<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, 2002

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

       Indicate by check mark whether the registrant is an accelerated filer (as
       defined in Rule 12b-2 of the Act).
       YES    X      NO
             ----       ----

       On June 28, 2002, the last business day of the registrant's most recently
       completed second quarter, the aggregate market value of the shares of
       Common Stock held by non-affiliates of the registrant was approximately
       $3.03 billion based upon the closing price of the Common Stock on the New
       York Stock Exchange composite tape on such date.

       As of March 13, 2003, there were 62,748,198 shares of Common Stock
       outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual stockholders meeting to be held
on May 7, 2003 are incorporated by reference into Part III.


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                     PART I  All references to numbered Notes are to specific
           ITEM 1. BUSINESS  footnotes to the Consolidated Financial Statements
                             of the Company (as defined below) included in this
                             Annual Report on Form 10-K ("Annual Report") 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,
                             2002, General Growth either directly or through the
                             Operating Partnership and subsidiaries
                             (collectively, the "Company") owned 100% of
                             fifty-seven regional mall shopping centers, 100% of
                             the Victoria Ward Assets (as defined in Note 3) and
                             100% of the JP Realty Assets (as defined in Note 3)
                             (collectively, the "Wholly-Owned Centers"); 100% of
                             the common stock of General Growth Management, Inc.
                             ("GGMI"); 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"), 50% of the membership interests in GGP-TRS
                             L.L.C. ("GGP/Teachers"), 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-two centers owned by
                             GGP/Homart, the 50% interest in the ten centers
                             owned by GGP/Homart II, the 50% interest in the
                             five centers owned by GGP/Teachers, 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, the 50% ownership
                             interest in the center owned and being developed by
                             Circle T, and the 50% ownership interest in both
                             Quail Springs Mall and Town East Mall comprise the
                             "Unconsolidated Centers". Together, the
                             Wholly-Owned Centers and the Unconsolidated Centers
                             comprise the "Company Portfolio". However, as the
                             center being developed by Circle T is not yet
                             operational, it has been excluded from the
                             definition of, and the operational statistics for,
                             the Company Portfolio. On December 31, 2002,
                             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 common
                             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


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                             elected to be taxed as a REIT.

                             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 for approximately $51.5 million with
                             GGP Management being 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 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.

                             On June 30, 1998, GGP Ivanhoe III acquired the U.S.
                             Prime Property, Inc. real estate portfolio for an
                             aggregate consideration of approximately $625
                             million. 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 properties
                             acquired were 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 for an
                             aggregate purchase price for both properties of
                             approximately $160 million, including a new $83
                             million long-term mortgage loan.

                             In November 1999, the Company formed GGP/Homart II,
                             a new joint venture with the New York State Common
                             Retirement Fund ("NYSCRF"), the Company's venture
                             partner in GGP/Homart. Upon formation, GGP/Homart
                             II owned three regional malls contributed by the
                             NYSCRF (Alderwood Mall in Lynnwood (Seattle),
                             Washington; Carolina Place in Charlotte, North
                             Carolina; and Montclair Plaza in Montclair (Los
                             Angeles), California), and four regional malls
                             (Altamonte Mall in Orlando, Florida; Natick Mall in
                             Natick, Massachusetts; Northbrook Court in
                             Northbrook, Illinois; Stonebriar Centre in Frisco
                             (Dallas), Texas) contributed by the Company. 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 November 2002, GGP/Homart
                             II acquired Glendale Galleria, in Glendale, (Los
                             Angeles) California, for approximately $415 million
                             including approximately $170 million of



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                             first mortgage financing assumed at closing and
                             approximately $41 million of newly issued
                             preferred units of the Operating Partnership and
                             the remainder in cash (primarily from new
                             financing proceeds from new mortgage debt
                             collateralized by Glendale Galleria and other
                             GGP/Homart II properties). In addition, GGP/Homart
                             II acquired First Colony Mall in Sugar Land,
                             (Houston) Texas in December 2002 for approximately
                             $105 million, including approximately $67 million
                             in new, non-recourse first mortgage financing.

                             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 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. During 2002, the LLC issued
                             additional preferred units of membership interest
                             to various other investors as described in Note 1,
                             yielding approximately $63 million in cash
                             proceeds. At December 31, 2002, the LLC owned
                             interests in 47 Wholly-Owned Centers, the Victoria
                             Ward Assets and JP Realty Assets.

                             On August 26, 2002, the Company formed
                             GGP/Teachers, a new joint venture owned 50% by the
                             Company and 50% by Teachers' Retirement System of
                             the State of Illinois ("Illinois Teachers"). Upon
                             formation of GGP/Teachers, Clackamas Town Center in
                             Portland, Oregon, which was 100% owned by Illinois
                             Teachers, was contributed to GGP/Teachers. In
                             addition, concurrent with its formation,
                             GGP/Teachers acquired Galleria at Tyler in
                             Riverside, California, Kenwood Towne Centre in
                             Cincinnati, Ohio, and Silver City Galleria in
                             Taunton, Massachusetts, as described in Note 4. The
                             Company's share (approximately $112,000) of the
                             equity of GGP/Teachers was funded by a portion of
                             new unsecured loans. During December 2002,
                             GGP/Teachers acquired the Florence Mall in
                             Florence, Kentucky for approximately $97 million,
                             including approximately $60 million in new first
                             mortgage, non-recourse, financing obtained at
                             acquisition.

            BUSINESS OF THE  The Company is primarily engaged in the ownership,
                    COMPANY  operation, management, leasing, acquisition,
                             development and expansion of regional mall and
                             community 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
                             significant property in the Company Portfolio
                             including location, year opened, square footage,
                             anchors/significant tenants, 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 properties in the Company Portfolio. 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 properties in the Company Portfolio, 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,
                             2002, GGMI was the property manager for forty-seven
                             of the Unconsolidated Centers. The remaining two
                             centers, owned by GGP/Homart through joint
                             ventures, are managed



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                             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 properties in
                             the Company Portfolio 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 shopping center business is continually
                             evolving with competitive pressures requiring the
                             ongoing re-evaluation of 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, 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 all other areas leased to
                             tenants; 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 the
                             structure including, or attached to, the primary
                             complex of buildings that comprise the shopping
                             center; 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
                             or community shopping center; and the term "total
                             Mall Stores sales" means the gross revenue from
                             product sales to customers generated by the Mall
                             Stores.

               ACQUISITIONS  The Company continues to seek to selectively
                             acquire properties that provide opportunities for
                             enhanced profitability and appreciation in value
                             and corresponding increases in shareholder value.
                             In 2002, the Company acquired: a 100% ownership
                             interest in the stock of Victoria Ward, Limited, a
                             privately held real estate corporation whose assets
                             included 65 fee simple acres in Kakaako, Central
                             Honolulu, Hawaii, currently improved with, among
                             other uses, an entertainment, shopping and dining
                             district, for approximately $250 million; a 100%
                             ownership interest in JP Realty, Inc. ("JP
                             Realty"), a publicly held real estate investment
                             trust, and its operating partnership subsidiary,
                             Price Development Company, Limited Partnership
                             ("PDC") which owned or had an interest in 51
                             properties, for approximately $1.1 billion; a 100%
                             ownership interest in Prince Kuhio Plaza, a
                             regional mall in Hilo, Hawaii formerly owned by
                             GGP/Homart, for approximately $39 million; a 100%
                             ownership interest in Pecanland Mall, a regional
                             mall in Monroe, Louisiana, for approximately $72
                             million; and a 100% ownership interest in
                             Southland Mall, a regional mall in the East Bay
                             area of San Francisco, California, for
                             approximately $89 million. The Company, through
                             GGP/Homart II, also acquired in 2002 a 100%
                             ownership interest


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                             in Glendale Galleria in Glendale (Los Angeles),
                             California for approximately $415 million and
                             First Colony Mall in Sugar Land (Houston), Texas
                             for approximately $105 million. Additionally, the
                             Company, through GGP/Homart, purchased the 50%
                             interest it did not own in the Woodlands Mall in
                             Houston, Texas for approximately $50 million. Also
                             in 2002, the Company formed GGP/Teachers, a new
                             joint venture owned 50% by the Company and 50% by
                             Teachers' Retirement System of the State of
                             Illinois. As of December 31, 2002, GGP/Teachers
                             owned Clackamas Town Center in Portland Oregon;
                             Galleria at Tyler in Riverside, California;
                             Kenwood Towne Centre in Cincinnati, Ohio; Silver
                             City Galleria in Taunton, Massachusetts; and
                             Florence Mall in Florence, Kentucky representing
                             an aggregate purchase or contributed value of
                             approximately $731 million.

                             The Company's management feels that it has a
                             competitive advantage with respect to the
                             acquisition of retail properties for the following
                             reasons:

                                    o        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.

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

                                    o        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 in August 2000
                             the Stonebriar Centre, an enclosed shopping center
                             in Frisco (Dallas), Texas. Also as described below,
                             the Company has commenced construction of the
                             Jordan Creek Town Center in West Des Moines, Iowa
                             and, through Circle T, is preparing to develop
                             (with a joint venture partner) an enclosed regional
                             mall in Westlake (Dallas), Texas. In addition, the
                             Company is investigating certain other development
                             sites (representing a net investment of
                             approximately $20.2 million), including Toledo,
                             Ohio and South Sacramento, California. However,
                             there can be no assurance that development of these
                             sites will proceed.

                             During 1999, the Company formed the Circle T joint
                             venture to develop an enclosed mall in Westlake
                             (Dallas), Texas. As of December 31, 2002, the
                             Company had invested approximately $17.4 million in
                             the joint venture. The Company is currently
                             obligated to fund additional pre-development costs
                             of approximately $.7 million. 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 mid-2005 opening is
                             currently scheduled.

                             Construction commenced on the Jordan Creek Town
                             Center in West Des Moines, Iowa in September 2002.
                             As of December 31, 2002, the Company had invested
                             approximately $30.4 million in the project. Upon
                             its projected completion in August 2004, this
                             approximately two million square foot enclosed
                             regional mall shopping center is planned to contain
                             up to three anchor stores, a hotel and an
                             amphitheater.



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             EXPANSIONS AND  As of December 31, 2002, 12 major redevelopment
                RENOVATIONS  projects were underway. 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 2002 are
                             described below.

                             The renovation of Alderwood Mall, a 1,039,264
                             square foot center located in Lynnwood (Seattle),
                             Washington, began in 2001. This two-phase project
                             includes the addition of 180,000 square feet of
                             Mall Stores, a theatre and a new relocated
                             Nordstrom's. The first phase of the project is
                             expected to be completed in the summer of 2003 with
                             Phase II to be completed in mid-2004.

                             Altamonte Mall, located in Altamonte Springs,
                             Florida, in the Orlando metro area, contains
                             approximately 1,099,000 square feet of GLA. The
                             renovation, consisting of the addition of an
                             18-screen AMC megaplex theatre, Center Court
                             remodeling, and food court improvements including
                             two new restaurants, commenced in early 2002.
                             Construction of the project is expected to be
                             completed in the summer or early fall of 2003.

                             The redevelopment of the Tucson Mall, a 1,304,968
                             square foot center located in Tucson, Arizona,
                             began in July 2002. The project includes an already
                             completed center court remodeling, as well as new
                             floor tiling, lighting, vertical transportation and
                             soft seating areas. Additional scheduled
                             improvements are a children's play area and a food
                             court renovation, with the entire project scheduled
                             to be completed in November 2003.

                             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 merchandising and
                             converting the mall to an outdoor, 1,100,000 square
                             foot power center with the addition of Ross, DSW
                             Shoe Warehouse and Home Depot. Completion of the
                             project is anticipated for early summer of 2003.

                THE COMPANY  The Company Portfolio is comprised primarily of 153
                             retail properties (regional malls PORTFOLIO or
                             community centers) as detailed below. The Company
                             also has certain office space associated with the
                             Company's retail properties and approximately 1.4
                             million square feet of commercial/industrial space
                             at 6 former JP Realty properties (Note 3). Except
                             for two free-standing single tenant stores, the
                             remaining 151 retail properties are shopping
                             centers with a variety of smaller Mall Stores and
                             most of which contain at least one major department
                             store as an Anchor. Each property provides ample
                             parking for shoppers. Excluding the free-standing
                             stores mentioned above, the retail properties:

                                    o        Range in size between approximately
                                             11,900 and 1,850,000 square feet of
                                             total GLA and between approximately
                                             11,900 and 836,000 square feet of
                                             Mall and Freestanding GLA. The
                                             smallest retail property has 5
                                             stores, and the largest has over
                                             320 stores;

                                    o        Have approximately 498 Anchors,
                                             operating under approximately 68
                                             trade names; and

                                    o        Have approximately 12,700 Mall and
                                             Freestanding Stores.

                             The average size of the 151 retail properties is
                             approximately 757,300 square feet of GLA, including
                             all Anchors, Mall Stores and Freestanding Stores.
                             The average Mall and Freestanding GLA per Portfolio
                             Center is approximately 319,600 square feet.



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                             As of December 31, 2002, the Wholly-Owned Centers
                             contained approximately 62.6 million square feet of
                             GLA consisting of Anchors (whether owned or
                             leased), Mall Stores and Freestanding Stores. The
                             Unconsolidated Centers contained approximately 51.8
                             million square feet of GLA.

                             The Company's share of total revenues from the
                             properties in the Company Portfolio and GGMI
                             increased to $1.4 billion in 2002 from $1.2 billion
                             in 2001. No single retail property generated more
                             than 7.7% of the Company's total 2002 pro rata
                             revenues. In 2002, total Mall Store sales from the
                             properties in the Company Portfolio increased by
                             approximately 4.0% in comparison to the total Mall
                             Store sales in 2001.

                             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, 2002. In
                             addition, similar percentages existed in the
                             Unconsolidated Centers as of December 31, 2002.


<Table>
<Caption>
                                               % OF TOTAL
TENANT NAME                                 ANNUALIZED RENTS
------------                                ----------------
<S>                                         <C>
JCPenney                                          1.91%
Sears                                             1.59%
Old Navy (2)                                      1.45%
Foot Locker                                       1.26%
Cinemark                                          1.16%
Victoria's Secret (1)                             1.03%
Express (1)                                       0.99%
The Gap (2)                                       0.96%
American Eagle Outfitters                         0.96%
Zales Jewelers                                    0.84%
Abercrombie & Fitch                               0.81%
Kaye Bee Toys                                     0.80%
Sam Goody                                         0.76%
Barnes & Noble                                    0.69%
Payless Shoe Source                               0.68%
Lane Bryant                                       0.66%
Consolidated Amusement Theatres                   0.65%
Lerner New York                                   0.63%
Kay Jewelers                                      0.63%
Finish Line                                       0.63%
Macy's                                            0.61%
GNC                                               0.59%
Radio Shack                                       0.59%
Banana Republic (2)                               0.59%
The Buckle                                        0.58%
</Table>

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

(2)      Under common ownership by Gap, Inc.




                                    8 of 47
<PAGE>


                  MALL AND
        FREESTANDING STORES  The retail properties in the Company Portfolio have
                             a total of approximately 12,700 Mall and
                             Freestanding Stores. The following table reflects
                             the tenant representation by category in the retail
                             properties in the Company Portfolio as of
                             December 31, 2002.

<Table>
<Caption>
                     % OF SQ. FT. IN
                       THE RETAIL
  TENANT CATEGORIES    PROPERTIES                TYPES OF TENANTS/PRODUCTS SOLD
  -----------------  ---------------  --------------------------------------------------
<S>                    <C>            <C>
     Specialty            21%         Photo  studios,  beauty and nail salons,  pharmacy
                                      and   sundries,   variety   stores,   pet  stores,
                                      newsstands,  jewelry repair, shoe repair,  tailor,
                                      video games,  shops for  home/bath/kitchen,  rugs,
                                      fabric stores,  beds/waterbeds,  luggage, perfume,
                                      tobacco,  toys,  arcades,   cameras,   sunglasses,
                                      books

  --------------------------------------------------------------------------------------
     Women's Apparel      17%         Women's apparel
  --------------------------------------------------------------------------------------
     Apparel              20%         Unisex apparel, children's apparel, lingerie, and
                                      formal wear
  --------------------------------------------------------------------------------------
     Shoes                11%         Shoes
  --------------------------------------------------------------------------------------
     Food                  8%         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, PF Chang's 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 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 retail properties in the Company Portfolio
                             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,
                             strip, power and lifestyle centers, discount
                             shopping clubs, direct mail, internet sales and
                             telemarketing.



                                    9 of 47
<PAGE>

                             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.

                             Boise Towne Square is a 1,166,000 square foot,
                             enclosed regional shopping center which is
                             centrally located adjacent to the main thoroughfare
                             of Boise, Idaho. The mall was opened in October
                             1988 and is the dominant regional mall in its trade
                             area which includes the headquarters of five major
                             Fortune 500 corporations. The mall contains five
                             anchor department stores: Dillard's, JC Penney,
                             Mervyn's, Sears and The Bon Marche as well as 185
                             mall shops with national retailers such as
                             Abercrombie & Fitch, American Eagle Outfitters, B.
                             Dalton and Old Navy. Boise Towne Square's primary
                             competition consists of power, big box and discount
                             centers located in the immediate area which include
                             retail stores such as Barnes & Noble, Bath & Body
                             Works, Borders, Ross, Target and TJ Maxx.

                             The Parks at Arlington is a 1,520,000 square foot,
                             two-level enclosed regional mall located in
                             Arlington, Texas. The merchandise mix consists of
                             seven anchor stores and 190 mall shops. It was
                             built in 1988 and recently completed an extensive
                             expansion, which added a Galyans and a Great
                             Indoors to the existing anchors (Dillard's,
                             Foley's, Mervyn's, JC Penney and Sears). The
                             project also included a multiplex theatre and an
                             NHL-sized ice rink. The Parks at Arlington's trade
                             area is very large and densely populated with
                             household income levels above the national average
                             and with a wide range of ages, incomes and ethnic
                             backgrounds. The Parks at Arlington dominates
                             portions of the southwest Dallas market, the
                             southeast Fort Worth market and the Arlington
                             markets. The mall's principal competition is from
                             three enclosed regional malls (Six Flags Mall, a
                             1,022,000 square foot mall currently only anchored
                             by Foley's, located approximately 7 miles from The
                             Parks at Arlington; Fort Worth Town Center, a
                             1,023,000 square foot mall anchored by Dillard's,
                             Sears and Bealls, located approximately 12 miles
                             from The Parks at Arlington; Southwest Center Mall,
                             a 1,084,500 square foot mall anchored by Dillard's,
                             Foley's and Sears, located approximately 14 miles
                             from The Parks at Arlington).

                             Clackamas Towne Center is a 1,209,000 square foot,
                             two-level, regional shopping center strategically
                             located southeast of Portland, Oregon. Opened in
                             1981 and renovated in 1994, Clackamas Town Center
                             is anchored by JC Penney, Meier and Frank, Meier
                             and Frank Home Store, Nordstrom and Sears and has
                             185 Mall Shops. The mall's trade area includes over
                             1 million people. Clackamas Town Center's principal
                             competition is from the three enclosed regional
                             malls (the Washington Square Mall, a 1,350,000
                             square foot mall anchored by JC Penney, Meier &
                             Frank, Mervyn's, Nordstrom and Sears, located 30
                             miles from the center; Lloyd Center, a 1,400,000
                             square foot center anchored by Marshall's, Meier &
                             Frank, Nordstrom's and Sears, located 12 miles from
                             the center and Pioneer Place, a 347,000 square foot
                             center anchored by Saks Fifth Avenue and Tiffany &
                             Company, located in downtown Portland which is
                             approximately 20 miles from the center), all owned
                             by national-scope, mall-oriented real estate
                             investment trusts.


             ENVIRONMENTAL   Under various federal, state and local laws
                   MATTERS   and regulations, 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



                                    10 of 47
<PAGE>

                             operation of the Portfolio Centers, General Growth,
                             the Operating Partnership or the relevant property
                             venture through which the property is owned, may be
                             potentially liable for such costs.

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

                             Neither the Phase I nor the Phase II assessments
                             have revealed any environmental liability that the
                             Company believes would have a material effect on
                             the Company's business, assets or results of
                             operations, nor is the Company aware of the
                             existence 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 13, 2003, the Company had 3,810
                             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, terrorist, 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 A  General Growth currently qualifies as a real estate
               REAL  ESTATE  investment trust pursuant to the requirements
       INVESTMENT TRUST AND  contained in Sections 856-858 of the Internal
              TAXABILITY OF  Revenue Code of 1986, as amended (the "Code"). If,
              DISTRIBUTIONS  as General Growth contemplates, such qualification
                             continues, General Growth will not be taxed on its
                             real estate investment trust taxable income.
                             During 2002, 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 $2.67 per share
                             of Common Stock were paid in 2002, of which $2.13
                             (79.8%) was ordinary income, $0.01 (0.4%) was
                             Unrecaptured Section 1250 Gain and $0.53 (19.8%)
                             was a return of capital based on the taxable income
                             of General Growth.

                  AVAILABLE  General Growth makes available free of charge
                INFORMATION  through its website at www.generalgrowth.com all
                             reports it electronically files with, or furnishes
                             to, the Securities and Exchange Commission (the
                             "SEC"), including its Annual Report on Form 10-K,
                             Quarterly Reports on Form 10-Q and Current Reports
                             on Form 8-K, as well as any amendments to those
                             reports, as soon as reasonably practicable after
                             those



                                    11 of 47
<PAGE>

                             documents are filed with, or furnished to, the SEC.
                             These filings are also accessible on the SEC's
                             website at www.sec.gov.

                    ITEM 2.  The Company's investment in real
                 PROPERTIES  estate as of December 31, 2002 consisted of its
                             interests in the properties in the Company
                             Portfolio, developments in progress and certain
                             other real estate. In most cases, the land
                             underlying the retail properties in the Company
                             Portfolio 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
                             to the Company pursuant to a long-term ground
                             lease.

                    LEASING  The retail properties in the Company Portfolio
                             average Mall Store rent per square foot from leases
                             that expired in 2002 was $29.90. 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
                             2002 was $36.00, or $6.10 per square foot more than
                             the average for expiring leases. The following
                             schedule shows Mall Store scheduled lease
                             expirations over the next five years.


