768,478                     1986        (e)
</TABLE>

                                      F-47

<PAGE>

<TABLE>
<S>                          <C>           <C>         <C>         <C>          <C>
River Falls Mall,
  Clarksville, IN                     0    3,177,688   54,610,421   7,881,505   5,281,892

River Hills Mall,
  Mankato, MN                51,200,000    3,713,529   29,013,757  18,335,639   2,662,102

Riverlands Shopping Center
  LaPlace, LA                         0      500,000    4,500,000     200,693           0

<CAPTION>
<S>                          <C>           <C>         <C>         <C>          <C>          <C>       <C>
River Falls Mall,
  Clarksville, IN             3,182,305   67,773,818   70,956,123  25,539,634   1989-1990              (e)

River Hills Mall,
  Mankato, MN                 4,707,482   50,011,498   54,718,980  16,288,834   1990-1991              (e)

Riverlands Shopping Center
  LaPlace, LA                   500,000    4,700,693    5,200,693     484,103                1998      (e)
</TABLE>

                                      F-48



<PAGE>

<TABLE>
<CAPTION>
                                                                                          Costs Capitalized
                                                                                              Subsequent
                                                          Initial Cost                      To Acquisition
                                                  ------------------------------    -----------------------------
                                                                    Buildings
                                                                       and
                                  Encumbrances                     Improvements                        Carrying
      Description                      (a)            Land             (b)          Improvements       Costs (c)
------------------------         --------------   ------------    --------------    ------------      -----------
<S>                              <C>              <C>             <C>               <C>               <C>
Rivertown Crossing
  Grandville, MI                    129,511,696     10,972,923        97,141,738      30,321,159       13,159,575

Sooner Fashion Mall,
  Norman, OK                         20,000,000      2,700,000        24,300,000      15,061,684                0

Southlake Mall,
  Morrow, GA                         51,300,000      6,700,000        60,406,902      11,114,616                0

SouthShore Mall,
  Aberdeen, WA                                0        650,000        15,350,000       2,911,571                0

Southwest Plaza
  Littleton, CO                      82,841,400      9,000,000       103,983,673      11,337,140          564,887

Spring Hill
  West Dundee, IL                    88,563,257     12,400,000       111,643,525       5,487,900                0

Tucson Mall
  Tucson, AZ                        113,057,542              0       181,424,484       1,171,195                0

Valley Hills,
  Harrisonburg, VA                   34,342,506      3,443,594        31,025,471      34,770,165          169,540

Valley Plaza Shopping Center
  Bakersfield, CA                    81,652,670     12,685,151       114,166,356      (4,500,452)               0

West Valley Mall,
  Tracy, CA                          53,388,284      9,295,045        47,789,310      14,327,722        7,886,196

Westwood Mall
  Jackson, MI                        20,900,000      2,658,208        23,923,869       4,503,917                0
                                 --------------   ------------    --------------    ------------      -----------

  Grand Totals                   $3,398,207,188   $636,492,407    $3,440,637,702    $897,868,361      $98,072,989
                                 ==============   ============    ==============    ============      ===========

<CAPTION>
                                       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>
Rivertown Crossing
  Grandville, MI                 7,246,462     140,622,472     147,868,934      9,181,596     1998-1999                   (e)

Sooner Fashion Mall,
  Norman, OK                     2,580,578      39,361,684      41,942,262      4,479,597                   1996          (e)

Southlake Mall,
  Morrow, GA                     6,700,000      71,521,518      78,221,518      7,292,119                   1997          (e)

SouthShore Mall,
  Aberdeen, WA                     650,000      18,261,571      18,911,571      7,935,089                   1986          (e)

Southwest Plaza
  Littleton, CO                  9,000,000     115,885,700     124,885,700     10,704,748                   1998          (e)

Spring Hill
  West Dundee, IL               12,400,000     117,131,425     129,531,425     10,440,294                   1998          (e)

Tucson Mall
  Tucson, AZ                             0     182,595,679     182,595,679      1,717,668                   2001          (e)

Valley Hills,
  Harrisonburg, VA               5,656,275      65,965,176      71,621,451      4,860,786                   1997          (e)

Valley Plaza Shopping Center
  Bakersfield, CA               12,685,151     109,665,904     122,351,055      9,695,099                   1998          (e)

West Valley Mall,
  Tracy, CA                     10,885,507      70,003,228      80,888,735     11,572,603       1995                      (e)

Westwood Mall
  Jackson, MI                    3,571,208      28,427,786      31,998,994      3,676,463                   1996          (e)
                              ------------  --------------  --------------   ------------

  Grand Totals                $649,311,682  $4,436,579,052  $5,085,890,734   $624,986,330
                              ============  ==============  ==============   ============
</TABLE>

                                      F-49

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

                                      F-50

<PAGE>

                         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 $4,027,382.