                               PORTFOLIO CENTERS
                    FIVE YEAR LEASE EXPIRATION SCHEDULE (1)

<Table>
<Caption>
                                    ALL EXPIRATIONS                               EXPIRATIONS @ SHARE (2)
                       --------------------------------------------    -----------------------------------------
                          BASE RENT         FOOTAGE       RENT/PSF       BASE RENT        FOOTAGE       RENT/PSF
                       ---------------     ----------     ---------    -------------     ----------     --------
<S>                    <C>                 <C>            <C>          <C>               <C>            <C>
WHOLLY-OWNED
       2003            $    33,986,243      1,693,616     $  20.07     $  33,986,243      1,693,616     $ 20.07
       2004                 38,549,091      1,685,679        22.87        38,549,091      1,685,679       22.87
       2005                 52,788,924      2,119,326        24.91        52,788,924      2,119,326       24.91
       2006                 47,139,398      1,830,597        25.75        47,139,398      1,830,597       25.75
       2007                 41,922,215      1,641,519        25.54        41,922,215      1,641,519       25.54
                       ---------------     ----------     --------     -------------     ----------     -------
PORTFOLIO TOTAL        $   214,385,871      8,970,737     $  23.90     $ 214,385,871      8,970,737     $ 23.90

UNCONSOLIDATED
       2003            $    44,081,696      1,408,908     $  31.29     $  19,912,355        644,441     $ 30.90
       2004                 41,151,224      1,299,907        31.66        20,045,758        636,237       31.51
       2005                 36,337,959      1,201,770        30.24        17,703,001        584,209       30.30
       2006                 42,694,795      1,443,370        29.58        20,522,298        690,178       29.73
       2007                 43,149,806      1,415,855        30.48        21,276,378        698,504       30.46
                       ---------------     ----------     --------     -------------     ----------     -------
PORTFOLIO TOTAL        $   207,415,480      6,769,810     $  30.64     $  99,459,790      3,253,569     $ 30.57

GRAND TOTAL            $   421,801,351     15,740,547     $  26.80     $ 313,845,661     12,224,306     $ 25.67
                       ===============     ==========     ========     =============     ==========     =======
</Table>

(1)      Excludes leases on Mall Stores over 40,000 square feet.

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


                                    12 of 47
<PAGE>



          COMPANY PORTFOLIO  At December 31, 2002, the Company had direct or
                       DEBT  indirect ("pro rata") mortgage and other debt of
                             approximately $6,762.4 million (excluding a market
                             value purchase price adjustment of debt of
                             approximately $6.9 million related to the JP Realty
                             acquisition). The ratio of pro rata variable rate
                             debt to total pro rata debt and preferred stock
                             and preferred Operating Partnership Units was 32.2%
                             at December 31, 2002. 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, 2002
                             (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>
   2003          $   752,735     3.20%    $   201,131     5.73%     $    953,866   3.73%
   2004              487,984     4.81%         87,971     4.96%          575,955   4.84%
   2005              387,000     4.93%        122,413     5.70%          509,413   5.11%
   2006              630,942     5.93%        406,898     4.60%        1,037,840   5.41%
   2007              486,816     5.04%        663,365     3.36%        1,150,181   4.07%

   Subsequent    $ 1,839,933     6.43%        695,246     5.24%     $  2,535,179   6.09%
                 -----------     ----         -------     ----      ------------   ----

   Totals        $ 4,585,410     5.39%    $ 2,177,024     4.61%     $  6,762,434   5.14%
                 ===========     ====     ===========     ====      ============   ====

   Variable Rate $ 1,402,820     3.04%    $ 1,050,751     2.92%     $  2,453,571   2.99%
   Fixed Rate      3,182,590     6.42%      1,126,273     6.18%        4,308,863   6.36%
                 -----------     ----     -----------     ----       -----------   ----

   Totals        $ 4,585,410     5.39%    $ 2,177,024     4.61%     $  6,762,434   5.14%
                 ===========     ====     ===========     ====      ============   ====
</Table>

(a)      Excludes principal amortization.

(b)      Unconsolidated properties debt reflects the Company's share of debt
         (either retained (Note 4) or 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 year ended December 31, 2002.


                                    13 of 47
<PAGE>


                   PROPERTY        DATA The following tables set forth certain
                                   information regarding the Wholly-Owned
                                   Centers and the Unconsolidated Centers as of
                                   December 31, 2002. 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/SIGNIFICANT TENANTS        VACANCIES (3)
---------------------          -----------      -----------------     ----------------------------------------  -------------
<S>                        <C>                  <C>                   <C>                                       <C>
Ala Moana Center                  1959/            1,847,908/         JCPenney (10), Macy's,                        None
 Honolulu, Hawaii          1966,1987,1989,1999        836,443         Neiman Marcus, Sears

Alameda Plaza                   1973/1978            190,341/         Albertsons                                    N/A
 Pocatello, Idaho                                     190,341

Anaheim Crossing (4)              1980                92,170/         Fullerton Toyota                              N/A
 Anaheim, California                                   92,170

Animas Valley Mall              1982/2001            515,752/         Dillard's, JCPenney, Kaye Home                None
 Farmington, New Mexico                               244,535         Furnishings, Ross Dress for Less, Sears

Apache Mall                      1969/               747,195/         Herberger's, JCPenney,                        None
 Rochester, Minnesota        1985,1992,2002           264,203         Marshall Field's, Sears

Austin Bluffs Plaza               1985               114,524/         Albertsons, Longs Drugs                       N/A
 Colorado Springs, Colorado                           114,524

Bailey Hills Plaza                1988                11,887/         Safeway, ShopKo                               N/A
 Eugene, Oregon                                        11,887

Baybrook Mall                     1978/            1,082,679/         Dillard's, Dillard's Men's and Home           None
 Friendswood (Houston),      1984,1985,1995           342,341         Store, Foley's, Mervyn's, Sears
 Texas

Bayshore Mall                     1987/              615,318/         Gottschalks, Mervyn's, Sears                  One (5)
 Eureka, California               1989                395,060

Bellis Fair                       1988               772,395/         The Bon Marche, JCPenney,                     None
 Bellingham (Seattle),                                353,465         Mervyn's, Sears, Target,
 Washington

Birchwood Mall                    1990/              780,541/         JCPenney, Marshall Field's,                   None
 Port Huron (Detroit),          1991,1997             354,407         Sears, Target, Younkers
 Michigan

Boise Plaza                       1979/              108,464/         Albertsons, Burlington Coat Factory           N/A
 Boise, Idaho                     1984                108,464

Boise Towne Plaza (4)             1999               116,677/         Circuit City, Linens' n Things,               N/A
 Boise, Idaho                                         116,677         Old Navy

Boise Towne Square                1988             1,177,944/         The Bon Marche, Dillard's,                    None
 Boise, Idaho                                         482,506         JCPenney, Mervyn's, Sears

The Boulevard Mall               1968/             1,186,185/         Dillard's, JCPenney, Macy's, Sears            None
 Las Vegas, Nevada                1992                398,149

Cache Valley Mall                 1976               305,965/         Dillard's, Dillard's Men's and Home           None
 Logan, Utah                                          160,133         Store, JCPenney

Cache Valley Marketplace          1976               157,713/         Home Depot                                    N/A
 Logan, Utah                                          157,713

Capital Mall                      1978/              530,964/         Dillard's, JCPenney, Sears                    None
 Jefferson City, Missouri       1985,1992             301,279
</Table>


                                    14 of 47
<PAGE>

<Table>
<Caption>
                                                 TOTAL GLA/MALL
                                  YEAR          AND FREESTANDING
  NAME OF CENTER/            OPENED/REMODELED         GLA                                                         ANCHOR
   LOCATION (1)                OR EXPANDED      (SQUARE FEET) (2)            ANCHORS/SIGNIFICANT TENANTS        VACANCIES (3)
---------------------          -----------      -----------------     ----------------------------------------  -------------
<S>                          <C>                <C>                   <C>                                       <C>
Century Plaza                     1975/             743,596/          JCPenney, McRae's, Rich's, Sears              None
 Birmingham, Alabama             1990,1994           255,120

Chapel Hills Mall                 1982/           1,174,070/          Dillard's, Foley's, JCPenney, Kmart,          None
 Colorado Springs, Colorado   1986,1997,1998         428,581          Mervyn's, Sears

Coastland Center                  1977/             924,139/          Burdines, Dillard's, JCPenney, Sears          None
 Naples, Florida                1985,1996            333,749

Colony Square Mall                1981/             552,166/          Elder-Beerman, JCPenney, Sears                One
 Zanesville, Ohio               1985,1987            294,162

Columbia Mall                     1985/             744,676/          Dillard's, JCPenney, Sears, Target            None
 Columbia, Missouri               1986               329,232

Coral Ridge Mall                  1998            1,046,629/          Dillard's, JCPenney, Scheel's All Sports,     None
 Coralville (Iowa City),                             409,591          Sears, Target, Younkers
 Iowa

Cottonwood Mall                   1962/             737,716/          JCPenney, Meier & Frank                       None
 Salt Lake City, Utah             1984               358,208

Cottonwood Square                 1984               77,079/          Albertsons                                    N/A
 Salt Lake City, Utah                                 77,079

Country Hill Plaza                1978              246,337/          Smith's Food & Drug                           N/A
 Ogden (Salt Lake City),                             246,337
 Utah

Crossroads Center                 1966/             784,707/          JCPenney, Marshall Field's,                   None
 St. Cloud, Minnesota             1995               282,378          Sears, Target

The Crossroads                    1980/             766,629/          JCPenney, Marshall Field's, Mervyn's,         None
 Portage (Kalamazoo),             1992               263,669          Sears
 Michigan

Cumberland Mall                   1973/           1,171,495/          JCPenney, Macy's, Rich's, Sears               None
 Atlanta, Georgia                 1989               337,380

Division Crossing                 1990               93,390/          Rite Aid, Safeway                             N/A
 Portland, Oregon                                     93,390

Eagle Ridge Mall                  1996/             625,125/          Dillard's, JCPenney, Sears                    None
 Lake Wales (Orlando),            2000               313,873
 Florida

Eastridge Mall                    1982/             571,842/          The Bon Marche, JCPenney, Sears,              None
 Casper, Wyoming                  1997               282,046          Target

Eden Prairie Mall                 1976/           1,127,058/          Kohl's, Mervyn's, Sears,                      None
 Eden Prairie (Minneapolis),   1989,1994,2001        394,851          Target, Von Maur
 Minnesota

Fallbrook Mall                    1966/           1,010,427/          Home Depot, Kohl's,                           One (4)
 West Hills (Los Angeles),   1985,2002,2003          445,615          Mervyn's, Target
 California

Fort Union Plaza                  1978/              32,969/          Bucca Di Beppo                                N/A
 Salt Lake City, Utah           1982-1987             32,969

Fox River Mall                    1984/           1,221,520/          JCPenney, Marshall Field's, Scheel's          None
 Appleton, Wisconsin    1985,1991,1997,2002,2003     532,883          All Sports, Sears, Target, Younkers

Fremont Village                   1977              103,538/          Sav-On Drug,                                  N/A
 Las Vegas, Nevada                                   103,538          Smith's Food & Drug
</Table>


                                    15 of 47
<PAGE>


<Table>
<Caption>
                                                  TOTAL GLA/MALL
                                     YEAR          AND FREESTANDING
  NAME OF CENTER/              OPENED/REMODELED         GLA                                                         ANCHOR
   LOCATION (1)                  OR EXPANDED      (SQUARE FEET) (2)            ANCHORS/SIGNIFICANT TENANTS        VACANCIES (3)
---------------------            -----------      -----------------     ----------------------------------------  -------------
<S>                          <C>                  <C>                   <C>                                       <C>
Gateway Crossing                    1992             183,659/           Michaels', Ross,                              N/A
 Bountiful, Utah                                      183,659           ShopKo, TJ Maxx

Gateway Mall                        1990/            724,885/           The Emporium (9), Sears, Target               None
 Springfield, Oregon                1999              441,620

Grand Teton Mall                    1984             541,746/           The Bon Marche, Dillard's, JCPenney           None
 Idaho Falls, Idaho                                   271,821           Sears

Grand Traverse Mall                 1992             577,632/           JCPenney, Marshall Field's, Target            None
 Traverse City, Michigan                              312,283

Greenwood Mall                      1979/            829,239/           Dillard's, Famous Barr,                       None
 Bowling Green, Kentucky       1987,1996,2002         400,186           JCPenney, Sears

Halsey Crossing                     1990/             96,038/           Safeway                                       N/A
 Gresham (Portland),                2000               96,038
 Oregon

KIDK/Baskin Robbins                 1980               1,814/           Baskin Robbins                                N/A
 Idaho Falls, Idaho                                     1,814

Knollwood Mall                      1955/            403,802/           Cub Foods, Kohl's                             None
 St. Louis Park,                  1981,1999           193,202
 (Minneapolis), Minnesota

Lakeview Square Mall                1983/            607,095/           JCPenney, Marshall Field's, Sears             None
 Battle Creek, Michigan           1998,2001           315,502

Lansing Mall                        1969/            838,502/           JCPenney, Marshall Field's, Mervyn's,         None
 Lansing, Michigan                  2001              447,332           Younkers

Lockport Mall                       1975/            336,075/           The Bon Ton, Rosa's Homestore                 One
 Lockport, New York                 1984              122,994

Mall of the Bluffs                  1986/            678,397/           Dillard's, JCPenney, Sears, Target            None
 Council Bluffs                   1988,1998           352,523
 (Omaha, Nebraska), Iowa

Mall St. Vincent                    1976/            545,687/           Dillard's, Sears                              None
 Shreveport, Louisiana              1991              197,687

Mall at Sierra Vista                1999             338,875/           Dillard's, Sears                              None
 Sierra Vista, Arizona                                142,383

Market Place Shopping Center      1976/1984        1,105,843/           Bergners, Famous Barr,                        One
 Champaign, Illinois          1987,1990,1994,1999     492,712           Sears

McCreless Mall (6)               1962/               477,646/           Beall's                                       One
 San Antonio, Texas            1985,1997              291,788

North Plains Mall                 1985/              298,993/           Beall's, Dillard's, JCPenney,                 None
 Clovis, New Mexico               1988                103,449           Sears

Northridge Fashion Center         1971/            1,516,383/           JCPenney, Macy's, Robinsons-May,              None
 Northridge (Los Angeles),      1995,1997             691,940           Sears
 California

North Temple Plaza                1970                10,085/           Albertsons, Rite Aid                          N/A
 Salt Lake City, Utah                                  10,085

North Town Mall                   1955/            1,056,391/           The Bon Marche, The Emporium (9),             None
 Spokane, Washington      1961,1977,1984,1989,        503,140           JCPenney, Mervyn's, Sears
                            1992,1999-2000
</Table>



                                    16 of 47
<PAGE>


<Table>
<Caption>
                                                  TOTAL GLA/MALL
                                    YEAR          AND FREESTANDING
  NAME OF CENTER/             OPENED/REMODELED         GLA                                                         ANCHOR
   LOCATION (1)                 OR EXPANDED      (SQUARE FEET) (2)          ANCHORS/SIGNIFICANT TENANTS         VACANCIES (3)
---------------------           -----------      -----------------     ---------------------------------------  -------------
<S>                           <C>                <C>                   <C>                                      <C>
Oakwood Mall                       1986/             823,004/          JCPenney, Marshall Field's,                  None
 Eau Claire, Wisconsin         1991,1995,1997         337,928          Scheel's All Sports, Sears, Younkers

Orem Plaza-Center Street           1977/              85,221/          Savers, Showbiz Pizza                        N/A
 Orem, Utah                        1989                85,221

Orem Plaza-State Street            1975               27,497/          Rite Aid, Staples                            N/A
 Orem, Utah                                           27,497

Park Place                         1974/           1,037,013/          Dillard's, Macy's, Sears                     None
 Tucson, Arizona                 1998,2001            455,556

Pecanland Mall                     1985              946,995/          Dillard's, JCPenney,                         None
 Monroe, Louisiana                                    328,999          McRae's, Mervyn's, Sears

Piedmont Mall                      1984/             662,248/          Belk, Belk Men's, JCPenney,                  One
 Danville, Virginia                1995               199,628          Sears

Pierre Bossier Mall                1982/             612,580/          Dillard's, JCPenney,                         One
 Bossier City (Shreveport),      1985,1993            230,676          Sears, Stage
 Louisiana

Pine Ridge Mall                    1981              610,305/          The Bon Marche, Dillard's, JCPenney          None
 Pocatello, Idaho                                     172,318          Sears, ShopKo

The Pines                          1986/             604,989/          Dillard's, JCPenney,                         None
 Pine Bluff, Arkansas              1990               265,282          Sears, Wal-Mart

Plaza 800                          1975              176,431/          Albertsons, ShopKo                           N/A
 Reno, Nevada                                         176,431

Plaza 9400                         1979              207,980/          Albertsons, Fred Meyer                       N/A
 Sandy, Nevada                                        207,980

Prince Kuhio Plaza                 1985/             504,427/          JCPenney (5), Macy's, Sears                  One
 Hilo, Hawaii                    1994,1999            271,805

Provo Towne Center (7)             1998              801,597/          Dillard's, JCPenney, Sears                   None
 Provo, Utah                                          309,878

Red Cliffs Mall                    1990              385,476/          Dillard's, JCPenney, Sears                   One
 St. George, Utah                                     108,419

Red Cliffs Plaza                   1994               57,304/          America's Best Furniture                     N/A
 St. George, Utah                                      57,304          Warehouse

Regency Square Mall                1968/           1,455,865/          Belk, Dillard's, JCPenney,                   One
 Jacksonville, Florida        1992,1998,2001          576,864          Sears

Rio West Mall                      1981/             445,076/          Beall's, JCPenney, Kmart                     None (8)
 Gallup, New Mexico              1991,1998            263,943

River Falls Mall                   1990              754,974/          Dillard's, Toys 'R' Us, Wal-Mart             None
 Clarksville, Indiana                                 409,936

River Hills Mall                   1991/             646,113/          Herberger's, JCPenney,                       None
 Mankato, Minnesota                1996               284,064          Sears, Target

Riverlands Shopping Center         1965/             187,718/          Big Lots                                     N/A
 LaPlace (New Orleans),          1984,1990            187,718
 Louisiana

River Pointe Plaza                 1988              224,147/          Albertsons, ShopKo                           N/A
 West Jordan, Utah                                    224,147

</Table>


                                    17 of 47
<PAGE>


<Table>
<Caption>
                                                 TOTAL GLA/MALL
                                    YEAR         AND FREESTANDING
  NAME OF CENTER/             OPENED/REMODELED        GLA                                                          ANCHOR
   LOCATION (1)                 OR EXPANDED     (SQUARE FEET) (2)           ANCHORS/SIGNIFICANT TENANTS         VACANCIES (3)
---------------------           -----------     -----------------     ---------------------------------------   -------------
<S>                            <C>              <C>                   <C>                                       <C>
Riverside Plaza                    1977/            174,655/          Big Lots, Macy's, Rite Aid                    N/A
 Provo, Utah                       1993              174,655

RiverTown Crossings                1999           1,256,814/          Galyans, JCPenney, Kohl's,                    None
 Grandville (Grand Rapids),                          529,843          Marshall Field's, Sears, Younkers
 Michigan

Salem Center                       1979/            648,556/          JCPenney, Meier & Frank, Mervyn's,            None
 Salem, Oregon                   1987,1995           210,556          Nordstrom

Silver Lake Mall                   1989/            333,755/          The Bon Ton, The Emporium (9), JCPenney,      None
Coeur d'Alene, Idaho               1995              116,262          Sears

Sooner Mall                        1976/            508,585/          Dillard's, JCPenney, Old Navy,                None
 Norman, Oklahoma                1989,1999           168,513          Sears, Stein Mart

Southlake Mall                     1976/          1,017,347/          JCPenney, Macy's, Rich's, Sears               None
 Morrow (Atlanta),               1995,1999           278,847
 Georgia

Southland Mall                     1964/          1,312,159/          JCPenney, Macy's, Mervyn's, Sears             None
 Hayward, California          1968,1972,1984         571,895

SouthShore Mall                    1981             284,088/          JCPenney, Sears                               None
 Aberdeen, Washington                                150,313

Southwest Plaza                    1983/          1,285,095/          Dillard's, Foley's, JCPenney, Sears           One
 Littleton (Denver),          1994,1995,2001         647,918
 Colorado

Spokane Valley Mall (7)            1997             739,140/          The Bon Marche, JCPenney, Sears               None
 Spokane, Washington                                 360,056

Spokane Valley Plaza               2001             132,048/          Linens 'n Things, Old Navy,                   N/A
 Spokane, Washington                                 132,048          Sportsman's Warehouse

Spring Hill Mall                   1980/          1,108,992/          Carson Pirie Scott, JCPenney, Kohl's,         None
 West Dundee (Chicago),          1992,1997           376,196          Marshall Field's, Sears, Wickes Furniture
 Illinois

Three Rivers Mall                  1987             527,028/          The Bon Marche, The Emporium (9),             None
 Kelso, Washington                                   330,693          JCPenney, Sears

Tucson Mall                        1982/          1,304,899/          Dillard's, JCPenney, Macy's,                  None
  Tucson, Arizona                1991,1993           446,635          Mervyn's, Robinsons-May, Sears

Twin Falls Crossing                1976              37,680/          Kalic Investors                               N/A
 Twin Falls, Idaho                                    37,680

University Crossing                1971/            199,136/          Barnes & Noble, Burlington Coat Factory,      N/A
 Orem, Utah                      1975,1995           199,136          CompUSA, OfficeMax

Valley Hills Mall                  1978/            904,542/          Belk, Dillard's, JCPenney, Sears              None
 Hickory, North Carolina       1988,1990,1996        293,026

Valley Plaza Shopping Center       1967/          1,162,335/          Gottschalks, JCPenney,                        None
 Bakersfield, California       1988,1997,1998        435,646          Macy's, Robinsons-May, Sears

Victoria Ward               1972/1982,1988,1995,    695,473/          Borders Books, Consolidated Amusement         N/A
 Honolulu, Hawaii              1997,1999,2001        538,290          Theatres, Dave & Busters, Nordstrom Rack,
                                                                      Office Depot, Ross Dress for Less,
                                                                      Sports Authority

Visalia Mall                       1964/            439,833/          Gottschalks, JCPenney                         None
 Visalia, California               1997              182,833
</Table>



                                    18 of 47
<PAGE>

<Table>
<Caption>
                                                TOTAL GLA/MALL
                                 YEAR          AND FREESTANDING
  NAME OF CENTER/           OPENED/REMODELED         GLA                                                               ANCHOR
   LOCATION (1)               OR EXPANDED      (SQUARE FEET) (2)              ANCHORS/SIGNIFICANT TENANTS           VACANCIES (3)
---------------------         -----------      -----------------      ------------------------------------------    -------------
<S>                            <C>             <C>                    <C>                                           <C>
West Valley Mall                 1995/             851,361/           Gottschalks, JCPenney, Ross Dress for Less,       None
 Tracy (San Francisco),          1997               490,886           Sears, Target
 California

Westwood Mall                    1972/             454,984/           Elder-Beerman, JCPenney                           One
 Jackson, Michigan             1978,1993            136,890

White Mountain Mall              1978              341,274/           Harley Davidson, Herberger's, JCPenney            One
 Rock Springs, Wyoming                              174,766

Woodlands Village                1989               91,858/           Bashas', Wal-Mart                                 N/A
  Flagstaff, Arizona                                 91,858

Yellowstone Square               1973/             222,075/           Albertsons                                        N/A
  Idaho Falls, Idaho           1977,1988            222,075
</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)      Anchor vacancy is not applicable for certain smaller strip mall,
         community center or free-standing properties.

(4)      Owned in a joint venture with independent, non-controlling minority
         investors.

(5)      Contract pending for replacement.

(6)      Property subject to a contract for sale at January 21, 2003 and
         scheduled to be sold by March 31, 2003.

(7)      Owned in a joint venture with affiliate of one of the anchor stores
         with a 25% minority ownership interest.

(8)      One anchor has announced plans to close but is operating at the
         property at December 31, 2002.

(9)      Operating at December 31, 2002 but parent company has declared
         bankruptcy.

(10)     Operating at December 31, 2002 but scheduled for redevelopment into
         Mall Stores in 2003 and 2004.






                                    19 of 47
<PAGE>

                             UNCONSOLIDATED CENTERS

<Table>
<Caption>
                                                  OWNERSHIP      TOTAL GLA/MALL
                                YEAR OPENED/      INTEREST %    AND FREESTANDING
NAME OF CENTER/                  REMODELED        OPERATING           GLA                                           ANCHOR
 LOCATION (1)                   OR EXPANDED      PARTNERSHIP     SQUARE FEET(2)    ANCHORS/SIGNIFICANT TENANTS     VACANCIES
-------------------------       -----------      -----------     --------------    ---------------------------     ---------
<S>                             <C>              <C>             <C>               <C>                             <C>
Alderwood Mall                      1979/             50           980,934/        The Bon Marche, JCPenney,         None
 Lynnwood (Seattle),                1995                            308,646        Nordstrom, Sears
 Washington

Altamonte Mall                      1974/             50         1,088,479/        Burdines, Dillard's,              None
 Altamonte Springs (Orlando),   1990,2002,2003                      409,931        JCPenney, Sears
 Florida

Arrowhead Towne Center              1993            16.7         1,131,276/        Dillard's, JCPenney,Mervyn's,     None
 Glendale, Arizona                                                  393,329        Robinsons-May, Sears

Bay City Mall                       1991/             50           525,019/        JCPenney, Sears,                  None
 Bay City, Michigan               1994,1997                         209,368        Target, Younkers

Brass Mill Center and Commons       1997              50         1,181,596/        Filene's, JCPenney,               One
 Waterbury, Connecticut                                             598,958        Sears

Carolina Place                      1991/             50         1,099,981/        Belk, Dillard's, Hecht's,         None
 Pineville (Charlotte),             1994                            326,479        JCPenney, Sears
 North Carolina

Chula Vista Center                  1962/             50           885,739/        JCPenney, Macy's,                 None
 Chula Vista (San Diego),      1988,1993,1994                       324,479        Mervyn's, Sears
 California

Clackamas Town Center               1981/             50         1,184,448/        JCPenney, Meier & Frank, Meier    None
 Portland, Oregon                 1993,1994                         409,606        & Frank Home Store, Nordstrom,
                                                                                   Sears

Columbiana Centre                   1990/             50           831,515/        Belk, Dillard's,                  None
 Columbia, South Carolina           1993                            272,538        Parisian, Sears

Deerbrook Mall                      1984/             50         1,200,052/        Dillard's, Foley's, JCPenney,     None
 Humble (Houston), Texas          1996,1997                         460,459        Mervyn's, Sears

Eastridge Mall                      1970/             51         1,358,744/        JCPenney, Macy's, Sears           One (3)
 San Jose, California          1982,1988,1995                       501,263

First Colony Mall                   1996              50         1,005,393/        Dillard's, Foley's, JCPenney,     None
 Sugar Land (Houston), Texas                                        386,345        Mervyn's

Florence Mall                       1976/             50           924,341/        JCPenney, Lazarus, Lazarus        None
 Florence                           1994                            371,934        Home Store, Sears
 (Cincinnati, Ohio), Kentucky

Galleria at Tyler                   1970/             50         1,055,184/        JCPenney, Macy's,                 None
 Riverside, California            1991,1996                         441,724        Nordstrom, Robinsons-May

Glendale Galleria                   1976/             50         1,322,040/        JCPenney, Macy's, Mervyn's,       None
 Glendale, California             1983,1987                         517,040        Nordstrom, Robinsons-May

Kenwood Towne Center              1959/1988           50         1,082,681/        Dillard's, Lazarus, Parisian      None
 Cincinnati, Ohio                                                   481,089

Lakeland Square Mall                1988/             50           901,214/        Belk, Burdines, Dillard's,        None
 Lakeland (Orlando), Florida      1990,1994                         291,176        Dillard's Men's and Home Store,
 JCPenney, Sears

Landmark Mall                       1965/             51           969,989/        Hecht's, Lord & Taylor, Sears     One
Alexandria (Washington, D.C.),    1989,1990                         359,052
Virginia
</Table>


                                    20 of 47
<PAGE>


<Table>
<Caption>
                                                  OWNERSHIP      TOTAL GLA/MALL
                                YEAR OPENED/      INTEREST %    AND FREESTANDING
NAME OF CENTER/                  REMODELED        OPERATING           GLA                                             ANCHOR
 LOCATION (1)                   OR EXPANDED      PARTNERSHIP     SQUARE FEET(2)    ANCHORS/SIGNIFICANT TENANTS       VACANCIES
-------------------------       -----------      -----------     --------------    ---------------------------       ---------
<S>                             <C>              <C>             <C>               <C>                               <C>
Mayfair                             1958/             51          1,060,273/       The Boston Store,                   None
 Wauwatosa (Milwaukee),     1973,1986,1994, 2001                     560,963       Marshall Field's
 Wisconsin

Meadows Mall                        1978/             51            947,370/       Dillard's, JCPenney, Macy's,        None
 Las Vegas, Nevada                1987,1997                          310,517       Sears

Montclair Plaza                     1968/             50          1,372,095/       JCPenney, Macy's,                   None
 Montclair (San Bernadino),         1985                             569,080       Nordstrom, Robinsons-May,
 California                                                                        Sears

Moreno Valley Mall                  1992              50          1,035,273/       Gottschalks, JCPenney,              None
 Moreno Valley (Riverside),                                          429,739       Robinsons-May, Sears
 California

Natick Mall                         1966/             50          1,155,711/       Filene's, Lord & Taylor,            None
 Natick (Boston),                   1994                             431,711       Macy's, Sears
 Massachusetts

Neshaminy Mall                      1968/             25          1,043,011/       Boscov, Sears,                      None
 Bensalem, Pennsylvania           1995,1998                          439,416       Strawbridge and Clothiers

Newgate Mall                        1981/             50            686,060/       Dillard's, Gart Bros., Mervyn's,    None
 Ogden (Salt Lake City),          1994,1998                          275,896       Sears
 Utah

NewPark Mall                        1980/             50          1,137,559/       JCPenney, Macy's, Mervyn's,         None
 Newark (San Francisco),            1993                             394,095       Sears, Target
 California

Northbrook Court                     1976/            50          1,017,066/       Lord & Taylor, Marshall Field's,    None
 Northbrook (Chicago),            1995,1996                          480,789       Neiman Marcus
 Illinois

Northgate Mall                      1972/             51            824,430/       JCPenney, Proffitt's, Sears         None
 Chattanooga, Tennessee           1991,1997                          381,810

North Point Mall                    1993              50          1,365,903/       Dillard's, JCPenney, Lord &         None
 Alpharetta (Atlanta), Georgia                                       395,803       Taylor, Parisian, Rich's, Sears

The Oaks Mall                       1978/             51            906,009/       Belk, Burdines, Dillard's,          None
 Gainesville, Florida               1995                             348,142       JCPenney, Sears

Oak View Mall                       1991              51            866,595/       Dillard's, JCPenney,                None
 Omaha, Nebraska                                                     262,335       Sears, Younkers

Oglethorpe Mall                     1969/             51            951,059/       Belk, JCPenney, Rich's, Sears       None
 Savannah, Georgia        1974,1982,1990,1992,2002                   414,475

Park City Center                    1970/             51          1,368,029/       The Bon Ton, Boscov, JCPenney,      None
 Lancaster (Philadelphia),        1988,1997                          504,840       Kohl's, Sears
 Pennsylvania

The Parks at Arlington              1988/             50          1,520,316/       Dillard's, Foley's, Galyans,        None
 Arlington (Dallas), Texas       1996,2002                           472,371       The Great Indoors, JCPenney,
                                                                                   Mervyn's, Sears

Pavilions at Buckland Hills         1990/             50          1,009,489/       Dick's Sporting Goods, Filene's,    None
Manchester, Connecticut             1994                             416,845       JCPenney, Lord & Taylor, Sears

Pembroke Lakes Mall                 1992/             50          1,106,467/       Burdines, Dillard's,                None
 Pembroke Pines                     1997                             395,192       Dillard's Men's and Home Store,
 (Fort Lauderdale), Florida                                                        JCPenney, Sears

Quail Springs Mall                  1980/             50          1,130,633/       Dillard's, Foley's,                 None
 Oklahoma City, Oklahoma       1992,1998,1999                        442,780       JCPenney, Sears
</Table>



                                    21 of 47
<PAGE>


<Table>
<Caption>
                                                  OWNERSHIP      TOTAL GLA/MALL
                                YEAR OPENED/      INTEREST %    AND FREESTANDING
NAME OF CENTER/                  REMODELED        OPERATING           GLA                                             ANCHOR
 LOCATION (1)                   OR EXPANDED      PARTNERSHIP     SQUARE FEET(2)    ANCHORS/SIGNIFICANT TENANTS       VACANCIES
-------------------------       -----------      -----------     --------------    ---------------------------       ---------
<S>                             <C>              <C>             <C>               <C>                               <C>
Silver City Galleria                1992/            50           1,015,314        Filene's, JCPenney, Sears            Two
 Taunton (Boston),                  1999                            433,628
 Massachusetts

Steeplegate Mall                    1990             50             488,450/       The Bon Ton, JCPenney, Sears         None
 Concord, New Hampshire                                              232,103

Stonebriar Centre                   2000             50           1,652,840/       Foley's, Galyans, JCPenney,          None
 Frisco (Dallas), Texas                                              706,423       Macy's, Nordstrom, Sears

Superstition Springs                1990/          16.7           1,084,607/       Dillard's, JCPenney, Mervyn's,       None
 East Mesa (Phoenix),               1994                             377,913       Robinsons-May, Sears
 Arizona

Town East Mall                      1971/            50           1,249,506/       Dillard's, Foley's, JCPenney,        None
 Mesquite (Dallas),          1986,1996,1998,2000                     440,020       Sears
 Texas

Tysons Galleria                     1988/            50             814,456/       Macy's, Neiman Marcus,               None
 McLean (Washington, D.C.),      1994,1997                           302,523       Saks Fifth Avenue
 Virginia

Vista Ridge Mall                    1989/            50           1,054,865/       Dillard's, Foley's,                  None
 Lewisville (Dallas), Texas         1991                             381,803       JCPenney, Sears

Washington Park Mall                1984/            50             351,457/       Dillard's, JCPenney,                 None
 Bartlesville, Oklahoma             1986                             157,161       Sears

West Oaks Mall                      1996/            50           1,071,973/       Dillard's, JCPenney,                 None
 Ocoee (Orlando), Florida           1998                             428,491       Parisian, Sears

Westroads Mall                      1968/            51           1,119,719/       Galyans, JCPenney, The Jones         None
 Omaha, Nebraska              1990,1995,1999                         354,419       Store, Von Maur, Younkers

Willowbrook Mall                    1981/            50           1,510,909/       Dillard's, Foley's, Foley's Home     None
 Houston, Texas                     1992                             404,325       Store, JCPenney, Lord & Taylor,
                                                                                   Sears

The Woodlands Mall                  1994/            50           1,177,713/       Dillard's, Foley's, JCPenney,        None
 The Woodlands                      1998                             349,645       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)      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, 2002.


                                    22 of 47
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                               PORTFOLIO ANCHORS
                            AS OF DECEMBER 31, 2002

<Table>
<Caption>
                                                        TOTAL       SQUARE FEET
                  NAME                                 STORES         (000'S)
                  ----                                 ------         -------
<S>                                                      <C>         <C>
    Sears
     Sears                                               100         14,351
     The Great Outdoors                                    1            133
                                                         ---         ------
         Sub-Total Sears                                 101         14,484

    JCPenney                                             101         11,756

    Dillard's Inc.
     Dillard's                                            53          8,512
     Dillard's Men's and Home Store                        4            340
                                                         ---         ------
         Sub-Total Dillard's Inc.                         57          8,852
                                                         ===         ======

    Target Corporation
     Mervyn's                                             24          1,992
     Target                                               16          1,792
     Marshall Field's                                     13          1,917
                                                         ---         ------
         Sub-Total Target Corporation                     53          5,701
                                                         ===         ======

    May Department Stores Company
     Foley's                                              12          2,180
     Robinsons-May                                         9          1,465
     Lord & Taylor                                         6            701
     Filene's                                              4            667
     Meier & Frank                                         3            597
     Hecht's                                               2            345
     Famous Barr                                           2            272
     Strawbridge and Clothiers                             1            218
     Meier & Frank Home Store                              1            166
     Foley's Home Store                                    1            156
     The Jones Store                                       1            153
                                                         ---         ------
         Sub-Total May Department Stores Company          42          6,920
                                                         ===         ======

    Federated Department Stores, Inc.
     Macy's                                               20          3,549
     The Bon Marche                                        9            956
     Rich's                                                5            937
     Burdines                                              5            676
     Lazarus                                               2            361
     Lazarus Home Store                                    1            112
                                                         ---         ------
         Sub-Total Federated Department Stores, Inc.      42          6,591
                                                         ===         ======
</Table>




                                    23 of 47
<PAGE>



                                GENERAL GROWTH PROPERTIES, INC.
                                       PORTFOLIO ANCHORS
                                    AS OF DECEMBER 31, 2002
                                          (continued)

<Table>
<Caption>
                                                          TOTAL       SQUARE FEET
                  NAME                                   STORES         (000'S)
                  ----                                   ------         -------
<S>                                                      <C>            <C>
       Saks Holdings Incorporated
         Younkers                                            9          1,030
         Parisian                                            4            542
         Herberger's                                         3            187
         McRae's                                             2            250
         Boston Store                                        1            211
         Bergner's                                           1            154
         Carson Pirie Scott                                  1            138
         Saks Fifth Avenue                                   1            120
         Proffitt's                                          1             90
                                                         -----         ------
           Sub-Total Saks Holdings Incorporated             23          2,722
                                                         =====         ======

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

       Nordstrom                                             7            855
       Kohl's                                                6            556
       Gottschalks                                           5            568
       The Bon Ton                                           4            356
       Galyans                                               4            337
       The Emporium                                          4            205
       Neiman-Marcus                                         3            423
       Scheel's All Sports                                   3            268
       Beall's                                               3             81
       Ross Dress for Less                                   3             81
       Boscov                                                2            412
       Kmart                                                 2            171
       Wal-Mart                                              2            196
       Von Maur                                              2            329
       Elder-Beerman                                         2            141
       Cub Foods                                             1            130
       Dick's Sporting Goods                                 1             80
       Rosa's Home Store                                     1             50
       Toys 'R' Us                                           1             48
       Stein Mart                                            1             39
       Stage                                                 1             35
       Old Navy                                              1             34
       Home Depot                                            1            135
       Shopko                                                1            112
       Gart Bros.                                            1             64
       Wicks Furniture                                       1             51
       Kaye Home Furnishings                                 1             51
       Harley Davidson                                       1             45
       Dave & Buster's                                       1             44
       Nordstrom Rack                                        1             31
       Office Depot                                          1             31
       Borders                                               1             30
                                                         -----         ------
                                                            69          5,989
                                                         =====         ======
</Table>


                                    24 of 47
<PAGE>



             GROUND LEASES   The Company currently leases the land under Rio
                             West Mall, Prince Kuhio Plaza, Tucson Mall and the
                             office building owned and used by the Company as
                             its headquarters, a portion of the land under
                             Lansing Mall, Mall St. Vincent and Ala Moana malls,
                             a portion of the land at certain retail centers
                             included in the JP Realty Assets, and a portion of
                             the land under the Apache, SouthShore and Bayshore
                             parking areas. In addition, a portion of the land
                             underlying Kenwood Towne Center, owned by
                             GGP/Teachers, is subject to a long-term ground
                             lease. The leases generally contain various
                             purchase options available to 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 properties in
                             the Company Portfolio 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
             PROCEEDINGS     material 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. SUBMISSION OF   No matters were submitted to a vote of General
              MATTERS TO A   Growth's stockholders during the fourth quarter of
          VOTE OF SECURITY   fiscal 2002.
                   HOLDERS



                                    25 of 47
<PAGE>




                   PART II   The Common Stock is listed on the New York Stock
           ITEM 5.  MARKET   Exchange ("NYSE") and trades under the symbol
          FOR REGISTRANT'S   "GGP". As of March 13, 2003, the 62,748,198
             COMMON EQUITY   outstanding shares of Common Stock were held by
               AND RELATED   approximately 1,777 stockholders of record. The
               STOCKHOLDER   closing price per share of the Common Stock on the
                   MATTERS   NYSE on such date was $52.63 per share.

                             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.


<Table>
<Caption>
                                       PRICE
          2002                  -------------------       DECLARED
     QUARTER ENDED                HIGH        LOW       DISTRIBUTION
   ---------------------        --------   --------   ---------------
<S>                             <C>        <C>        <C>
      March 31                  $  44.74   $  38.00       $  .65
      June 30                   $  51.00   $  44.18       $  .65
      September 30              $  51.80   $  41.35       $  .72
      December 31               $  52.29   $  45.15       $  .72
</Table>



<Table>
<Caption>
                                       PRICE
        2001                  ---------------------       DECLARED
    QUARTER ENDED                HIGH        LOW        DISTRIBUTION
 ---------------------        ---------    --------    -------------
<S>                           <C>          <C>         <C>
    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
</Table>




<Table>
<Caption>
                                       PRICE
          2000                  --------------------       DECLARED
     QUARTER ENDED                HIGH         LOW       DISTRIBUTION
   ---------------------        --------    --------    -------------
<S>                             <C>         <C>         <C>
      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
</Table>


                                    26 of 47
<PAGE>


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>
                                                     2002          2001         2000          1999         1998
                                                  -----------   ----------   ----------    -----------  -----------
<S>                                                <C>          <C>          <C>           <C>          <C>
         OPERATING DATA
         Revenue                                  $   980,466   $  803,709   $  698,767    $   612,342  $   426,576
         Network discontinuance costs                      --       66,000           --             --           --
         Depreciation and amortization                180,028      145,352      119,663        108,272       75,227
         Other operating expenses                     369,731      295,843      226,234        206,088      151,784
         Interest expense, net                        215,246      209,622      212,649        174,104      109,840
         Income allocated to
           minority interests                         (87,003)     (40,792)     (52,380)       (33,058)     (29,794)
         Equity in income of
           unconsolidated affiliates                   82,118       63,566       50,063         19,689       11,067
         Net gain on sales                                 25           --           44          4,412          196
                                                  -----------   ----------   ----------    -----------  -----------
         Income before extraordinary items and
          cumulative effect of accounting change      210,601      109,666      137,948        114,921       71,194
         Extraordinary items                           (1,343)     (14,022)          --        (13,796)      (4,749)
         Cumulative effect of accounting change            --       (3,334)          --             --           --
                                                  -----------   ----------   ----------    -----------  -----------
         Net income                                   209,258       92,310      137,948        101,125       66,445
                                                  -----------   ----------   ----------    -----------  -----------
         Convertible Preferred Stock Dividends        (24,467)     (24,467)     (24,467)       (24,467)     (13,433)
         Net income available
           to common stockholders                 $   184,791   $   67,843   $  113,481    $    76,658  $    53,012
                                                  ===========   ==========   ==========    ===========  ===========

         Earnings before extraordinary items
           and cumulative effect of accounting
           change per share-Basic                 $      2.99   $     1.61   $     2.18    $      1.97  $      1.60
         Earnings before extraordinary items
           and cumulative effect of accounting
           change per share-Diluted                      2.97         1.61         2.18           1.96         1.59
         Earnings per share-Basic                        2.97         1.28         2.18           1.67         1.46
         Earnings per share-Diluted                      2.95         1.28         2.18           1.66         1.46
         Distributions Declared Per Share         $      2.74   $     2.36   $     2.06    $      1.98  $      1.88

         CASH FLOW DATA
         Operating Activities                     $   508,363   $  207,125   $  287,103    $   205,705      $84,764
         Investing Activities                      (1,013,640)    (367,366)    (356,914)    (1,238,268)  (1,479,607)
         Financing Activities                         398,162      293,767       71,447      1,038,526    1,388,575


         FUNDS FROM OPERATIONS (1)
         Operating Partnership                    $   479,971   $  376,799   $  330,299    $   274,234     $192,274
         Minority Interest                           (114,894)    (101,844)     (90,805)       (82,631)     (69,182)
         Funds From Operations-Company                365,077      274,955      239,494        191,603      123,092

         BALANCE SHEET DATA
         Investment in Real Estate Assets-Cost    $ 7,724,515   $5,707,967   $5,439,466    $ 5,023,690   $4,063,097
         Total Assets                               7,280,822    5,646,807    5,284,104      4,954,895    4,027,474
         Total Debt                                 4,592,311    3,398,207    3,244,126      3,119,534    2,648,776

         Preferred Units                              468,201      175,000      175,000             --           --
         Common Units                                 377,746      380,359      355,158        356,540      299,431
         Convertible Preferred Stock                  337,500      337,500      337,500        337,500      337,500
         Stockholders' Equity                     $ 1,196,525   $1,183,386   $  938,418    $   927,758  $   585,707
</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.



                                    27 of 47
<PAGE>


                FUNDS FROM   Funds from Operations is used by the real estate
                OPERATIONS   industry and investment community as a
                             supplemental 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
                             and approximately $6,705 of minimum rent
                             recognized in 2002 pursuant to SFAS No. 141 and
                             No. 142 (Note 13). 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>
                                                                2002          2001          2000          1999          1998
                                                             ----------    ----------    ----------    ----------    ----------
<S>                                                          <C>           <C>           <C>           <C>           <C>
Net Income available to common stockholders                  $  184,791    $   67,843    $  113,481    $   76,658    $   53,012

Extraordinary items - charges related to early retirement         1,343        14,022            --        13,796         4,749
of debt

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

Allocations to Operating Partnership unitholders                 58,154        25,128        43,026        33,058        29,794

Net (gain) loss on sales                                            (25)           --         1,005        (4,412)         (196)

Depreciation and amortization                                   242,413       200,472       172,787       155,134       104,915

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

SFAS #141 and #142 below-market lease rent accretion             (6,705)           --            --            --            --
                                                             ----------    ----------    ----------    ----------    ----------

Funds from Operations - Operating Partnership                   479,971       376,799       330,299       274,234       192,274
                                                             ----------    ----------    ----------    ----------    ----------

Funds from Operations - Minority Interest                      (114,894)     (101,844)      (90,805)      (82,631)      (69,182)
                                                             ----------    ----------    ----------    ----------    ----------

Funds from Operations - Company                              $  365,077    $  274,955    $  239,494    $  191,603    $  123,092
                                                             ==========    ==========    ==========    ==========    ==========

</Table>





                                    28 of 47
<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 and
                             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   Certain statements contained in this Annual Report
               INFORMATION   may include  certain  forward-looking information
                             statements,  within the meaning of Section 27A of
                             the Securities Act of 1933, as amended, and Section
                             21E of the Securities Exchange Act of 1934, as
                             amended, including (without limitation) statements
                             with respect to anticipated future operating and
                             financial performance, growth and acquisition
                             opportunities and other similar forecasts and
                             statements of expectation. Words such as "expects",
                             "anticipates", "intends", "plans", "believes",
                             "seeks", "estimates" and "should" and variations of
                             these words and similar expressions, are intended
                             to identify these forward-looking statements.
                             Forward-looking statements made by the Company and
                             its management are based on estimates, projections,
                             beliefs and assumptions of management at the time
                             of such statements and are not guarantees of future
                             performance. The Company disclaims any obligation
                             to update or revise any forward-looking statement
                             based on the occurrence of future events, the
                             receipt of new information or otherwise.