                          Reconciliation of Real Estate
                          -----------------------------

<TABLE>
<CAPTION>
                                        1999                2000             2001
                                       ------              ------           ------
   <S>                              <C>                 <C>              <C>
   Balance at beginning of year     $ 3,676,796         $ 4,326,551      $ 4,676,740

   Additions:                         1,238,874             350,189          352,186

   Other additions/(reductions):       (589,119)                 --           56,965
                                    -----------         -----------      -----------

   Balance at close of year         $ 4,326,551         $ 4,676,740      $ 5,085,891
                                    ===========         ===========      ===========
</TABLE>

                   Reconciliation of Accumulated Depreciation
                   ------------------------------------------

<TABLE>
<CAPTION>
                                         1999              2000              2001
                                        ------            -----              ----
   <S>                               <C>               <C>               <C>
   Balance at beginning of year      $  301,789        $  376,673        $  488,130

   Depreciation Expense                 105,046           111,457           128,682

   Other additions/(reductions):        (30,162)               --             8,174
                                     ----------        ----------        ----------

   Balance at close of year          $  376,673        $  488,130        $  624,986
                                     ==========        ==========        ==========
</TABLE>

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

            Buildings, improvements and carrying costs               40 years
            Tenant allowances                                   10 - 40 years
            Equipment and fixtures                                   10 years

                                      F-51

<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)

                                      S-1

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

     2(d) Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited partnership, The Comptroller of the State of New
York as Trustee of the Common Retirement Fund ("NYSCRF"), and GGP/Homart II
L.L.C. a Delaware limited liability company ("GGP/ Homart II"). (18)

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

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

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

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

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

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

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

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

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

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

     2(o) Purchase and Sale Agreement dated as of August 7, 2001 by and between
Oracle-Wetmore Co. and GGP-Tucson Mall, L.L.C. (27)

     2(p) Purchase and Sale Agreement dated as of August 7, 2001 by and between
TMall-WN, L.L.C. and GGP-Tucson Mall, L.L.C. (27)

     2(q) Purchase and Sale Agreement dated as of August 7, 2001 by and between
JCP Realty, Inc. and GGP-Tucson Mall, L.L.C. (27)

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

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

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

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

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

                                      S-2

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

     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)

     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)

                                      S-3

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

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

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

     10(d) Amendment, dated May 8, 2001, to 1993 Stock Incentive Plan, as
amended. (27)

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

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

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

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

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

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

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

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

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

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

     10(o) Amendment, dated May 9, 2000, to 1998 Stock Incentive Plan. (28)

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

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

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

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

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

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

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

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

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

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

                                      S-4

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

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

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

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

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

     10(dd) Third Amendment to Term Loan Agreement, dated as of June 11, 2001,
executed by Borrower and BT, Lehman, Hypo, Fleet, Chase and Comerica Bank. (29)

     10(ee) Joinder Agreement, dated as of August 1, 2001 between Commerzbank
AG, New York and Grand Cayman Branches ("Commerzbank"), Borrower, BT and Lehman.
(28)

     10(ff) Promissory Note dated August 1, 2001 made by Borrower in favor of
Commerzbank. (28)

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

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

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

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

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

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

     10(mm) First Amendment to Revolving Credit Agreement, dated as of June 7,
2001, executed by Borrower, BofA, Dresdner, USB and Hypo. (29)

     10(nn) Joinder to Revolving Credit Agreement, dated as of August 10, 2001,
executed by Commerzbank, as consented to by Borrower, BofA, Dresdner, USB and
Hypo. (29)

     10(oo) Promissory Note dated August 16, 2001 made by Borrower in favor of
Commerzbank. (29)

     10(pp) Revolving Credit Agreement, dated as of January 30, 2001, among
General Growth Management, Inc. and GGPLP L.L.C. (collectively, "Borrower"),
BofA, USB, and LaSalle Bank National Association ("LaSalle"). (26)

     10(qq) Promissory Note dated January 30, 2001 made by Borrower in favor of
BofA. (26)

     10(rr) Promissory Note dated January 30, 2001 made by Borrower in favor of
USB. (26)

     10(ss) Promissory Note dated January 30, 2001 made by Borrower in favor of
LaSalle. (26)

     10(tt) First Amendment to Revolving Credit Agreement, dated as of June 7,
2001, executed by Borrower, BofA, USB and LaSalle. (29)

16. Letter of Pricewaterhouse Coopers LLP dated April 11, 2001 regarding change
in certifying accountant. (25)

                                      S-5

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

21.   List of Subsidiaries of General Growth Properties, Inc.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of KPMG LLP.

23.3  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.

     (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.

                                      S-6

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

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

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

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

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

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

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

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

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

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

     (25) Previously filed as an exhibit to the Company's Current Report on Form
8-K, as amended, dated April 11, 2001, incorporated herein by reference.

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

     (27) Previously filed as an exhibit to the Company's Current Report on Form
8-K, dated August 30, 2001, incorporated herein by reference.

     (28) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q dated August 13, 2001, incorporated herein by reference.

     (29) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q dated November 9, 2001, incorporated herein by reference.

                                      S-7