                             Actual future performance, outcomes and results may
                             differ materially from those expressed in
                             forward-looking statements made by the Company and
                             its management as a result of a number of risks,
                             uncertainties and assumptions. Representative
                             examples of these factors include (without
                             limitation) general industry and economic
                             conditions, interest rate trends, cost of capital
                             and capital requirements, availability of real
                             estate properties, 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
              AND CRITICAL   conformity with accounting principles generally
       ACCOUNTING POLICIES   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. Critical accounting policies
                             are those that are both significant to the overall
                             presentation of the Company's financial condition
                             and results of operations and require management
                             to make difficult, complex or subjective
                             judgments. 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 initial valuations and
                             related amortization periods of deferred costs and
                             intangibles, particularly with respect to property
                             acquisitions, as further discussed below. Actual
                             results could differ from those estimates for a
                             variety of reasons, certain of which are discussed
                             below. The Company's critical accounting policies
                             have not changed during 2002, except for the
                             election, during the second quarter of 2002, to
                             adopt the fair value based employee stock-based
                             compensation expense recognition provisions of
                             SFAS 123, as discussed in Note 9.



                                    29 of 47
<PAGE>

                             INITIAL VALUATIONS AND ESTIMATED USEFUL LIVES OR
                             AMORTIZATION PERIODS FOR PROPERTY AND INTANGIBLES:
                             Upon acquisition of an investment property, the
                             Company makes an initial assessment of the initial
                             valuation and composition of the assets and
                             liabilities acquired. These assessments consider
                             fair values of the respective assets and
                             liabilities and are determined based on estimated
                             future cash flows using appropriate discount and
                             capitalization rates. The estimated future cash
                             flows that are used for this analysis reflect the
                             historical operations of the property, known trends
                             and changes expected in current market and economic
                             conditions which would impact the property's
                             operations, and the Company's plans for such
                             property. These estimates of cash flows were
                             particularly important in 2002 given the
                             application of SFAS 141 and 142 (Note 13) for the
                             allocation of purchase price between land,
                             buildings and improvements and other identifiable
                             intangibles. If events or changes in circumstances
                             concerning the property occur, this may indicate
                             that the carrying values or amortization periods of
                             the assets and liabilities may need to be adjusted.
                             The resulting recovery analysis also depends on an
                             analysis of future cash flows to be generated from
                             the property's assets and liabilities. Changes in
                             the Company's overall plans and its views on
                             current market and economic conditions may have a
                             significant impact on the resulting estimated
                             future cash flows of a property that are analyzed
                             for these purposes. As the resulting cash flows
                             are, under current accounting standards, the basis
                             for the carrying values of the assets and
                             liabilities and any subsequent impairment losses
                             recognized, the impact of these estimates on the
                             Company's operations could be substantial. For
                             example, the net consolidated carrying value of the
                             land, buildings and other assets, net of
                             identifiable intangible liabilities, at December
                             31, 2002 for acquisitions completed by the Company
                             in 2002 was approximately $1.6 billion.

                             RECOVERABLE AMOUNTS OF RECEIVABLES AND DEFERRED
                             TAXES: The Company makes periodic assessments of
                             the collectability of receivables and the
                             recoverability of deferred taxes based on a
                             specific review of the risk of loss on specific
                             accounts or amounts. This analysis places
                             particular emphasis on past-due accounts and
                             considers information such as, among other things,
                             the nature and age of the receivables, the payment
                             history and financial condition of the debtor and
                             the basis for any disputes or negotiations with the
                             debtor. The resulting estimate of any allowance or
                             reserve related to the recovery of these items is
                             subject to revision as these factors change and is
                             sensitive to the effects of economic and market
                             conditions on such debtors.

                             CAPITALIZATION OF DEVELOPMENT AND LEASING COSTS:
                             The Company has historically capitalized the costs
                             of development and leasing activities of its
                             properties. These costs are incurred both at the
                             property location and at the regional and corporate
                             office level. The amount of capitalization depends,
                             in part, on the identification of certain
                             activities to specific projects and lease
                             proposals. The amount of costs capitalized and the
                             recovery of such costs depends upon the ability to
                             make such specific identifications or justifiable
                             allocations. Differences in methodologies of cost
                             identifications and documentation, as well as
                             differing assumptions as to the time incurred on
                             different projects, can yield significant
                             differences in the amounts capitalized.

       CERTAIN INFORMATION   As of December 31, 2002, the Company owns 100% of
        ABOUT THE COMPANY    the Wholly-Owned Centers and GGMI,  50% of the
                 PORTFOLIO   common stock of GGP/Homart, 50% of the membership
                             interests in GGP/Homart II, 50% of the membership
                             interests in GGP/Teachers, 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 made to Notes 3 and 4 for
                             a further discussion of such entities owned by
                             the Company.

                             As of December 31, 2002, GGP/Homart owns interests
                             in twenty-two shopping centers, GGP/Homart II owns
                             interests in ten shopping centers, GGP/Teachers
                             owns



                                    30 of 47
<PAGE>

                             interests in five shopping centers, GGP
                             Ivanhoe owns interests in two shopping centers and
                             GGP Ivanhoe III owns 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 the structure including, or attached to, the
                             primary complex of buildings that comprise a
                             shopping center; 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 shopping
                             center; and the term "total Mall Stores sales"
                             means the gross revenue from product sales to
                             customers generated by the Mall Stores.

                             The Mall Store and Freestanding Store portions of
                             the centers in the Company Portfolio which were not
                             undergoing significant redevelopment on December
                             31, 2002 had an occupancy rate of 91% as of such
                             date. This occupancy percentage remained constant
                             as compared to the December 31, 2001 occupancy
                             percentage of the Mall Store and Freestanding Store
                             portions of the centers in the Company Portfolio
                             which were not undergoing significant
                             redevelopment.

                             Total annualized Mall Store sales averaged $355 per
                             square foot for the Company Portfolio for the year
                             ended December 31, 2002, approximately equal to the
                             comparable amount for 2001. Comparable Mall Store
                             sales are retail sales of those tenants that were
                             open the previous 12 months. Therefore, comparable
                             Mall Store sales in the year ended December 31,
                             2002 are of those tenants that were also operating
                             in the year ended December 31, 2001. Comparable
                             Mall Store sales in the year ended December 31,
                             2002 decreased by 2.1% as compared to the same
                             period in 2001.

                             The Company Portfolio (excluding 2002 acquisitions)
                             average Mall Store rent per square foot from leases
                             that expired in the year ended December 31, 2002
                             was $29.90. The Company Portfolio benefited from
                             increasing rents inasmuch as the average Mall Store
                             rent per square foot on new and renewal leases
                             (excluding 2002 acquisitions) executed during this
                             same period was $36.00, or $6.10 per square foot
                             above the average for expiring leases.

     RESULTS OF OPERATIONS   GENERAL:
     OF THE COMPANY          Company revenues are primarily derived from
                             tenants in the form of fixed minimum rents,
                             overage rents and recoveries of operating
                             expenses. Inasmuch as the Company's consolidated
                             financial statements reflect the use of the equity
                             method to account for its investments in
                             GGP/Homart, GGP/Homart II, GGP/Teachers, GGP
                             Ivanhoe, GGP Ivanhoe III, Quail Springs Mall and
                             Town East Mall, the discussion of results of
                             operations of the Company below relates primarily
                             to the revenues and expenses of the Wholly-Owned
                             Centers and GGMI. In addition, the consolidated
                             results of operations of the Company were impacted
                             by the following acquisitions: in April 2000, the
                             Company purchased a 100% interest in Crossroads
                             Center; on January 1, 2001, the Operating
                             Partnership purchased the common stock of GGMI and
                             the preferred stock of GGMI, which was 100% owned
                             by the Operating Partnership, was cancelled; in
                             August 2001, the Company purchased a 100% interest
                             in Tucson Mall; in May 2002, the Victoria Ward
                             Assets were acquired; in July 2002, the JP Realty
                             Assets were acquired; in August 2002, Prince Kuhio
                             Plaza was acquired; in September 2002, Pecanland
                             Mall was acquired; and in December 2002, Southland
                             Mall was acquired. Such 2002 acquisitions
                             represented a net consolidated carrying



                                    31 of 47
<PAGE>

                             value at December 31, 2002 of approximately $1.6
                             billion of net property and equipment, or
                             approximately 26% of the Company's consolidated
                             net property and equipment of approximately $6.2
                             billion. For purposes of the following discussion
                             of the results of operations, the net effect of
                             acquisitions will include the effect of the new
                             acquisitions in 2002, 2001 and 2000 and the
                             consolidation of GGMI's operations in 2001.

                             COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR
                             ENDED DECEMBER 31, 2001 Total revenues for 2002
                             were $980.5 million, which represents an increase
                             of $176.8 million or approximately 22.0% from
                             $803.7 million for the year ended December 31,
                             2001. New acquisitions accounted for approximately
                             $104.7 million of the increase in total revenues
                             with increases in tenant recoveries and fee income
                             as discussed below representing the majority of the
                             remaining increase. Minimum rent for the year ended
                             December 31, 2002 increased by $118.6 million or
                             25.3% from $468.6 million for the year ended
                             December 31, 2001 to $587.2 million for the year
                             ended December 31, 2002. The effect of acquisitions
                             comprised $74.9 million of such increase in minimum
                             rents (including approximately $4.6 million related
                             to SFAS 141 and 142 (Notes 2 and 13)), while the
                             remainder of such increase was due primarily to
                             base rents on expansion space and specialty leasing
                             increases at the comparable centers (properties
                             owned for the entire time during the year ended
                             December 31, 2002 and 2001). Tenant recoveries
                             increased by $34.4 million or 15.5% from $221.9
                             million in 2001 to $256.3 million in 2002. Of the
                             increase in tenant recoveries, approximately $24.6
                             million was attributable to new acquisitions and
                             the remainder was due to increased recoverable
                             operating costs at the comparable centers. Overage
                             rents increased $5.3 million or 23.2% from $22.8
                             million in 2001 to $28.1 million in 2002. The
                             increase in overage rents is substantially all due
                             to new acquisitions. Fees and other income
                             increased by $18.5 million or 20.5% from $90.4
                             million to $108.9 million for the year ended
                             December 31, 2002 primarily due to increases in
                             acquisition, financing, leasing and development
                             fees.

                             Total operating expenses, including depreciation
                             and amortization, increased by approximately $42.6
                             million or 8.4%, from $507.2 million for the year
                             ended December 31, 2001 to $549.8 million for the
                             year ended December 31, 2002. Excluding the effects
                             of the $66 million of Network discontinuance costs
                             which were incurred in 2001 but not in 2002, total
                             operating expenses increased approximately $108.6
                             million in 2002. Of the increase, $53.4 million was
                             due to the effect of acquisitions as discussed
                             below. Property operating expenses increased by
                             $60.7 million or 26.0% from $234.2 million for the
                             year ended December 31, 2001 to $294.9 million for
                             the year ended December 31, 2002, approximately
                             $26.0 million of which was attributable to the
                             effect of acquisitions. The remainder was due
                             primarily to approximately $27.5 million in
                             increases in net payroll and professional services
                             costs including approximately $11.8 million of
                             compensation expenses recognized due to the vesting
                             of certain of the Company's threshold vesting stock
                             options as described in Note 9.

                             Interest expense for the year ended December 31,
                             2002 was $218.9 million, an increase of $4.6
                             million or 2.1%, from $214.3 million for the year
                             ended December 31, 2001. This increase was
                             primarily due to loans incurred or assumed in
                             conjunction with new acquisitions, partially offset
                             by lower interest rates in 2002.

                             Equity in income of unconsolidated affiliates
                             increased by approximately $18.5 million or 29.1%
                             to earnings of $82.1 million for the year ended
                             December 31, 2002, from $63.6 million for the year
                             ended December 31, 2001. This increase was
                             partially a result of reduced net interest expense
                             for such affiliates in 2002 due to reduced interest
                             rates on their mortgage loans primarily resulting
                             from refinancings in 2001. In addition, the
                             Company's equity in the income of GGP Ivanhoe III
                             increased approximately $8.7 million, primarily
                             caused by increases in minimum rents, tenant
                             recoveries and specialty




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                             leasing revenues at the properties. The Company's
                             equity in the income of GGP/Teachers resulted in
                             an increase in earnings of approximately $6.0
                             million for 2002.

                             Extraordinary items were approximately $1.3 million
                             in 2002, primarily due to the Company's $0.7
                             million equity interest in the extraordinary item
                             at Town East, an Unconsolidated Real Estate
                             Affiliate, related to a prepayment penalty incurred
                             in connection with the refinancing of mortgage debt
                             collateralized by Town East Mall.

                             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 was 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.

                             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



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                             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 as a result of the GGP MPTC financing (Note
                             5) and the 2001 Offering (Note 1).

     LIQUIDITY AND CAPITAL   As of December 31, 2002, the Company held
          RESOURCES OF THE   approximately $54.1 million of unrestricted cash,
                   COMPANY   cash equivalents and marketable securities. The
                             Company uses operating cash flow as the principal
                             source of internal funding for short-term
                             liquidity and capital needs such as tenant
                             construction allowances and minor improvements
                             made to individual properties that are not
                             recoverable through common area maintenance
                             charges to tenants. External funding alternatives
                             for longer-term liquidity needs such as
                             acquisitions, new development, expansions and
                             major renovation programs at individual centers
                             include construction loans, mini-permanent loans,
                             long-term project financing, joint venture
                             financing with institutional partners, additional
                             Operating Partnership level or Company level
                             equity investments and unsecured Company level
                             debt or secured loans collateralized by individual
                             shopping centers. In this regard, the Company
                             assumed, in conjunction with the acquisition of JP
                             Realty, a then outstanding $200 million unsecured
                             credit facility (the "PDC Credit Facility") with
                             an outstanding balance of approximately $120
                             million on acquisition. On September 20, 2002, the
                             Company made a prepayment of approximately $97
                             million on the PDC Credit Facility. The Company
                             borrowed an additional $110 million in the fourth
                             quarter of 2002. The balance on the PDC Credit
                             Facility was approximately $130 million at
                             December 31, 2002. The PDC Credit Facility is
                             scheduled to mature in July 2003 and bears
                             interest at the option of the Company at (i) the
                             higher of the federal funds rate plus 50 basis
                             points or the prime rate of Bank One, NA, or (ii)
                             LIBOR plus a spread of 85 to 145 basis points. The
                             LIBOR spread is determined by PDC's credit rating.
                             The PDC Credit Facility contains restrictive
                             covenants, including limitations on the amount of
                             outstanding secured and unsecured debt, and
                             requires PDC to maintain certain financial ratios.
                             As of December 31, 2002, the Company believes it
                             is in compliance with these and any other
                             restrictive covenants (Note 5) continued in its
                             various financing arrangements.

                             In addition, the Company considers its
                             Unconsolidated Real Estate Affiliates as potential
                             sources of short and long-term liquidity. In this
                             regard, the Company has net borrowings (in place of
                             distributions) at December 31, 2002 of
                             approximately $21 million and $82 million from
                             GGP/Homart and GGP/Homart II, respectively, which
                             bear interest at 5.5% per annum and of which
                             approximately $63 million is due March 30, 2003 and
                             approximately $39 million is due December 31, 2003.
                             Such loaned amounts are substantially all of the
                             GGP/Homart and GGP/Homart II net proceeds of the
                             GGP MPTC and other recent financings and are
                             expected to be repaid from future operating
                             distributions from GGP/Homart and GGP/Homart II
                             (Notes 4 and 5). To the extent that amounts remain
                             due in March 2003 after the application of
                             available operating distributions, the Company
                             expects to repay such amounts from other financing
                             proceeds as discussed below. Also, in order to
                             maintain its access to the public equity and debt
                             markets, the Company has a currently effective
                             shelf



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                             registration statement under which up to $2
                             billion in equity or debt securities may 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, 2002, the Company had
                             consolidated debt of approximately $4.6 billion, of
                             which approximately $3.2 billion is comprised of
                             debt bearing interest at fixed rates (after taking
                             into effect certain interest rate swap agreements
                             described below), with the remaining approximately
                             $1.4 billion bearing interest at variable rates. In
                             addition, the Company's pro rata share of the debt
                             of the Unconsolidated Real Estate Affiliates was
                             approximately $2.2 billion, of which approximately
                             $1.1 billion is comprised of debt bearing interest
                             at fixed rates (after taking into effect certain
                             interest rate swap agreements), with the remaining
                             approximately $1.1 billion bearing interest at
                             variable rates. Except in instances where certain
                             Wholly-Owned Centers are cross-collateralized with
                             the Unconsolidated Centers, or the Company has
                             retained a portion of the debt of a property when
                             contributed to an Unconsolidated Real Estate
                             Affiliate (Note 4), the Company has not otherwise
                             guaranteed the debt of the Unconsolidated Real
                             Estate Affiliates. Reference is made to Notes 5 and
                             12 and Items 2 and 7A of the Company's Annual
                             Report on Form 10-K for additional information
                             regarding the Company's debt and the potential
                             impact on the Company of interest rate
                             fluctuations.

                             The following summarizes certain significant
                             investment and financing transactions of the
                             Company currently planned or completed since
                             December 31, 2001:

                             During April 2002, the Company, through the LLC,
                             issued an additional 240,000 RPUs to an affiliate
                             of the institutional investor to whom the LLC had
                             issued 700,000 RPUs in May 2000 (see Note 1). The
                             issuance of these preferred units yielded
                             approximately $58 million in net proceeds to the
                             Company.

                             During May 2002, the Company, through the LLC,
                             issued 20,000 8.25% Cumulative Preferred Units to
                             an investor yielding $5 million in net proceeds to
                             the Company (see the description of the CPUs-Note
                             1).

                             On May 28, 2002, the Company acquired the stock of
                             Victoria Ward, Limited, a privately held real
                             estate corporation as described in Note 3. The
                             total Victoria Ward acquisition price was
                             approximately $250 million, including the
                             assumption of approximately $50 million of existing
                             short-term debt, substantially all of which was
                             repaid immediately following the closing. The $250
                             million total cash requirement was obtained
                             primarily from the sale of the Company's investment
                             in marketable securities and other available cash
                             and cash equivalents.

                             On July 1, 2002, the Company obtained a new
                             mortgage loan collateralized by the Crossroads
                             Center in St. Cloud, Minnesota, which was
                             previously unencumbered. The new $62 million
                             mortgage loan bears interest at LIBOR plus 120
                             basis points and matures, assuming the exercise of
                             one eighteen-month extension option, in July 2005.

                             On July 9, 2002, the Company obtained a new
                             mortgage loan collateralized by the Eden Prairie
                             Mall in Eden Prairie (Minneapolis), Minnesota. The
                             Eden Prairie Mall was previously subject to a
                             construction loan which was paid in December 2001
                             with a portion of the proceeds of the GGP MPTC
                             financing (Note 5). The new $55 million mortgage
                             loan bears interest at a rate per annum equal to
                             LIBOR plus 105 basis points, provides for monthly
                             payments of interest only and matures in July 2007,
                             assuming the exercise of all extension options.

                             On July 10, 2002, the Company acquired the JP
                             Realty Assets (Note 3) by merging JP Realty and PDC
                             with wholly-owned subsidiaries of the Company, with
                             PDC



                                    35 of 47
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                             surviving the merger and all of its subsidiaries
                             remaining in existence. The total acquisition
                             price was approximately $1.1 billion which
                             included the assumption of approximately $460
                             million in existing debt and approximately $116
                             million of existing preferred operating
                             partnership units. Pursuant to the terms of the
                             merger agreement, each outstanding share of JP
                             Realty common stock was converted into $26.10 in
                             cash. Holders of common units of limited
                             partnership interest in PDC received $26.10 per
                             unit in cash or, at the election of the holder,
                             .522 8.5% Series B Cumulative Preferred Units of
                             the Operating Partnership (convertible into common
                             units of limited partnership interest of the
                             Operating Partnership based on a conversion price
                             of $50 per unit). The cash acquisition price was
                             funded from a combination of the net proceeds from
                             the new Eden Prairie and Crossroads mortgage loans
                             described above, a $350 million acquisition loan
                             obtained from a group of commercial banks, and
                             available cash and cash equivalents. The
                             acquisition loan bears interest at the option of
                             the Company at (i) a rate per annum of LIBOR plus
                             150 basis points, or (ii) the higher of the
                             reference rate of Dresdner Bank, AG or the federal
                             funds rate plus 50 basis points, provides for
                             periodic principal payments (including from
                             certain refinancing proceeds) and matures in July
                             2003.

                             On August 5, 2002, the Operating Partnership
                             acquired Prince Kuhio Plaza in Hilo, Hawaii from
                             GGP/Homart for approximately $39 million. The
                             purchase price was comprised of the assumption of
                             approximately $24 million of GGP MPTC financing, a
                             note for $7.5 million and $7.5 million in cash. The
                             $7.5 million note, payable to GGP/Homart, was
                             distributed to the Operating Partnership in
                             conjunction with the distribution of the $7.5
                             million of cash proceeds to NYSCRF. The Operating
                             Partnership then cancelled the $7.5 million note.

                             On August 23, 2002, the Company obtained a new
                             mortgage loan collateralized by Eagle Ridge Mall in
                             Lake Wales, Florida; Century Plaza in Birmingham,
                             Alabama and Knollwood Mall in St. Louis Park
                             (Minneapolis), Minnesota. The new $76 million
                             mortgage loan bears interest at LIBOR plus 103
                             basis points and matures, assuming the exercise of
                             four, twelve-month extension options, in October
                             2007.

                             During August 2002, the Company, through Victoria
                             Ward, arranged for an aggregate of $150 million in
                             loans from two separate groups of banks. On August
                             23, 2002, the Company borrowed an initial $80
                             million and, on September 19, 2002, the Company
                             borrowed an additional $70 million. The two-year
                             loans provide for quarterly partial amortization of
                             principal, bear interest at the option of the
                             borrower at a rate per annum of (i) the greater of
                             the administrative agent's reference rate and the
                             federal funds rate plus 50 basis points or (ii)
                             LIBOR plus 100 basis points, and require the
                             remaining balance of approximately $130 million to
                             be paid at maturity (unless extended, under certain
                             conditions, for an additional six months with the
                             LIBOR spread to increase to 125 basis points).

                             On August 26, 2002, the Company formed
                             GGP/Teachers, a joint venture with Illinois
                             Teachers. Upon formation of GGP/Teachers, Clackamas
                             Town Center in Portland, Oregon, which was 100%
                             owned by Illinois Teachers, was contributed to the
                             new joint venture. In addition, concurrent with its
                             formation, GGP/Teachers acquired Galleria at Tyler
                             in Riverside, California, Kenwood Towne Centre in
                             Cincinnati, Ohio, and Silver City Galleria in
                             Taunton, Massachusetts, from an institutional
                             investor for an aggregate purchase price of
                             approximately $477 million. Two existing
                             non-recourse loans on Silver City Galleria,
                             aggregating a total of $75 million and bearing
                             interest at a rate per annum of 7.41%, were assumed
                             and three new non-recourse mortgage loans totaling
                             approximately $337 million were obtained. The new
                             loans bear interest at a weighted average rate per
                             annum of LIBOR plus 76 basis points. The Company's
                             share (approximately $112 million) of the equity of
                             GGP/Teachers was funded by a portion of new secured
                             and unsecured loans as described above. In
                             addition, the Company has approximately $19.5
                             million of



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                             Retained Debt (Note 4) related to the debt
                             collateralized by the malls owned by GGP/Teachers
                             which remains a contingent obligation of the
                             Company.

                             On September 13, 2002, the Company acquired
                             Pecanland Mall, a 984,000 square foot enclosed
                             regional mall in Monroe, Louisiana, for
                             approximately $72 million. The acquisition was
                             funded by approximately $22 million of cash on hand
                             and the assumption of an existing $50 million loan
                             that bears interest at a rate per annum equal to
                             the sum of 3.0% plus the greater of (i) LIBOR or
                             (ii) 3.5%. The loan is scheduled to mature in
                             January 2005 (subject to a right to extend for one
                             additional year).

                             On December 4, 2002, the Company acquired Southland
                             Mall, a 1,450,000 square foot enclosed regional
                             mall in Hayward, California, for approximately $89
                             million. The acquisition was funded by
                             approximately $24 million cash on hand and a new
                             5-year (assuming all extension options are
                             exercised) $65 million mortgage loan that bears
                             interest at a rate per annum of LIBOR plus 75 basis
                             points.

                             Subsequent to year end, the Company refinanced the
                             mortgage loans collateralized by the Provo Mall and
                             the Spokane Mall with a new, long-term non-recourse
                             mortgage loan. The new $95 million loan bears
                             interest at a rate per annum of 4.42% and matures
                             in February 2008.

                             In March 2003, the Company reached a preliminary
                             agreement with a group of banks to establish a new
                             revolving credit facility and term loan. The total
                             amount to be financed is expected to be
                             approximately $700 million, have a term of three
                             years and provide for partial amortization of a
                             portion of the principal balance of the term loan
                             in the second and third years. The proceeds are
                             anticipated to be used to repay and consolidate
                             existing financing including amounts due on the PDC
                             Credit Facility, the Term Loan, the JP Realty
                             acquisition loan, and to certain Unconsolidated
                             Real Estate Affiliates.

                             In addition, certain Unconsolidated Real Estate
                             Affiliates completed significant investment and
                             financing transactions since December 31, 2001, as
                             summarized as follows:

                             On June 24, 2002, GGP/Homart II refinanced the
                             existing $178 million, 6% mortgage loan (with a
                             scheduled maturity of December 2002) collateralized
                             by Natick Mall. Both the refinanced loan and the
                             new loan represent Retained Debt of the Company
                             (Note 4), for which the Company remains
                             contingently responsible for the entire principal
                             balance. The new $168.4 million mortgage loan,
                             bearing interest at a rate per annum equal to LIBOR
                             plus 55 basis points, provides for monthly payments
                             of principal and interest and matures, assuming the
                             exercise of three, twelve-month extension options,
                             in January 2007.

                             On September 18, 2002, the Company, through Town
                             East Mall Partnership, refinanced the existing
                             $44.8 mortgage loan collateralized by the Town East
                             Mall. The new mortgage loan has a principal balance
                             of $87 million, provides for monthly payments of
                             principal and interest, bears interest at LIBOR
                             plus 58 basis points and matures, assuming the
                             exercise of two, twelve-month extension options, in
                             October 2007.

                             On November 27, 2002, the Company, through
                             GGP/Homart II, acquired all of the membership
                             interests in a limited liability company ("Glendale
                             LLC") that owns directly and indirectly Glendale
                             Galleria, an approximately 1,500,000 square foot
                             enclosed regional mall in Glendale (Los Angeles),
                             California (the "Glendale Property"). The purchase
                             price for the membership interests in Glendale LLC
                             was approximately $415 million less the outstanding
                             balance (approximately $170 million) of the
                             then-existing Glendale Property mortgage debt.
                             Approximately $41.1



                                    37 of 47
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                             million of the purchase price, which was paid to
                             one of the former holders of membership interests
                             in Glendale LLC, was paid by issuance of units of
                             a new series of preferred units of limited
                             partnership in the Operating Partnership, and the
                             remainder of the purchase price was paid in cash.
                             The cash portion of the purchase price and the
                             repayment of the then-existing mortgage debt
                             (which repayment occurred at closing) was funded
                             with the proceeds of (i) a new $235 million
                             mortgage loan collateralized by the Glendale
                             Property which bears interest at a rate per annum
                             of LIBOR plus 75 basis points and matures in
                             November 2007, assuming the exercise of all three
                             extension options, and (ii) a new $200 million
                             unsecured term loan obtained jointly and severally
                             by GGP/Homart and GGP/Homart II which bears
                             interest at the option of the borrower at a rate
                             per annum equal to (i) 25 basis points plus the
                             higher of the Deutsche Bank Trust Company of
                             America's prime rate or the federal funds rate
                             plus 50 basis points or (ii) LIBOR plus 125 basis
                             points, and matures in November 2003.

                             In November, 2002, the Company, through GGP/Homart,
                             obtained a $41 million mortgage loan collateralized
                             by the Parks at Arlington in Arlington (Dallas),
                             Texas. The loan bears interest at a rate per annum
                             of 5.59% and matures in September 2009.

                             On December 10, 2002, the Company, through
                             GGP/Homart II, refinanced the existing $135 million
                             mortgage loan collateralized by Stonebriar Centre
                             in Frisco (Dallas), Texas. The new mortgage loan
                             has a principal balance of $185 million, bears
                             interest at a rate per annum of 5.23% and matures
                             in December 2012.

                             On December 19, 2002, the Company, through
                             GGP/Teachers, acquired Florence Mall in Florence,
                             Kentucky for a purchase price of approximately $97
                             million. The acquisition was funded by additional
                             cash contributions to GGP/Teachers and a new $60
                             million two-year mortgage loan that bears interest
                             at a rate per annum of LIBOR plus 89 basis points
                             and matures in January 2008 (assuming the exercise
                             of both extension options). The Company's share of
                             the capital contributions to GGP/Teachers for this
                             acquisition was funded from cash on hand.

                             Also on December 19, 2002, the Company, through
                             GGP/Homart, acquired for a purchase price of
                             approximately $50 million the 50% interest that it
                             did not own in The Woodlands Mall in Houston, Texas
                             from the Woodlands Commercial Property Company, LP.
                             An additional $50 million mortgage loan bearing
                             interest at a rate per annum of LIBOR plus 250
                             basis points was placed at the property on December
                             31, 2002. This loan is scheduled to mature in
                             December 2006.

                             On December 30, 2002, the Company, through
                             GGP/Homart II, acquired First Colony Mall, an
                             enclosed regional mall in Sugar Land, Texas, for a
                             purchase price of approximately $105 million. The
                             acquisition was funded by cash on hand plus a new
                             $67 million mortgage loan bearing interest at a
                             rate per annum of LIBOR plus 80 basis points with a
                             scheduled maturity of January 2006.

                             Approximately $752.7 million of the Company's
                             consolidated debt is scheduled to mature in 2003
                             and approximately $488 million of consolidated debt
                             is scheduled to mature in 2004. In addition, the
                             Unconsolidated Real Estate Affiliates have certain
                             mortgage loans maturing in 2003 (the Company's
                             prorata portion of which is approximately $201.1
                             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.
                             However, the Company currently expects to issue
                             Common Stock to convert its outstanding preferred
                             stock (PIERS - Note 1) when its option to do so
                             becomes exercisable on July 15, 2003. If additional
                             capital is required, the Company believes that it
                             can increase the



                                    38 of 47
<PAGE>

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

                             Net cash provided by operating activities was
                             $460.5 million in 2002, an increase of $253.4
                             million from $207.1 million in the same period in
                             2001. Income before gain on sales, extraordinary
                             items and cumulative effect of accounting change
                             increased $100.9 million, which was primarily due
                             to the effect of the $66 million provision for the
                             discontinuance of the Network Services in 2001 as
                             discussed in Note 11 and $69.5 million of 2002
                             earnings is attributable to properties acquired in
                             2002.

                             Net cash provided by operating activities was
                             $207.1 million in 2001, a decrease of $80 million
                             from $287.1 million in the same period in 2000.
                             Income before gain on sales, extraordinary items
                             and cumulative effect of accounting change
                             decreased $28.2 million in 2001, which was
                             primarily due to the $66 million provision for the
                             discontinuance of the Network Services development
                             activities in 2001 as described in Note 11.

                             The events of September 11th have had an impact on
                             the Company's insurance coverage. The Company had
                             coverage for terrorist acts in its policies that
                             expired in September 2002. The coverage was
                             excluded from its standard property policies at the
                             time of renewal. Accordingly, the Company obtained
                             a separate policy for terrorist acts. The Company's
                             premiums, including the cost of a separate
                             terrorist policy, increased by a factor of
                             approximately 30% to 40% for property coverage and
                             liability coverage. These increases will impact the
                             Company's annual common area maintenance rates paid
                             in the future by the Company's tenants as well as
                             the Company's net unrecoverable amounts.

                             The Company has over the past year experienced a
                             significant increase in the market price of its
                             Common Stock. Accordingly, certain options granted
                             under its incentive stock plans that vest based on
                             the market price of the Common Stock have vested.
                             Under current accounting standards, such vesting
                             caused the recognition of approximately $11.8
                             million of additional compensation expense in 2002,
                             as described above and in Note 1. In addition, the
                             Company has adopted SFAS 123 for grants of Common
                             Stock options awarded after January 1, 2002 as more
                             fully discussed in Note 9.

      SUMMARY OF INVESTING   Net cash used by investing activities in 2002 was
                ACTIVITIES   $965.8 million, compared to a use of $367.4
                             million in 2001. Cash flow from investing
                             activities was affected by the timing of
                             acquisitions, development and improvements to real
                             estate properties, requiring a use of cash of
                             approximately $1.0 billion in 2002 compared to
                             $338.2 million in 2001. In addition, approximately
                             $155.1 million of the use of cash in 2001 and a
                             corresponding source in 2002 for investing
                             activities was the purchase and subsequent sale of
                             the marketable securities discussed in Note 1.

                             Net cash used by investing activities in 2001 was
                             $367.4 million, compared to a use of $356.9 million
                             in 2000. Cash flow from investing activities was
                             affected by the timing of acquisitions, development
                             and improvements to real estate properties,
                             requiring a use of cash of approximately $338.2
                             million in 2001 compared to $286.7



                                    39 of 47
<PAGE>

                             million in 2000. In addition, approximately $155.1
                             million of the use of cash for investing
                             activities in 2001 was the purchase of the
                             marketable securities discussed in Note 1.

                SUMMARY OF   Financing activities provided net cash of $398.2
      FINANCING ACTIVITIES   million in 2002, compared to $293.8 million in
                             2001. A significant source of funds from financing
                             activities in 2002 was the Company's issuance of
                             additional preferred units in the Operating
                             Partnership yielding net proceeds of approximately
                             $63.3 million as described in Note 1. The 2001
                             Offering resulted in net proceeds of approximately
                             $348 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 activities was financing from mortgages
                             and acquisition debt, which had a positive impact
                             of $792.3 million in 2002 versus approximately
                             $2.1 billion in 2001. The majority of such
                             financing in 2001 was attributable to the GGP MPTC
                             financing described in Note 5. The additional
                             financing in 2002 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 2002 and 2001).

                             Financing activities provided cash of $293.8
                             million in 2001, compared to $71.4 million in 2000.
                             The 2001 Offering resulted in net proceeds of
                             approximately $348 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 activities was financing from
                             mortgages and acquisition debt, which had a
                             positive impact of $2.1 billion in 2001 versus
                             approximately $360 million in 2000. The majority of
                             such financing was attributable to the GGP MPTC
                             financing described in Note 5. 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).

         REIT REQUIREMENTS   In order to remain qualified as a real estate
                             investment trust for federal income tax purposes,
                             General Growth must distribute or pay tax on 100%
                             of capital gains and at least 90% of its ordinary
                             taxable income to stockholders. The following
                             factors, among others, will affect operating cash
                             flow and, accordingly, influence the decisions of
                             the Board of Directors regarding distributions:
                             (i) scheduled increases in base rents of existing
                             leases; (ii) changes in minimum base rents and/or
                             overage rents attributable to replacement of
                             existing leases with new or renewal leases; (iii)
                             changes in occupancy rates at existing centers and
                             procurement of leases for newly developed centers;
                             (iv) necessary capital improvement expenditures or
                             debt repayments at existing properties; and (v)
                             General Growth's share of distributions of
                             operating cash flow generated by the
                             Unconsolidated Real Estate Affiliates, less
                             oversight costs and debt service on additional
                             loans that have been or will be incurred. General
                             Growth 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 General Growth
                             preferred and common stockholders in accordance
                             with the requirements of the Code.

                             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 elected in 2001 to have GGMI
                             treated as a TRS. The Operating Partnership and
                             GGMI concurrently terminated the management
                             contracts for the



                                    40 of 47
<PAGE>

                             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. Although taxable
                             income is expected to be reported for 2002 and
                             subsequent years, GGMI is not expected to be
                             required to pay Federal income taxes in the near
                             term due to its significant net operating loss
                             carry-forwards primarily arising from 2001
                             operations.


           RECENTLY ISSUED   As described in Note 13, the FASB has issued
                ACCOUNTING   certain statements, which are effective for the
            PRONOUNCEMENTS   current or subsequent year. Although SFAS 141 and
          AND DEVELOPMENTS   SFAS 142 had been generally interpreted at
                             issuance by practitioners to not modify previous
                             accounting practices with respect to real estate
                             acquisitions, the implementation of the statements
                             has resulted in the recognition upon acquisition
                             of additional consolidated intangible assets
                             (acquired in-place lease origination costs) and
                             liabilities (acquired below-market leases)
                             relating to the Company's 2002 real estate
                             purchases of approximately $32.4 million and $52.5
                             million, respectively. The Company does not expect
                             a significant impact on its annual reported
                             operations due to the application of any of the
                             other new statements as discussed in Note 13.

       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.

                             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 2001 and 2002, the retail sector was
                             experiencing declining growth due to layoffs,
                             eroding consumer confidence, falling stock prices,
                             the September 11, 2001 terrorist attacks and, most
                             recently, the threats of additional terrorism and
                             war. Although the 2002 holiday season was generally
                             stronger than economists' 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
                             leaseable 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
                             $3.1 million per year, which



                                    41 of 47
<PAGE>

                             represents less than 1% of average total revenues
                             of approximately $827.6 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 153 operating retail properties 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.


                  ITEM 7A.   The Company has not entered into any transactions
          QUANTITATIVE AND   using derivative commodity instruments. The
               QUALITATIVE   Company is subject to market risk associated with
               DISCLOSURES   changes in interest rates. Interest rate exposure
              ABOUT MARKET   is principally limited to the $2.1 billion of debt
                      RISK   of the Company outstanding at December 31, 2002
                             that is priced at interest rates that vary with
                             the market. However, approximately $665.8 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 is
                             required to pay on such debt to approximately
                             4.84% per annum. Therefore, a 25 basis point
                             movement in the interest rate on the remaining
                             $1.4 billion of variable rate debt would result in
                             an approximately $3.5 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 remaining variable rate
                             debt was approximately $1.1 billion at December 31,
                             2002. 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 $2.6 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 the above
                             discussions of Liquidity and Capital Resources of
                             the Company and Note 5 for additional debt
                             information.

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


                                    42 of 47
<PAGE>


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

                             The reports of PwC on the Company's financial
                             statements for the years ended December 31, 2000
                             and 1999 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 such fiscal years and the subsequent interim
                             period through March 29, 2001, there were 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. Also, during such 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 fiscal years ended December 31, 2000 and
                             1999 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 was incorporated by
                             reference into Exhibit 16 of the Company's Report
                             on Form 10-K for December 31, 2001.

                  PART III

                  ITEM 10.   The information which appears under the captions
             DIRECTORS AND   "Election of Directors", "Executive Officers" and
                 EXECUTIVE   "Section 16(a) Beneficial Ownership Reporting
           OFFICERS OF THE   Compliance" in the Company's proxy statement for
                   COMPANY   its 2003 Annual Meeting of Stockholders is
                             incorporated by reference into this Item 10.

        ITEM 11. EXECUTIVE   The information which appears under the caption
              COMPENSATION   "Executive Compensation" in the Company's proxy
                             statement for its 2003 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.



                                    43 of 47
<PAGE>



         ITEM 12. SECURITY   The information which appears under the captions
              OWNERSHIP OF   "Stock Ownership" and "Equity Compensation Plan
       CERTAIN  BENEFICIAL   Information" in the Company's proxy statement for
                OWNERS AND   its 2003 Annual Meeting of Stockholders is
                MANAGEMENT   incorporated by reference into this Item 12.


          ITEM 13. CERTAIN   The information which appears under the caption
             RELATIONSHIPS   "Certain Relationships and Related Party
               AND RELATED   Transactions" in the Company's proxy statement for
              TRANSACTIONS   its 2003 Annual Meeting of Stockholders is
                             incorporated by reference into this Item 13.

         ITEM 14. CONTROLS   Within the 90-day period prior to the filing of
            AND PROCEDURES   this report, the Company carried out an
                             evaluation, under the supervision and with the
                             participation of the Company's management,
                             including the Chief Executive Officer ("CEO") and
                             Chief Financial Officer ("CFO"), of the
                             effectiveness of the design and operation of the
                             Company's disclosure controls and procedures.
                             Based on that evaluation, the CEO and the CFO have
                             concluded that the Company's disclosure controls
                             and procedures are effective to ensure that
                             information required to be disclosed by the
                             Company in the reports it files under the
                             Securities and Exchange Act of 1934, as amended,
                             is recorded, processed, summarized and reported
                             within the time periods specified in the
                             Securities and Exchange Commission rules and
                             forms.

                             There have been no significant changes in the
                             Company's internal controls or in other factors
                             that could significantly affect internal controls
                             subsequent to the date of the evaluation referred
                             to above.

                   PART IV

        ITEM 15. EXHIBITS,   (a)  Financial Statements and Financial Statement
                 FINANCIAL        Schedules.
               STATEMENTS,
             SCHEDULES AND
                REPORTS ON
                  FORM 8-K   The consolidated financial statements and
                             schedules listed in the accompanying Index to
                             Consolidated Financial Statements and Financial
                             Statement Schedules are filed as part of this
                             Annual Report on Form 10-K.

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

                             (c)  Exhibits.

                             See Exhibit Index on page S-1



                                    44 of 47
<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 13, 2003

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 13, 2003


/s/ John Bucksbaum
------------------------------------
John Bucksbaum                                Chief Executive Officer
                                           (Principal Executive Officer)
                                                                                           March 13, 2003

/s/ Robert Michaels
------------------------------------
Robert Michaels                                Director, President                         March 13, 2003
                                           and Chief Operating Officer

/s/ Bernard Freibaum
------------------------------------
Bernard Freibaum                          Executive Vice President and Chief
                                          Financial Officer (Principal Financial           March 13, 2003
                                          and Accounting  Officer)

/s/ Anthony Downs
------------------------------------
Anthony Downs                                    Director                                  March 13, 2003


/s/ Morris Mark
------------------------------------
Morris Mark                                      Director                                  March 13, 2003


/s/ Beth Stewart
------------------------------------
Beth Stewart                                     Director                                  March 13, 2003


/s/ Alan Cohen
------------------------------------
Alan Cohen                                       Director                                  March 13, 2003

</Table>


                                    45 of 47
<PAGE>


                                 CERTIFICATIONS

I, John Bucksbaum, certify that:

1. I have reviewed this annual report on Form 10-K of General Growth Properties,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 13, 2003

                                         /S/: John Bucksbaum
                                         --------------------------------------
                                              John Bucksbaum
                                              Chief Executive Officer




                                    46 of 47
<PAGE>


I, Bernard Freibaum, certify that:

1. I have reviewed this annual report on Form 10-K of General Growth Properties,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 13, 2003

                                              /S/: Bernard Freibaum
                                              ---------------------------------
                                                   Bernard Freibaum
                                                   Executive Vice President and
                                                   Chief Financial Officer




                                    47 of 47



<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:

<Table>
<Caption>

General Growth Properties, Inc.

   Financial Statements                                                          Page(s)

<S>                                                                              <C>
   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, 2002 and 2001                   F-6

   Consolidated Statements of Operations and Comprehensive Income
      for the years ended December 31, 2002, 2001 and 2000                        F-7

   Consolidated Statements of Stockholders' Equity for the
      years ended December 31, 2002, 2001 and 2000                           F-8, F-9

   Consolidated Statements of Cash Flows for the years ended
      December 31, 2002, 2001 and 2000                                           F-10

   Notes to Consolidated Financial Statements                            F-11 to F-47


Financial Statement Schedule

   Independent Auditors' Report                                                  F-48

   Independent Auditors' Report                                                  F-49

   Schedule III - Real Estate and Accumulated Depreciation                       F-50

</Table>

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



                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
General Growth Properties, Inc.

We have audited the accompanying consolidated balance sheets of General Growth
Properties, Inc. (the "Company") as of December 31, 2002 and 2001, and the
related consolidated statements of operations and comprehensive income,
stockholders' equity and cash flows for the years 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 audits. 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 $197,737,000 and $223,517,000 in GGP/Homart, Inc.'s net
assets as of December 31, 2002 and 2001, respectively, and $23,418,000 and
$21,822,000 in GGP/Homart, Inc.'s net income, respectively, for the years then
ended are included in the accompanying consolidated financial statements. The
Company's equity of $190,597,000 and $134,453,000 in GGP/Homart II L.L.C.'s net
assets as of December 31, 2002 and 2001, respectively, and $26,421,000 and
$23,995,000 in GGP/Homart II L.L.C.'s net income, respectively, for the years
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 audits 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 audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits 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, 2002 and 2001, and the consolidated results of its operations and its cash
flows for the years 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 3, 2003









                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Stockholders
GGP/Homart, Inc:

We have audited the consolidated balance sheets of GGP/Homart, Inc. (a Delaware
Corporation) and subsidiaries (the Company) as of December 31, 2002 and 2001,
and the related consolidated statements of income and comprehensive income,
stockholders' equity and cash flows for the years then ended (not presented
separately herein). 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 audits.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GGP/Homart, Inc. and
subsidiaries at December 31, 2002 and 2001, and the results of their operations
and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

As discussed in note 2, the Company changed its method of accounting for
intangible assets in 2002 and changed its method of accounting for derivative
instruments and hedging activities in 2001.

KPMG LLP

Chicago, Illinois
January 31, 2003







                                      F-3
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


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

We have audited the consolidated balance sheets of GGP/Homart II L.L.C. (a
Delaware Limited Liability Company) and subsidiaries (the Company) as of
December 31, 2002 and 2001, and the related consolidated statements of income
and comprehensive income, members' capital and cash flows for the years then
ended (not presented separately herein). 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
audits.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the 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, 2002 and 2001, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

As discussed in note 2, the Company changed its method of accounting for
intangible assets in 2002 and changed its method of accounting for derivative
instruments and hedging activities in 2001.

KPMG LLP

Chicago, Illinois
January 31, 2003







                                      F-4
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion, the consolidated statement of operations and comprehensive
income, of stockholders' equity and of cash flows for the year ended December
31, 2000 present fairly, in all material respects, the results of operations and
cash flows of General Growth Properties, Inc. for the year 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 audit. We conducted our audit 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
audit provides 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, 2002 AND 2001
              (Dollars in thousands, except for per share amounts)



                                     ASSETS

<Table>
<Caption>

                                                                                            DECEMBER 31,
                                                                                     --------------------------
                                                                                        2002            2001
                                                                                     -----------    -----------

<S>                                                                                  <C>            <C>
Investment in real estate:
      Land                                                                           $ 1,128,990    $   649,312
      Buildings and equipment                                                          5,738,514      4,383,358
      Less accumulated depreciation                                                     (798,431)      (625,544)
      Developments in progress                                                            90,492         57,436
                                                                                     -----------    -----------
         Net property and equipment                                                    6,159,565      4,464,562
      Investment in and loans from Unconsolidated Real Estate Affiliates                 766,519        617,861
                                                                                     -----------    -----------
         Net investment in real estate                                                 6,926,084      5,082,423
Cash and cash equivalents                                                                 53,640        160,755
Marketable securities                                                                        476        155,103
Tenant accounts receivable, net                                                          126,587         93,043
Deferred expenses, net                                                                   108,694         96,656
Prepaid expenses and other assets                                                         65,341         58,827
                                                                                     -----------    -----------
                                                                                     $ 7,280,822    $ 5,646,807
                                                                                     ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage notes and other debt payable                                                $ 4,592,311    $ 3,398,207
Distributions payable                                                                     71,389         62,368
Network discontinuance reserve                                                             4,123          5,161
Accounts payable and accrued expenses                                                    233,027        104,826
                                                                                     -----------    -----------
                                                                                       4,900,850      3,570,562
Minority interests:
      Preferred Units                                                                    468,201        175,000
      Common Units                                                                       377,746        380,359
                                                                                     -----------    -----------

                                                                                         845,947        555,359
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, 2002 and 2001

Stockholders' Equity:
      Common stock: $.10 par value; 210,000,000 shares authorized;
         62,397,085 and 61,923,932 shares issued and outstanding
         as of December 31, 2002 and 2001, respectively                                    6,240          6,192
      Additional paid-in capital                                                       1,545,274      1,523,213
      Retained earnings (accumulated deficit)                                           (315,844)      (328,349)
      Notes receivable-common stock purchase                                              (7,772)       (19,890)
      Unearned compensation - restricted stock                                            (2,248)            --
      Accumulated other comprehensive income (loss)                                      (29,125)         2,220
                                                                                     -----------    -----------
         Total stockholders' equity                                                    1,196,525      1,183,386
                                                                                     -----------    -----------

                                                                                     $ 7,280,822    $ 5,646,807
                                                                                     ===========    ===========
</Table>

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







                                      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,
                                                                                          2002         2001          2000
                                                                                        ---------    ---------    ---------
Revenues:
<S>                                                                                     <C>          <C>          <C>
     Minimum rents                                                                      $ 587,245    $ 468,617    $ 439,981
     Tenant recoveries                                                                    256,252      221,850      213,502
     Overage rents                                                                         28,062       22,849       28,626
     Fees*                                                                                 88,627       77,344        7,017
     Other                                                                                 20,280       13,049        9,641
                                                                                        ---------    ---------    ---------
       Total revenues                                                                     980,466      803,709      698,767
Expenses:
     Real estate taxes                                                                     62,179       52,200       49,447
     Property operating                                                                   294,938      234,235      168,411
     Provision for doubtful accounts                                                        3,894        3,402        2,025
     General and administrative                                                             8,720        6,006        6,351
     Depreciation and amortization                                                        180,028      145,352      119,663
     Network discontinuance costs                                                              --       66,000           --
                                                                                        ---------    ---------    ---------
       Total operating expenses                                                           549,759      507,195      345,897
                                                                                        ---------    ---------    ---------
Operating income                                                                          430,707      296,514      352,870

Interest income                                                                             3,689        4,655       12,452
Interest expense                                                                         (218,935)    (214,277)    (225,101)
Income allocated to minority interests                                                    (87,003)     (40,792)     (52,380)
Equity in income of unconsolidated affiliates                                              82,118       63,566       50,063
                                                                                        ---------    ---------    ---------
Income before gain on sales, extraordinary items, and
     cumulative effect of accounting change                                               210,576      109,666      137,904
Gain on sales                                                                                  25           --           44
                                                                                        ---------    ---------    ---------
Income before extraordinary items and cumulative effect
     of accounting change                                                                 210,601      109,666      137,948
Extraordinary items                                                                        (1,343)     (14,022)          --
Cumulative effect of accounting change                                                         --       (3,334)          --
                                                                                        ---------    ---------    ---------
       Net income                                                                         209,258       92,310      137,948
Convertible Preferred Stock Dividends                                                     (24,467)     (24,467)     (24,467)
                                                                                        ---------    ---------    ---------
       Net income available to common stockholders                                      $ 184,791    $  67,843    $ 113,481
                                                                                        =========    =========    =========


Earnings before extraordinary items and
     cumulative effect of accounting change per share-basic                             $    2.99    $    1.61    $    2.18
                                                                                        =========    =========    =========
Earnings before extraordinary items and
     cumulative effect of accounting change per share-diluted                           $    2.97    $    1.61    $    2.18
                                                                                        =========    =========    =========


Earnings per share-basic                                                                $    2.97    $    1.28    $    2.18
                                                                                        =========    =========    =========
Earnings per share-diluted                                                              $    2.95    $    1.28    $    2.18
                                                                                        =========    =========    =========


Net income                                                                              $ 209,258    $  92,310    $ 137,948
Other comprehensive income:
     Net unrealized gains (losses) on financial instruments, net of minority interest     (30,774)       2,389           --
     Minimum pension liability adjustment                                                    (740)          --           --
     Equity in unrealized gains (losses) on available-for-sale                                169        1,368          177
       securities of unconsolidated affiliate, net of minority interest
                                                                                        ---------    ---------    ---------
Comprehensive income                                                                    $ 177,913    $  96,067    $ 138,125
                                                                                        =========    =========    =========
</Table>






* Including $52,646, $45,079 and $6,967, 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>
                                                                                                   UNEARNED    OTHER
                                                                                                   COMPENSA-   COMPRE-     TOTAL
                                                             ADDITIONAL     RETAINED   EMPLOYEE      TION      HENSIVE     STOCK-
                                           COMMON STOCK       PAID-IN       EARNINGS    STOCK     RESTRICTED   GAINS/      OLDERS'
                                       SHARES      AMOUNT     CAPITAL      (DEFICIT)    LOANS        STOCK    (LOSSES)     EQUITY
                                    -----------   ---------  ----------  -----------  ----------   ---------  --------   ---------

<S>                                 <C>           <C>        <C>         <C>          <C>          <C>        <C>        <C>
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)
                                     ----------   ---------  ----------  -----------  ----------   ---------  --------   ---------


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)
</Table>



-----------------

continued on next page




                                      F-8
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.

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

<Table>
<Caption>

                                                                                                   UNEARNED    OTHER
                                                                                                   COMPENSA-   COMPRE-    TOTAL
                                                             ADDITIONAL     RETAINED   EMPLOYEE      TION      HENSIVE    STOCK-
                                           COMMON STOCK       PAID-IN       EARNINGS    STOCK     RESTRICTED   GAINS/     OLDERS'
                                       SHARES      AMOUNT     CAPITAL      (DEFICIT)    LOANS        STOCK    (LOSSES)    EQUITY
                                    -----------   ---------  ----------  -----------  ----------   ---------  --------  ---------

<S>                                 <C>           <C>        <C>         <C>          <C>          <C>        <C>       <C>
  Balance, December 31, 2001         61,923,932   $   6,192  $1,523,213  $  (328,349) $  (19,890)  $      --  $  2,220  $1,183,386
                                    -----------   ---------  ----------  -----------  ----------   ---------  --------  ----------

  Net income                                                                 209,258                                       209,258
  Cash distributions declared
      ($2.74 per share)                                                     (170,614)                                     (170,614)
  Convertible Preferred Stock
      Dividends                                                              (24,467)                                      (24,467)
  Conversion of operating partnership
      units to common stock              16,246           2         634                                                        636

  Issuance of Common Stock, net
      of employee stock option loans    456,907          46      19,312                   12,118                             31,476
  Issuance costs, preferred units                                             (1,672)                                       (1,672)
  Restricted stock grant, net of
      recognized compensation
      expense                                                                                         (2,248)               (2,248)
  Other comprehensive losses                                                                                   (31,345)    (31,345)
  Adjustment for minority interest
      in operating partnership                                    2,115                                                      2,115
                                    -----------   ---------  ----------  -----------  ----------   ---------  --------  ----------

  Balance, December 31, 2002         62,397,085   $   6,240  $1,545,274  $  (315,844) $   (7,772)  $  (2,248) $(29,125) $1,196,525
                                    ===========   =========  ==========  ===========  ==========   =========  ========  ==========


  </Table>

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




                                      F-9
<PAGE>

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

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

<Table>
<Caption>


                                                                                           2002           2001           2000
                                                                                       -----------    -----------    -----------

<S>                                                                                    <C>            <C>            <C>
Cash flows from operating activities:
         Net Income                                                                    $   209,258    $    92,310    $   137,948
Adjustments to reconcile net income to net cash
  provided by operating activities:
         Minority interests                                                                 87,003         40,792         52,380
         Extraordinary items                                                                 1,343         14,022             --
         Cumulative effect of accounting change                                                 --          3,334             --
         Equity in income of unconsolidated affiliates                                     (82,118)       (63,566)       (50,063)
         Provision for doubtful accounts                                                     3,894          3,402          2,025
         Distributions received from unconsolidated affiliates                              80,177         59,403         37,523
         Depreciation                                                                      172,887        128,682        111,457
         Amortization                                                                       12,237         24,196         15,232
         Gain on sales                                                                         (25)            --            (44)
Net changes:
         Tenant accounts receivable                                                        (33,039)        15,810        (14,059)
         Prepaid expenses and other assets                                                  (5,926)          (821)         1,550
         Increase in deferred expenses                                                     (21,321)       (33,595)       (22,371)
         Network discontinuance reserve                                                     (1,038)         5,161             --
         Accounts payable and accrued expenses                                              37,163        (82,005)        15,525
                                                                                       -----------    -----------    -----------
           Net cash provided by (used in) operating activities                             460,495        207,125        287,103
                                                                                       -----------    -----------    -----------

Cash flows from investing activities:
         Acquisition/development of real estate and improvements
           and additions to properties                                                  (1,006,368)      (338,236)      (286,734)
         Network and Broadband System additions                                                 --        (47,037)            --
         Increase in investments in unconsolidated affiliates                             (165,581)       (23,229)       (91,663)
         Change in notes receivable from General Growth Management, Inc.                        --             --         (2,406)
         Distributions received from unconsolidated affiliates in excess of income          50,276        101,243         23,889
         Loans from unconsolidated affiliates, net                                           1,274         94,996             --
         Net (increase) decrease in holdings of investments in marketable securities       154,627       (155,103)            --
                                                                                       -----------    -----------    -----------
           Net cash provided by (used in) investing activities                            (965,772)      (367,366)      (356,914)
                                                                                       -----------    -----------    -----------

Cash flows from financing activities:
         Cash distributions paid to common stockholders                                   (165,942)      (117,585)      (106,103)
         Cash distributions paid to holders of Common Units                                (52,334)       (43,854)       (40,333)
         Cash distributions paid to holders of Preferred Units                             (25,014)       (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                          29,228        348,346          4,674
         Proceeds from issuance of RPUs and CPUs, net of issuance costs                     63,326             --        170,625
         Proceeds from issuance of mortgage notes and other debt payable                   792,344      2,137,667        360,301
         Principal payments on mortgage notes and other debt payable                      (218,449)    (1,983,586)      (282,301)
         Increase in deferred expenses                                                        (530)        (7,091)        (4,858)
                                                                                       -----------    -----------    -----------
           Net cash provided by (used in) financing activities                             398,162        293,767         71,447
                                                                                       -----------    -----------    -----------

Net change in cash and cash equivalents                                                   (107,115)       133,526          1,636
Cash and cash equivalents at beginning of period                                           160,755         27,229         25,593
                                                                                       -----------    -----------    -----------
Cash and cash equivalents at end of period                                             $    53,640    $   160,755    $    27,229
                                                                                       ===========    ===========    ===========

Supplemental disclosure of cash flow information:

         Interest paid                                                                 $   224,573    $   211,319    $   222,711
                                                                                       ===========    ===========    ===========
         Interest capitalized                                                          $     5,195    $    16,272    $    17,709
                                                                                       ===========    ===========    ===========

Non-cash investing and financing activities:
         Common stock issued in exchange for Operating Partnership Units               $       636    $       577    $     5,511
         Notes receivable issued for exercised stock options                                 4,243         10,441          7,149
         Assumption and conversion of long-term debt, notes and other equity
            securities in conjunction with acquisition of property                         812,293          8,207         77,657
         Operating Partnership Units and common stock issued as consideration
            for purchase of real estate                                                     41,131             --            215
         Distributions payable                                                              71,389         62,368         47,509
         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 years ended December 31, 2002 and 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.

                             General Growth has reserved for issuance up to
                             1,000,000 shares of Common Stock for issuance under
                             the Dividend Reinvestment and Stock Purchase Plan
                             ("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, 2002, an aggregate of 88,509 shares of Common
                             Stock have been issued under the DRSP.




                                      F-11
<PAGE>



                             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 rate of .6297 shares of
                             Common Stock per Depositary Share. Although no
                             Depositary Shares had been converted at December
                             31, 2002, holders of approximately 1,600 Depositary
                             Shares elected to convert to Common Stock in
                             January 2003. On or after July 15, 2003, General
                             Growth has the option to convert 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.

                             During 2002, other classes of preferred stock of
                             General Growth were created to permit the future
                             conversion of certain equity interests assumed by
                             the Company in conjunction with the JP Realty
                             acquisition (Note 3) into General Growth equity
                             interests. As the conditions to allow such a
                             conversion have not yet occurred, such additional
                             classes of preferred stock have not been presented
                             in the accompanying consolidated balance sheet for
                             December 31, 2002.

                             SHAREHOLDER RIGHTS PLAN

                             General Growth has a shareholder rights plan
                             pursuant to which one preferred share purchase
                             right (a "Right") is attached to each currently
                             outstanding or 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, 2002, it
                             owned directly or indirectly 100% of fifty-seven
                             regional shopping centers, 100% of the Victoria
                             Ward Assets (as defined in Note 3) and 100% of the
                             JP Realty Assets (as defined in Note 3)
                             (collectively, 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"), 50% of the
                             membership interests in GGP-TRS L.L.C.
                             ("GGP/Teachers"), 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-two shopping centers, GGP/Homart II owned
                             100% of ten shopping centers, GGP/Teachers owned
                             interests in five shopping centers, GGP Ivanhoe
                             owned 100% of two shopping centers, GGP Ivanhoe III
                             (through certain wholly-owned subsidiaries) owned
                             100% of eight shopping centers, and Circle T owned
                             100% of one shopping center (collectively, with
                             Quail Springs Mall and Town East Mall, the
                             "Unconsolidated Centers"). Together, the
                             Wholly-Owned Centers and the Unconsolidated Centers
                             comprise the "Company Portfolio" or the "Portfolio
                             Centers" except for the center owned and being
                             developed by Circle T which has been excluded from
                             the definition of, and the operating statistics
                             for, the Company Portfolio as it is not yet
                             operational.

                             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 "2000 RPUs") were issued
                             to an institutional investor by the LLC, which
                             yielded approximately $170,625 in net proceeds to
                             the Company which were used primarily to repay
                             unsecured debt. During April 2002, an additional
                             240,000 RPUs were issued by the LLC to an affiliate
                             of the same institutional investor (the "2002
                             RPUs") yielding net proceeds of approximately
                             $58,365 which were used for various development and
                             acquisition needs. Holders of the 2000 RPUs and
                             2002 RPUs are entitled to receive cumulative
                             preferential cash distributions per RPU 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 in cash by the LLC for the
                             liquidation preference amount plus accrued and
                             unpaid distributions and may be exchanged by the
                             holders of the RPUs for an equivalent amount of
                             redeemable preferred stock of General Growth. Such
                             preferred stock provides for an equivalent 8.95%
                             annual preferred distribution and is redeemable at
                             the option of General Growth for cash equal to the
                             liquidation preference amount plus accrued and
                             unpaid distributions. The redemption right may be
                             exercised at any time on or after May 25, 2005 with
                             respect to the 2000 RPUs and April 23, 2007 with
                             respect to the 2002 RPUs and the exchange right
                             generally may be exercised at any time on or after
                             May 25, 2010 with respect to the 2000 RPUs and
                             April 23, 2012 with respect to the 2002 RPUs. The
                             RPUs outstanding at December 31, 2002 and 2001 have
                             been reflected in the accompanying consolidated
                             financial statements as a component of minority
                             interest-Preferred Units at the then current total
                             liquidation preference amounts of $235,000 and
                             $175,000, respectively.

                                      F-13
<PAGE>

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

                             During May 2002, 20,000 8.25% cumulative preferred
                             units (the "CPUs") were issued by the LLC to an
                             independent third-party investor yielding $5,000.
                             The holders of these CPUs are entitled to receive
                             cumulative preferential cash distributions per CPU
                             at a per annum rate of 8.25% of the $250
                             liquidation preference thereof (or $5.15625 per
                             quarter), prior to any distributions by the LLC to
                             the Operating Partnership. In addition and subject
                             to certain conditions, the holders of the CPUs may,
                             on or after June 1, 2012, elect to exchange each
                             CPU for shares of Common Stock with a value as of
                             the exchange closing date equal to the $250 per
                             unit liquidation preference of such CPU plus any
                             accrued and unpaid distributions. However, after
                             receipt of such exchange election, General Growth
                             may elect to fulfill such an exchange election in
                             whole or in part in cash. The CPUs outstanding at
                             December 31, 2002 have been included in the
                             accompanying consolidated financial statements as a
                             component of minority interest-Preferred Units at
                             the then current total liquidation preference
                             amount of $5,000.

                             On July 10, 2002, in conjunction with the
                             acquisition of the JP Realty Assets (Note 2), the
                             Operating Partnership issued 1,426,393 8.5% Series
                             B Cumulative Preferred Units of limited partnership
                             interest in the Operating Partnership (the "Series
                             B Preferred Units"). The holders of these Series B
                             Preferred Units are entitled to receive cumulative
                             preferential cash distributions per Series B
                             Preferred Unit at a per annum rate of 8.50% of the
                             $50 per unit liquidation preference thereof (or
                             $1.0625 per unit per quarter), prior to any
                             distributions by the Operating Partnership to its
                             common unit holders. In addition and subject to
                             certain conditions, the holders of the Series B
                             Preferred Units may elect to exchange each Series B
                             Preferred Unit for common units of limited
                             partnership interest in the Operating Partnership
                             (which are convertible to Common Stock as discussed
                             below) with a value as of the exchange closing date
                             equal to the $50 per unit liquidation preference of
                             such Series B Preferred Units plus any accrued and
                             unpaid distributions. The Series B Preferred Units
                             outstanding at December 31, 2002 have been included
                             in the accompanying consolidated financial
                             statements as a component of minority
                             interest-Preferred Units at the then current total
                             liquidation preference amount of $71,320.

                             On November 27, 2002, in conjunction with
                             GGP/Homart II's acquisition of Glendale Galleria in
                             Glendale (Los Angeles), California, the Operating
                             Partnership issued 822,626 convertible preferred
                             Operating Partnership units (the "Series C
                             Preferred Units"). The Series C Preferred Units are
                             entitled to receive cumulative preferential cash
                             distributions per Series C Preferred Unit at a per
                             annum rate of 7% of the $50 per unit liquidation
                             preference thereof (or $0.8750 per unit per
                             quarter), prior to any distributions by the
                             Operating Partnership to its common unit holders.
                             The Series C preferred units are convertible into
                             approximately 667,000 common units of limited
                             partnership interest in the Operating Partnership,
                             based upon an initial conversion rate of .8109
                             common units per Series C Preferred Unit. The
                             Series C Preferred Units outstanding at December
                             31, 2002 have been included in the accompanying
                             consolidated financial statements as a component of
                             minority interest-Preferred Units at the then
                             current total liquidation preference amount of
                             $41,131.



                                      F-14
<PAGE>


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


                             As of December 31, 2002, 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 "PIERS 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 PIERS
                             Preferred Units prior to any distribution of cash
                             or assets to the holders of the Units. At December
                             31, 2002, 100% of the PIERS 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, 2002, are as follows:

<Table>
<Caption>

                                                                                           UNITS
                                                                                        ----------

<S>                                                                                     <C>
                             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
                                Conversion to common stock                                 (16,246)
                                                                                        ----------

                             December 31, 2002                                          19,556,247
                                                                                        ==========
</Table>


                             BUSINESS SEGMENT INFORMATION

                             The Financial Accounting Standards Board (the
                             "FASB") issued Statement No. 131, "Disclosures
                             about Segments of an Enterprise and Related
                             Information" ("Statement 131"), in June of 1997.
                             Statement 131 requires disclosure of certain
                             operating and financial data with respect to
                             separate business activities within an enterprise.
                             The 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
                             material operations are within the United States
                             and no customer or tenant comprises more than 10%
                             of consolidated revenues.



                                      F-15
<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
                ACCOUNTING   include the accounts of the Company consisting of
                  POLICIES   the fifty-seven centers, the Victoria Ward Assets,
                             the JP Realty Assets and the unconsolidated
                             investments in GGP/Homart, GGP/Homart II,
                             GGP/Teachers, 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. Included in the consolidated financial
                             statements are four joint ventures, acquired in the
                             JP Realty acquisition (Note 3), which are
                             partnerships with non-controlling independent joint
                             venture partners. Income allocated to minority
                             interests includes the share of such properties'
                             operations (computed as the respective joint
                             venture partner ownership percentage) applicable to
                             such non-controlling venture partners. 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, 2002, approximately
                             $62,294 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. Also included in
                             consolidated minimum rents in 2002 is approximately
                             $4,589 of accretion related to below-market leases
                             at properties acquired as provided by SFAS 141 and
                             142 as defined in Note 13. Overage rents are
                             recognized on an accrual basis once tenant sales
                             revenues exceed contractual tenant lease
                             thresholds. Recoveries from tenants computed as a
                             formula related to taxes, insurance and other
                             shopping center operating expenses are recognized
                             as revenues in the period the applicable costs are
                             incurred. Amounts collected from tenants to allow
                             the termination of their leases prior to their
                             scheduled termination dates, approximately $8,303,
                             $7,500 and $3,892 in 2002, 2001 and 2000,
                             respectively, have been included in minimum rents.
                             Fee income primarily represents GGMI management and
                             leasing fees in 2002 and 2001 due to the
                             consolidation of GGMI and, in 2000, 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 $7,817 and $5,523 as of December 31,
                             2002 and 2001, 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 $73,546 and $61,282
                             as of December 31, 2002 and 2001, respectively.


                                      F-16
<PAGE>

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


                             FINANCIAL INSTRUMENTS

                             Statement No. 107, "Disclosure about the Fair Value
                             of Financial Instruments", ("SFAS No. 107"), issued
                             by the FASB, requires the disclosure of the fair
                             value of the Company's financial instruments for
                             which it is practicable to estimate that value.
                             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 2002
                             and 2001 for mortgage loans with similar terms and
                             maturities, the fair value of the mortgage notes
                             and other debts payable approximates $4,880,611 and
                             carrying value at December 31, 2002 and 2001,
                             respectively. 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, 2002 and 2001 is approximately
                             $(28,292) and $3,487, respectively.

                             The Company purchased approximately $155,100 of
                             marketable securities (bearing interest at a
                             weighted average variable annual rate of 2.9% at
                             December 31, 2001 and having a weighted average
                             maturity of approximately 3.63 years). Such
                             securities were classified as available-for-sale
                             securities and were recorded at cost which
                             approximated market value at December 31, 2001.
                             Such securities, which were subsequently sold in
                             May 2002 to finance certain acquisitions (Note 3),
                             represented a portion of the commercial mortgage
                             pass-through certificates issued in December 2001
                             as more fully described in Note 5. At December 31,
                             2002, the Company holds approximately $476 of
                             common stock of certain former tenants who had
                             settled their previous obligations by transferring
                             such common stock to the Company. These equity
                             securities have been reflected at their respective
                             market values and were sold in February 2003 at
                             prices approximating such assigned values. 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 (as revised by SFAS
                             141 and SFAS 142 - Note 13) and, accordingly, the
                             results of operations are included in the Company's
                             results of operations from the respective dates of
                             acquisition. The Company has used estimates of
                             future cash flows and other valuation techniques to
                             allocate the purchase price of acquired property
                             between land, buildings and improvements, equipment
                             and other identifiable debit and credit intangibles
                             such as lease origination costs and acquired
                             below-market leases, respectively. The Company has
                             included at December 31, 2002 net unamortized lease
                             origination costs of approximately $28,434 in
                             buildings and improvements and the net deferred
                             credit related to acquired below-market leases of
                             approximately $47,867 in accounts payable and
                             accrued expenses. These identifiable debit and
                             credit intangibles are amortized over the terms of
                             the acquired leases. 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.


                                      F-17
<PAGE>

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

                             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:

<Table>
<Caption>

                                                                                  YEARS
                                                                                  -----

<S>                                                                              <C>
                                Buildings and improvements                         40
                                Equipment and fixtures                             10
</Table>

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

                             INVESTMENTS IN UNCONSOLIDATED AFFILIATES

                             The Company accounts for its investments in
                             unconsolidated affiliates using the equity method
                             whereby the cost of an investment is adjusted for
                             the Company's share of equity in net income or loss
                             from the date of acquisition and reduced by
                             distributions received. Generally, the operating
                             agreements with respect to these unconsolidated
                             affiliates (Note 4) provide that elements of
                             assets, liabilities and funding obligations are
                             shared in accordance with the Company's ownership
                             percentages (50% or 51% depending on the
                             affiliate). In addition, 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. 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 $126,054 and $130,752 at
                             December 31, 2002 and 2001, 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 $102,053 and $94,996 at
                             December 31, 2002 and 2001, respectively) have been
                             included in the balance of the Company's
                             investments in Unconsolidated Affiliates.



                                      F-18
<PAGE>

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


                             INCOME TAXES

                             General Growth elected to be taxed as a real estate
                             investment ("REIT") trust under sections 856-860 of
                             the Internal Revenue Code of 1986 (the "Code"),
                             commencing with its taxable year beginning January
                             1, 1993. To qualify as a REIT, General Growth must
                             meet a number of organizational and operational
                             requirements, including requirements to distribute
                             at least 90% of its ordinary taxable income and to
                             distribute to stockholders or pay tax on 100% of
                             capital gains and to meet certain asset and income
                             tests. It is management's current intention to
                             adhere to these requirements. As a REIT, General
                             Growth will generally not be subject to corporate
                             level Federal income tax on taxable income it
                             distributes currently to its stockholders. If
                             General Growth fails to qualify as a REIT in any
                             taxable year, it will be subject to Federal income
                             taxes at regular corporate rates (including any
                             applicable alternative minimum tax) and may not be
                             able to qualify as a REIT for four subsequent
                             taxable years. Accordingly, the consolidated
                             statements of operations do not reflect a provision
                             for income taxes. Even if the Company qualifies for
                             taxation as a REIT, General Growth may be subject
                             to certain state and local taxes on its income or
                             property, and to Federal income and excise taxes on
                             its undistributed taxable income. However, such
                             state and local income and other taxes have not
                             been and are not expected to be significant.

                             Earnings and profits, which determine the
                             taxability of dividends to stockholders, differ
                             from net income reported for financial reporting
                             purposes due to differences for Federal income tax
                             reporting purposes in, among other things,
                             estimated useful lives, depreciable basis of
                             properties and permanent and timing differences on
                             the inclusion of deductability of elements of
                             income and expense for such purposes.

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

<Table>
<Caption>

                                                                         YEAR ENDED DECEMBER 31,
                                                                    2002         2001          2000
                                                                   -----        ------       ------

<S>                                                                <C>           <C>          <C>
                                           Ordinary Income          79.8%         76.0%        92.2%
                                           Capital Gain              0.4%           --%          --%
                                           Return of Capital        19.8%         24.0%         7.8%
                                                                   -----        ------       ------
                                                                   100.0%        100.0%       100.0%
                                                                   =====        ======       ======
</Table>

                             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 in the amount of $2,696,
                             $0 and $1,002 for 2002, 2001 and 2000,
                             respectively. The net deferred tax asset
                             (liability), net of a valuation allowance of
                             $11,649 at December 31, 2002, was approximately
                             $5,133 which was primarily comprised of net
                             operating loss carryforwards which are currently
                             scheduled to expire in subsequent years through
                             2021. At December 31, 2002, the Company concluded
                             that it was more likely than not that this net
                             deferred tax asset will be realized in future
                             periods.




                                      F-19


<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 62,181,283
                             for 2002, 52,844,821 for 2001 and 52,058,320 for
                             2000. Diluted per share amounts are based on the
                             total number of weighted average common shares and
                             dilutive securities outstanding of 70,851,003 for
                             2002, 52,906,549 for 2001 and 52,096,331 for 2000.
                             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 and 2000 and
                             therefore has been excluded. In addition, 384,375,
                             737,693, and 1,115,516 options respectively,
                             outstanding for such years 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,
                                                                           2002                    2001           2000
                                                                ---------------------------      ---------      ---------
                                                                                                  Basic +        Basic +
                                                                  Basic            Diluted        Diluted        Diluted
                                                                ---------         ---------      ---------      ---------
<S>                                                             <C>               <C>            <C>            <C>
Numerators:
Income before extraordinary items
     and cumulative effect of accounting change                 $ 210,601         $ 210,601      $ 109,666      $ 137,948
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 diluted EPS               186,134           210,601         85,199        113,481
Extraordinary items                                                (1,343)           (1,343)       (14,022)            --
Cumulative effect of accounting change                                 --                --         (3,334)            --
                                                                ---------         ---------      ---------      ---------
Net income available to common
     stockholders  - for basic and diluted EPS                  $ 184,791         $ 209,258      $  67,843      $ 113,481
                                                                =========         =========      =========      =========

Denominators:
Weighted average common shares
     outstanding (in thousands) - for basic EPS                    62,181            62,181         52,845         52,058
                                                                =========
Effect of dilutive securities - options (and PIERS in 2002)                           8,670             62             38
                                                                                  ---------      ---------      ---------
Weighted average common shares
       outstanding (in thousands) - for diluted EPS                                  70,851         52,907         52,096
                                                                                  =========      =========      =========
</Table>


(*)  In 2002, the effect of the issuance of the PIERS is dilutive and,
     therefore, no adjustment of net income is made as the PIERS
     dilution is reflected in denominator of the diluted EPS calculation.


                             MCCRELESS MALL
                             On January 21, 2003, the Company entered into a
                             contract for the sale of McCreless Mall in San
                             Antonio, Texas. The contract provides for the sale
                             to occur no later than March 31, 2003 for aggregate
                             consideration of $15,000 (to be paid in cash at
                             closing). The sale, as subsequently approved by
                             General Growth's Board of Directors, is subject to
                             customary closing conditions and, therefore, there
                             can be no assurance that this transaction will be
                             completed on these or any other terms. The Company
                             has reclassified the McCreless Mall to
                             property-held-for-sale as of January 21, 2003 and
                             operations of the property will subsequently be
                             reported as discontinued operations until the sale
                             date.


                                      F-20
<PAGE>


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


                             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-Common Units in the accompanying
                             consolidated balance sheets to account for the
                             change in the ownership of the underlying equity in
                             the Operating Partnership.

                             COMPREHENSIVE INCOME
                             Statement of Financial Accounting Standards No.
                             130, "Reporting Comprehensive Income", requires
                             that the Company disclose comprehensive income in
                             addition to net income. Comprehensive income is a
                             more inclusive financial reporting methodology that
                             encompasses net income and all other changes in
                             equity except those resulting from investments by
                             and distributions to equity holders.

                             Included in comprehensive income but not net income
                             is unrealized holding gains or losses on marketable
                             securities classified as available-for-sale and
                             unrealized gains or losses on financial instruments
                             designated as cash flow hedges (Note 13). Also
                             included in comprehensive loss of 2002 is
                             approximately $740 representing the 2002 change in
                             the fair value of plan assets relating to a frozen
                             pension plan of Victoria Ward assumed by the
                             Company upon acquisition (Note 3). 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. 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 realized. For the
                             year ended December 31, 2002, there were no
                             unrealized losses as the remaining stock was sold
                             in March 2002 and the remaining cumulative
                             unrealized losses pertaining to such stock holdings
                             were realized.

                             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, initial
                             valuations and related amortization periods of
                             deferred costs and intangibles, particularly with
                             respect to property acquisitions. Actual results
                             could differ from those estimates.

                             RECLASSIFICATIONS
                             Certain amounts in the 2001 and 2000 consolidated
                             financial statements have been reclassified to
                             conform to the current year presentation.


                                      F-21
<PAGE>


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


                     NOTE 3  WHOLLY-OWNED PROPERTIES
                   PROPERTY
           ACQUISITIONS AND
               DEVELOPMENTS
                             2002
                             On May 28, 2002, the Company acquired the stock of
                             Victoria Ward, Limited, a privately held real
                             estate corporation ("Victoria Ward"). The total
                             acquisition price was approximately $250,000,
                             including the assumption of approximately $50,000
                             of existing debt, substantially all of which was
                             repaid immediately following the closing. The
                             $250,000 total cash requirement was funded from the
                             proceeds of the sale of the Company's investment in
                             marketable securities (related to the GGP MPTC
                             financing (Note 5)) and from available cash and
                             cash equivalents. The principal Victoria Ward
                             assets include 65 fee simple acres in Kakaako,
                             central Honolulu, Hawaii, currently improved with,
                             among other uses, an entertainment, shopping and
                             dining district which includes Ward Entertainment
                             Center, Ward Warehouse, Ward Village and Village
                             Shops. In total, Victoria Ward currently has 17
                             properties subject to ground leases and 29 owned
                             buildings containing in the aggregate approximately
                             878,000 square feet of retail space, as well as
                             approximately 441,000 square feet of office,
                             commercial and industrial leaseable area
                             (collectively, the "Victoria Ward Assets").

                             On July 10, 2002, the Company acquired JP Realty,
                             Inc. ("JP Realty"), a publicly- held real estate
                             investment trust, and its operating partnership
                             subsidiary, Price Development Company, Limited
                             Partnership ("PDC"), by merging JP Realty and PDC
                             with wholly-owned subsidiaries of the Company, with
                             PDC surviving the merger and all of its
                             subsidiaries remaining in existence. The total
                             acquisition price was approximately $1,100,000
                             which included the assumption of approximately
                             $460,000 in existing debt and approximately
                             $116,000 of existing cumulative preferred operating
                             partnership units in PDC (510,000 Series A 8.75%
                             units redeemable in April 2004, 3,800,000 Series B
                             8.95% units redeemable in July 2004 and 320,000
                             Series C 8.75% units redeemable in May 2005) which
                             has been included in minority interest-Preferred
                             Units in the accompanying consolidated financial
                             statements. Each unit of each series of the
                             cumulative redeemable preferred units in PDC has a
                             liquidation value of $25 per unit and is
                             convertible at the option of the preferred unit
                             holder in 2009 (2010 for the Series C Units) into
                             0.025 shares of a newly created series of General
                             Growth preferred stock ($1,000 per share base
                             liquidation preference) with payment and
                             liquidation rights comparable to such preferred
                             unit. Pursuant to the terms of the merger
                             agreement, the outstanding shares of JP Realty
                             common stock were converted into $26.10 per share
                             of cash (approximately $431,470). Holders of common
                             units of limited partnership interest in PDC were
                             entitled to receive $26.10 per unit in cash or, at
                             the election of the holder, .522 8.5% Series B
                             Preferred Units (Note 1) per unit. Based upon the
                             elections of such holders, 1,426,393 Series B
                             Preferred Units were issued and the holders of the
                             remaining common units of limited partnership
                             interest of PDC received approximately $23,600 in
                             cash. JP Realty owned or had an interest in 51
                             properties, including 18 enclosed regional mall
                             centers (two of which were owned through
                             controlling general partnership interests), 26
                             anchored community centers (two of which were owned
                             through controlling general partnership interests),
                             one free-standing retail property and 6 mixed-use
                             commercial/business properties, containing an
                             aggregate of over 15,200,000 square feet of GLA in
                             10 western states (collectively, the "JP Realty
                             Assets"). The cash portion of the acquisition price
                             was funded from the net proceeds of certain new
                             mortgage loans, a new $350,000 acquisition loan
                             (Note 5), and available cash and cash equivalents.


                                      F-22
<PAGE>


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


                             On August 5, 2002, the Operating Partnership
                             acquired from GGP/Homart, the Prince Kuhio Plaza in
                             Hilo, Hawaii for approximately $39,000. Prince
                             Kuhio Plaza, which contains approximately 504,000
                             square feet of GLA, was acquired by the assumption
                             by the Operating Partnership of the allocated share
                             of the GGP MPTC financing (Note 5) pertaining to
                             Prince Kuhio Plaza (approximately $24,000) and the
                             payment to GGP/Homart of $7,500 in cash and $7,500
                             in the form of a promissory note. Immediately
                             following the acquisition, GGP/Homart issued a
                             dividend of $15,000 to its two co-investors, paid
                             in the form of $7,500 in cash to NYSCRF and the
                             $7,500 promissory note to the Operating
                             Partnership. Upon receipt of the promissory note as
                             a dividend, the Operating Partnership caused the
                             promissory note to GGP/Homart to be cancelled.

                             On August 26, 2002, concurrent with the formation
                             of GGP/Teachers (Note 4), the Company, through
                             GGP/Teachers, acquired Galleria at Tyler in
                             Riverside, California, Kenwood Towne Centre in
                             Cincinnati, Ohio and Silver City Galleria in
                             Taunton, Massachusetts from an institutional
                             investor for an aggregate purchase price of
                             approximately $477,000. Two existing non-recourse
                             loans on Silver City Galleria, aggregating a total
                             of $75,000 and bearing interest at a rate per annum
                             of 7.41%, were assumed and three new non-recourse
                             mortgage loans totaling approximately $337,000 were
                             obtained. The new loans bear interest at a weighted
                             average rate per annum of LIBOR (1.38% at December
                             31, 2002) plus 76 basis points.

                             On September 13, 2002, the Company acquired
                             Pecanland Mall, an enclosed regional mall in
                             Monroe, Louisiana, for approximately $72,000. The
                             acquisition was funded by approximately $22,000 of
                             cash on hand and the assumption of a $50,000
                             existing non-recourse loan that bears interest at a
                             rate per annum equal to the sum of 3.0% plus the
                             greater of (i) LIBOR or (ii) 3.5%. The loan is
                             scheduled to mature in January of 2005 (subject to
                             a right to extend for one additional year).

                             On December 4, 2002, the Company acquired Southland
                             Mall, an enclosed regional mall in Hayward,
                             California. The aggregate consideration paid was
                             approximately $89,000. The purchase was financed
                             with approximately $24,000 of cash on hand and a
                             new 5-year (assuming all options to extend are
                             exercised) $65,000 mortgage loan that bears
                             interest at LIBOR plus 75 basis points.

                             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.


                                      F-23
<PAGE>

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


                             2000
                             On March 15, 2000, St. Cloud Mall L.L.C. acquired
                             the Crossroads Center in St. Cloud (Minneapolis),
                             Minnesota. St. Cloud L.L.C. had previously held a
                             $31,000 second mortgage on the property and,
                             pursuant to a purchase option, acquired the
                             property for a purchase price of approximately
                             $2,000 plus the assumption of the first mortgage on
                             the property (approximately $46,600) and the
                             balance of the second mortgage.

                             DEVELOPMENTS
                             The Company has an ongoing program of renovations
                             and expansions at its properties including
                             significant projects currently under construction
                             or recently completed at Alderwood Mall in Lynnwood
                             (Seattle), Washington; Altamonte Mall in Altamonte
                             Springs Florida; Tucson Mall in Tucson, Arizona;
                             and Fallbrook Mall in West Hills (Los Angeles),
                             California.

                             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, 2002, the Company had
                             invested approximately $17,368 in the joint
                             venture. The Company is currently obligated to fund
                             additional pre-development costs of approximately
                             $699. 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 with up to six anchor
                             stores, an ice rink and a multi-screen theater. The
                             construction project is currently anticipated to be
                             completed in 2005.

                             On September 23, 2002, the Company commenced
                             construction of the Jordan Creek Town Center on a
                             200 acre site in West Des Moines, Iowa. As of
                             December 31, 2002, the Company had invested
                             approximately $30,431 in the project, including
                             land costs. Actual development costs are estimated
                             to be approximately $199,000, which are anticipated
                             to be funded primarily from a construction loan
                             expected to be obtained and from current and
                             to-be-arranged unsecured revolving credit
                             facilities. At completion, currently scheduled for
                             August 2004, the regional mall is planned to
                             contain up to two million square feet of tenant
                             space with up to three anchor stores, a hotel and
                             an amphitheater.

                             The Company also owns and/or is investigating
                             certain other potential development sites
                             (representing a net investment of approximately
                             $20,156), including sites in Toledo, Ohio and South
                             Sacramento, California but there can be no
                             assurance that development of these sites will
                             proceed.

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


                                      F-24
<PAGE>

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


                             During 2002, as further described in Note 3,
                             GGP/Homart sold its interest in Prince Kuhio Plaza
                             to the Company for approximately $39,000. In
                             addition, GGP/Homart acquired on December 19, 2002,
                             for a purchase price of approximately $50,000, the
                             50% interest that it did not own in The Woodlands
                             Mall in Houston, Texas from The Woodlands
                             Commercial Property Company, LP. An additional
                             $50,000 mortgage loan bearing interest at a rate
                             per annum of LIBOR plus 250 basis points was placed
                             at the property on December 31, 2002 which is
                             scheduled to mature in December 2006.

                             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. 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.

                             At the time of its formation, GGP/Homart II owned
                             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 these seven
                             malls were contributed subject to existing
                             financing ("Retained Debt") in order to balance the
                             net equity values of the malls contributed by each
                             of the venture partners. Such contribution
                             arrangements between the Company and NYSCRF have
                             the effect of the Company having an additional
                             contingent obligation to fund any shortfalls
                             GGP/Homart II may incur if the non-recourse debt
                             (approximately $167,000 at December 31, 2002)
                             related to Natick Mall is not funded by proceeds
                             from any subsequent sales or refinancing of Natick
                             Mall.

                             Subsequent to its formation, GGP/Homart II made
                             three additional acquisitions. Specifically, 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 Stonebriar Center.
                             Glendale Galleria was acquired by GGP/Homart II on
                             November 27, 2002, for approximately $415,000. A
                             portion of the purchase price was paid by the
                             Operating Partnership's issuance of 822,626
                             convertible preferred Operating Partnership units
                             having a liquidation preference of approximately
                             $41,100 (Note 1). In addition, on December 30,
                             2002, GGP/Homart II acquired First Colony Mall, an
                             enclosed regional mall in Sugar Land, Texas for
                             approximately $105,000. The acquisition was funded
                             by cash on hand and a new $67,000 mortgage loan
                             bearing interest at a rate per annum of LIBOR plus
                             80 basis points with a scheduled maturity of
                             January 2006.


                                      F-25
<PAGE>

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


                             GGP/TEACHERS
                             On August 26, 2002, the Company formed
                             GGP/Teachers, a new joint venture owned 50% by the
                             Company and 50% by Teachers' Retirement System of
                             the State of Illinois ("Illinois Teachers"). Upon
                             formation of GGP/Teachers, Clackamas Town Center in
                             Portland, Oregon, which was 100% owned by Illinois
                             Teachers, was contributed to GGP/Teachers. In
                             addition, concurrent with its formation,
                             GGP/Teachers acquired Galleria at Tyler in
                             Riverside, California, Kenwood Towne Centre in
                             Cincinnati, Ohio, and Silver City Galleria in
                             Taunton, Massachusetts, as described in Note 3. The
                             Company's share (approximately $112,000) of the
                             equity of GGP/Teachers was funded by a portion of
                             new unsecured loans that total $150,000 (see Note
                             5) and bear interest at LIBOR plus 100 basis
                             points. According to the operating agreement
                             between the venture partners, the Company and
                             Illinois Teachers generally share in the profits
                             and losses, cash flows and other matters relating
                             to GGP/Teachers in accordance with their respective
                             50% ownership percentages. Also pursuant to the
                             operating agreement, and in exchange for a reduced
                             initial cash contribution by the Company,
                             approximately $19,488 of debt related to the
                             properties was deemed to be Retained Debt and
                             therefore, solely attributable to the Company. The
                             Company would be obligated to fund any shortfalls
                             of any subsequent sale or refinancing proceeds of
                             the properties against their respective loan
                             balances to the extent of such Retained Debt.

                             In addition, on December 19, 2002, Florence Mall in
                             Florence, Kentucky was acquired by GGP/Teachers for
                             a purchase price of approximately $97,000 including
                             a new, two-year $60,000 mortgage loan that bears
                             interest at a rate per annum of LIBOR plus 89 basis
                             points and matures in January 2008 (assuming an
                             exercise of both extension options).

                             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 properties
                             acquired include: Landmark Mall in Alexandria,
                             Virginia; Mayfair Mall and adjacent office
                             buildings in Wauwatosa (Milwaukee), Wisconsin;
                             Meadows Mall in Las Vegas, Nevada; Northgate Mall
                             in Chattanooga, Tennessee; Oglethorpe Mall in
                             Savannah, Georgia; and Park City Center in
                             Lancaster, Pennsylvania. Effective as of September
                             28, 1999, GGP Ivanhoe III acquired Oak View Mall in
                             Omaha, Nebraska and on December 22, 1999, Eastridge
                             Shopping Center in San Jose, California.

                             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 $90,790 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. The
                             swap agreement qualifies as a cash flow hedge for
                             the Operating Partnership and a fair value hedge
                             for GGP Ivanhoe III.


                                      F-26
<PAGE>


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


                             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. The stockholder's agreement further
                             provides that any stockholder wishing to sell its
                             stock to a third party must offer the stock to the
                             other stockholder and, after the fifth anniversary
                             of the stockholder agreement (July 30, 2003), each
                             stockholder has the right to offer to sell its
                             stock to the other stockholder. 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. As certain major
                             decisions concerning GGP Ivanhoe must be made
                             jointly by the Company and Ivanhoe, the Company is
                             accounting for GGP Ivanhoe using the equity method.

                             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.

                             CIRCLE T
                             At December 31, 2002, 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 2005. 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,
                             2002, the Company has made contributions of
                             approximately $17,368 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.

                             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 and December
                             31, 2002.


                                      F-27
<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, 2002 and 2001 and for the years ended
December 31, 2002, 2001 and 2000.

<Table>
<Caption>
                             CONDENSED BALANCE SHEETS
                                                                                      DECEMBER 31, 2002
                                                                                                           ALL OTHER
                                                                                                          REAL ESTATE
                                                                           GGP/HOMART   GGP/HOMART II     AFFILIATES
                                                                           ----------   -------------     -----------
<S>                                                                        <C>          <C>               <C>
                             Assets:
                             Net investment in real estate*                $1,541,042     $1,950,308      $ 1,993,985
                             Investment in real estate joint ventures          12,520             --               --
                             Other assets                                     154,166        180,805          130,052
                                                                           ----------     ----------      -----------
                                                                           $1,707,728     $2,131,113      $ 2,124,037
                                                                           ==========     ==========      ===========

                             Liabilities and Owners' Equity:
                             Mortgage and other notes payable              $1,323,040     $1,469,137      $ 1,281,848
                             Accounts payable and accrued expenses             80,497         81,896          127,142
                             Owners' equity                                   304,191        580,080          715,047
                                                                           ----------     ----------      -----------
                                                                           $1,707,728     $2,131,113      $ 2,124,037
                                                                           ==========     ==========      ===========
</Table>

<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     $1,411,629      $ 1,207,265
                             Investment in real estate joint ventures          25,604             --               --
                             Other assets                                     117,198         93,904           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
                                                                           ==========     ==========      ===========
</Table>


 (*) At December 31, 2002 and 2001, the net investment in real estate includes
approximately $28,563 and $27,400, respectively, of assets of the Circle T joint
venture which are currently categorized as developments in progress.


                                      F-28
<PAGE>

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


<Table>
<Caption>
                             CONDENSED STATEMENTS OF OPERATIONS

                                                                                      DECEMBER 31, 2002
                                                                                                           ALL OTHER
                                                                                                          REAL ESTATE
                                                                           GGP/HOMART   GGP/HOMART II     AFFILIATES
                                                                           ----------   -------------     -----------
<S>                                                                        <C>          <C>               <C>
                             Revenues:
                             Tenant rents                                  $  286,494    $  210,171       $   256,918
                             Operating expenses (*)                           169,981       115,152           146,672
                                                                           ----------    ----------       -----------
                             Operating income                                 116,513        95,019           110,246

                             Interest expense, net                            (62,424)      (38,583)          (44,864)
                             Equity in net income of unconsolidated
                              real estate affiliates                            4,938            --                --
                             Gain on property sales                               921             9                --
                                                                           ----------    ----------       -----------
                             Net income                                    $   59,948    $   56,445       $    65,382
                                                                           ==========    ==========       ===========
</Table>

<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 (*)                           161,547       105,156           119,946
                                                                           ----------    ----------       -----------
                             Operating income                                 118,446        84,124            85,607

                             Interest expense, net                            (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                                    $   46,325    $   39,251       $    35,815
                                                                           ==========    ==========       ===========
</Table>

<Table>
<Caption>
                             Revenues:
                                                                                      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 (*)                           143,862        80,339           117,266
                                                                           ----------    ----------       -----------
                             Operating income                                 109,486        66,391            82,443

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


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

                             (*) Includes depreciation and amortization.


                                      F-29
<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 debt payable have various
            NOTES AND OTHER  maturities through 2095 (weighted average scheduled
               DEBT PAYABLE  remaining term equal to 4.7 years at December 31,
                             2002) and consisted of the following:

<Table>
<Caption>
                                           December 31, 2002     December 31, 2001
                                           -----------------     -----------------
<S>                                        <C>                   <C>
Fixed-Rate debt:
      Mortgage notes payable               $       2,523,701     $       2,239,511
Variable-Rate debt:
      Mortgage notes payable                       1,472,310               951,696
      Credit Facilities and bank loans               596,300               207,000
                                           -----------------     -----------------

      Total Variable-Rate debt                     2,068,610             1,158,696
                                           -----------------     -----------------

      Total                                $       4,592,311     $       3,398,207
                                           =================     =================
</Table>

                             Land, buildings and equipment related to the
                             mortgage notes payable with an aggregate cost of
                             approximately $6,343,793 at December 31, 2002 have
                             been pledged as collateral. Certain properties,
                             including those within the portfolios
                             collateralized by commercial mortgage-backed
                             securities, are subject to financial performance
                             covenants, primarily debt service coverage ratios.

                             FIXED RATE DEBT
                             MORTGAGE NOTES AND OTHER DEBT PAYABLE
                             Mortgage notes and other debt payable consist
                             primarily of fixed rate non-recourse notes
                             collateralized by individual or groups of
                             properties or equipment. Also included in mortgage
                             notes and other debt payable are $100,000 of
                             ten-year senior unsecured notes, bearing interest
                             at a fixed rate of 7.29% per annum, which were
                             issued by PDC in March 1998 and were assumed by the
                             Company in conjunction with the acquisition of JP
                             Realty (Note 2). Interest payments on these notes
                             are due semi-annually on March 11 and September 11
                             of each year and principal payments of $25,000 are
                             due annually beginning March 2005. The fixed rate
                             notes bear interest ranging from 1.81% to 10.00%
                             per annum (weighted average of 6.42% per annum),
                             and require monthly payments of principal and/or
                             interest. Certain properties are pledged as
                             collateral for the related mortgage notes.
                             Substantially all of the mortgage notes payable as
                             of December 31, 2002 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.


                                      F-30
<PAGE>

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


                             VARIABLE RATE DEBT
                             MORTGAGE NOTES AND OTHER DEBT PAYABLE
                             Variable rate mortgage notes and other debt payable
                             at December 31, 2002 consist primarily of
                             approximately $852,691 of collateralized
                             mortgage-backed securities (approximately $665,790
                             of which are currently subject to fixed rate
                             interest swap agreements as described below and in
                             Note 13), the $275,000 outstanding on the loan
                             obtained in conjunction with the JP Realty
                             acquisition, the $172,500 outstanding on the
                             Company's Term Loan, the approximately $130,000 of
                             revolving credit of PDC, the approximately $91,000
                             of construction loans assumed in the JP Realty
                             acquisition, and the $150,000 in bank loans
                             obtained in September 2002, all as described below.
                             The remaining variable rate loans are individual
                             notes collateralized by individual properties and
                             equipment. The loans bear interest at a rate per
                             annum equal to LIBOR plus 60 to 250 basis points.

                             COMMERCIAL MORTGAGE-BACKED SECURITIES
                             In August 1999, the Company issued $500,000 of
                             commercial mortgage-backed securities (the "Ala
                             Moana CMBS") collateralized by the Ala Moana
                             Center. 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.


                                      F-31
<PAGE>

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


                             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.

                             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 were comprised of
                             approximately $16,596 by GGP/Homart and $78,400 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.


                                      F-32
<PAGE>


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


                             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 $90,790 is with GGP Ivanhoe
                             III to provide Ivanhoe with only variable rate debt
                             (see Note 4). The notional 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.

                             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.

                             In conjunction with the acquisition of JP Realty,
                             an existing $200,000 unsecured credit facility (the
                             "PDC Credit Facility") with a balance of
                             approximately $120,000 was assumed. The PDC Credit
                             Facility has a principal balance of $130,000 at
                             December 31, 2002, a scheduled maturity of July
                             2003 and bears interest at the option of the
                             Company at (i) the higher of the federal funds rate
                             plus 50 basis points or the prime rate of Bank One,
                             NA, or (ii) LIBOR plus a spread of 85 to 145 basis
                             points. The LIBOR spread is determined by PDC's
                             credit rating. The PDC Credit Facility, which is
                             expected to be repaid or extended in conjunction
                             with the new credit facility to be obtained as
                             discussed below, contains restrictive covenants,
                             including limitations on the amount of outstanding
                             secured and unsecured debt, and requires PDC to
                             maintain certain financial ratios.


                                      F-33
<PAGE>

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


                             In March 2003, the Company reached a preliminary
                             agreement with a group of banks to establish a new
                             revolving credit facility and term loan. The total
                             amount to be financed is expected to be
                             approximately $700,000, have a term of three years
                             and provide for partial amortization of a portion
                             of the principal balance of the term loan in the
                             second and third years. The proceeds are
                             anticipated to be used to repay and consolidate
                             existing financing including amounts due on the PDC
                             Credit Facility, the Term Loan, the JP Realty
                             acquisition loan, and to Unconsolidated Real Estate
                             Affiliates.

                             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. 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,
                             which is expected to be repaid or extended at or
                             prior to its scheduled maturity of July 31, 2003 by
                             the new credit facility discussed above, bears
                             interest at a rate per annum of LIBOR plus 100 to
                             170 basis points depending on the Company's average
                             leverage ratio.

                             In July 2002, in conjunction with the JP Realty
                             acquisition, the Company obtained a new $350,000
                             loan from a group of banks. The loan, with an
                             outstanding principal balance of $275,000 at
                             December 31, 2002, bears interest at a rate (as
                             elected by the borrower) per annum equal to LIBOR
                             plus 150 basis points and matures on July 9, 2003.
                             The loan, which is expected to be extended or
                             refinanced by the new credit facility discussed
                             above, provides for periodic partial amortization
                             of principal prior to the maturity of the loan
                             (aggregating not less than $60,000 paid prior to
                             the maturity date) and for additional prepayments
                             that may be required under certain circumstances
                             including the refinancing of certain indebtedness.

                             During August 2002, the Company, through Victoria
                             Ward, arranged for an aggregate of $150,000 in
                             loans from two separate groups of banks. On August
                             23, 2002, the Company borrowed an initial $80,000
                             and, on September 19, 2002, the Company borrowed an
                             additional $70,000. The two-year loans provide for
                             quarterly partial amortization of principal, bear
                             interest at a rate (as elected by the borrower) per
                             annum of LIBOR plus 100 basis points, and require
                             the remaining balance to be paid at maturity
                             (unless extended, under certain conditions, for an
                             additional six months).


                                      F-34
<PAGE>


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


                             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.

                             In connection with the acquisition of JP Realty,
                             the Company assumed a $47,340 construction loan of
                             Spokane Mall Development Company Limited
                             Partnership, and a $50,000 construction loan of
                             Provo Mall Development Company, Ltd., for both of
                             which PDC is the general partner. The loans, which
                             bore interest at a rate per annum of LIBOR plus 150
                             basis points, were scheduled to mature in July 2003
                             but were replaced in February 2003 with a new
                             long-term non-recourse mortgage loan. The new loan,
                             allocated $53,000 to the Provo Mall and $42,000 to
                             the Spokane Mall, is collateralized by the two
                             malls, bears interest at a rate per annum of 4.42%
                             and matures in February 2008.

                             LETTERS OF CREDIT
                             As of December 31, 2002 and 2001, the Company had
                             outstanding letters of credit of $12,104 and
                             $13,200, respectively, primarily in connection with
                             special real estate assessments and insurance
                             requirements.

                     NOTE 6  The extraordinary items resulted from prepayment
              EXTRAORDINARY  penalties and unamortized deferred financing costs
                      ITEMS  related to the early extinguishment, primarily
                             through refinancings, of mortgage notes payable. In
                             2002, the basic and diluted per share impact of the
                             extraordinary items was $0.02. The basic and the
                             diluted per share impact of the extraordinary items
                             in 2001 was $0.27.

             NOTE 7 RENTALS  The Company receives rental income from the leasing
            UNDER OPERATING  of retail shopping center space  under operating
                     LEASES  leases. The minimum future rentals based on
                             operating leases of Wholly-Owned Centers held as of
                             December 31, 2002 are as follows:


<Table>
<Caption>
                                   YEAR              AMOUNT
                                   ----            ----------
<S>                                                <C>
                                   2003            $  533,937
                                   2004               500,033
                                   2005               448,899
                                   2006               392,742
                                   2007               345,949
                                   Subsequent       1,315,697
</Table>


                             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-35
<PAGE>


                     NOTE 8  GGMI
               TRANSACTIONS  In 2000, GGMI had been contracted to provide
            WITH AFFILIATES  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:


<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                                       2000
                                                                     --------
<S>                                                           <C>
                                Management and Leasing Fees          $ 22,834
                                Cost Reimbursements                    55,937
                                Development Costs                       8,833
</Table>

                             On January 1, 2001, in connection with the
                             acquisition of the common stock of GGMI, the
                             Company and GGMI agreed to concurrently terminate
                             the management contracts with respect to the
                             Wholly-Owned Centers. 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 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. In early 2002,
                             additional advances of $4,243 were made to officers
                             in connection with the exercise of options to
                             acquire approximately 135,000 shares of Common
                             Stock.

                             As of April 30, 2002, the Company's Board of
                             Directors decided to terminate the availability of
                             loans to officers to exercise options on the Common
                             Stock. In conjunction with this decision, the
                             Company and the officers restructured the terms of
                             the promissory notes, including the approximately
                             $2,823 previously advanced in the form of income
                             tax withholding payments made by the Company on
                             behalf of such officers. Each of the officers
                             repaid no less than 60% of the principal and 100%
                             of the interest due under such officer's note as of
                             April 30, 2002 and the remaining amounts,
                             approximately $10,141 as of April 30, 2002, were
                             represented by amended and restated promissory
                             notes. These amended and restated, fully recourse
                             notes are payable in monthly installments of
                             principal and interest (at a market rate which
                             varies monthly computed at LIBOR plus 125 basis
                             points per annum) until fully repaid in May 2009
                             (or within 90 days of the officer's separation from
                             the Company, if earlier). In October 2002, a
                             voluntary prepayment of approximately $500 was
                             received from one of the officers. As of December
                             31, 2002, the current outstanding balance under the
                             promissory notes was $8,698, including
                             approximately $926 relating to income tax
                             withholding payments which have been reflected in
                             prepaid expenses and other assets.


                                      F-36
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

          NOTE 9 EMPLOYEE       STOCK INCENTIVE PLAN
               BENEFIT AND      The Company's 1993 Stock Incentive Plan provides
               STOCK PLANS      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.

                                In February 2003, the Company's Board of
                                Directors approved the adoption of the Company's
                                2003 Stock Incentive Plan, to replace the
                                existing Stock Incentive Plan which, by its
                                terms, expires in April 2003. The 2003 Stock
                                Incentive Plan, which is subject to shareholder
                                approval at the 2003 annual meeting, provides
                                for the issuance of up to 3,000,000 shares of
                                Common Stock.



                                     F-37
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

A summary of the status of options granted under the Company's 1993 Stock
Incentive Plan as of December 31, 2002, 2001 and 2000 and changes during the
year ended on those dates is presented below.

<Table>
<Caption>
                                        2002                 2001                 2000
                                -------------------   ------------------    ------------------
                                           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             543,219   $ 31.92     742,319   $ 31.36     827,500   $ 29.85
Granted                          204,000   $ 47.52     213,000   $ 33.97     205,319   $ 30.89
Exercised                       (214,016)  $ 33.38    (350,000)  $ 31.60    (276,500)  $ 26.38
Forfeited                         (3,100)  $ 29.97     (62,100)  $ 34.07     (14,000)  $ 33.97
                                --------              --------              --------

Outstanding at end of year       530,103   $ 37.35     543,219   $ 31.92     742,319   $ 31.36
                                ========              ========              ========

Exercisable at end of year       195,603   $ 32.80     217,500   $ 30.50     467,500   $ 30.64

Options available
   for future grants           1,292,214             1,493,114             1,644,014

Weighted average per share
   fair value of options
   granted during the year                 $  3.63               $  3.06                $ 2.62
</Table>

The following table summarizes information about stock options outstanding
pursuant to the 1993 Stock Incentive Plan at December 31, 2002:

<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 12/31/02        LIFE               PRICE          AT 12/31/02          PRICE
---------------    -----------  ----------------   -----------------    -----------    ----------------
<S>                <C>          <C>                <C>                  <C>            <C>
$27.81 - $29.97      125,519        5.2 years             $28.78             85,519         $28.22
$31.75 - $33.95      185,610        7.7 years             $33.55             51,110         $32.81
$36.03 - $40.74       88,974        7.2 years             $38.84             48,974         $37.29
$50.03 - $51.28      130,000        9.7 years             $50.03             10,000         $50.03
                    --------        ---------             ------            -------         ------
                     530,103        7.5 years             $37.35            195,603         $32.80
                    ========        =========             ======            =======         ======
</Table>



                                     F-38
<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. As of December 31,
                           2002, increases in the price of the Common Stock
                           since the respective grant dates has caused all TSOs
                           granted in 1999, 2000 and 2001 to become vested, as
                           detailed below. The aggregate number of shares of
                           Common Stock which may be subject to TSOs issued
                           pursuant to the 1998 Incentive Plan may not exceed
                           2,000,000, subject to certain customary adjustments
                           to prevent dilution.

                           The following is a summary of the options issued
                           under the 1998 Incentive Plan that have been awarded
                           as of December 31, 2002:

<Table>
<Caption>
                                                                            2002        2001        2000       1999
                                                                        ---------    ---------   ---------  ---------
                           <S>                                          <C>          <C>         <C>        <C>
                           Exercise price                               $   40.74    $   34.73   $   29.97  $   31.69
                           Threshold Vesting
                             Stock Price                                $   57.13    $   48.70   $   42.03  $   44.44
                           Fair value of options on grant date          $    3.38    $    2.21   $    1.49  $    1.36
                           Original Grant Shares                          259,675      329,996     251,030    313,964
                           Forfeited at December 31, 2002                 (25,300)     (46,341)    (56,242)   (93,995)
                           Vested and exchanged for cash
                             at December 31, 2002                              --     (174,461)   (143,478)  (144,636)
                           Vested and exercised at December 31, 2002           --      (32,867)    (30,288)   (37,750)
                                                                        ---------    ---------   ---------  ---------
                           1998 Incentive Plan TSOs outstanding
                             at December 31, 2002                         234,375       76,327      21,022     37,583
                                                                        ---------    ---------   ---------  ---------
</Table>

                           The fair value of each option grant for 2002, 2001
                           and 2000 for the 1993 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>
                                                        2002       2001        2000
                                                     ---------   ---------  ---------
<S>                                                  <C>         <C>        <C>
                           Risk-free interest rate       4.49%       4.79%      6.19%
                           Dividend yield                6.37%       6.46%      6.86%
                           Expected life             7.6 years   4.6 years  5.2 years
                           Expected volatility          19.57%      19.48%      18.2%
</Table>



                                      F-39
<PAGE>

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

                           EMPLOYEE STOCK PURCHASE PLAN
                           During 1999, General Growth established the General
                           Growth Properties, Inc. Employee Stock Purchase Plan
                           (the "ESPP") to assist eligible employees in
                           acquiring a stock ownership interest in 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 January
                           6, 2003, an aggregate of 223,722 shares of Common
                           Stock have been sold under the ESPP, including 23,258
                           shares for the purchase period ending December 31,
                           2002 which were purchased on December 31, 2002 at a
                           price of $42.50 per share.

                           RESTRICTED STOCK
                           In September 2002, an officer was granted 50,000
                           shares of restricted Common Stock pursuant to the
                           stock incentive plan. As the restricted stock
                           represents an incentive for future periods, the
                           compensation expense of approximately $2,500 will be
                           recognized ratably over the vesting period of the
                           Common Stock (through September 2005).

                           STOCK OPTION PRO FORMA DATA
                           During the second quarter of 2002, the Company
                           elected to adopt the fair value based employee
                           stock-based compensation expense recognition
                           provisions of Statement of Financial Accounting
                           Standards No. 123, "Accounting for Stock-Based
                           Compensation" ("SFAS 123"), prospectively. The
                           Company previously applied the intrinsic value based
                           expense recognition provisions set forth in APB
                           Opinion No. 25, "Accounting for Stock Issued to
                           Employees" ("APB 25"). SFAS 123 states that the
                           adoption of the fair value based method is a change
                           to a preferable method of accounting. In applying APB
                           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, no compensation costs
                           have been recognized in 2001 and 2000. Had
                           compensation costs for the Company's plans been
                           determined based on the fair value at the grant date
                           for options granted in 2001 and 2000 in accordance
                           with the method required by SFAS 123, 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,
                                                  2002          2001          2000
                                              -----------   -----------   -----------
<S>                                           <C>           <C>           <C>
Net income available to common stockholders
    As Reported                               $   184,791   $    67,843   $   113,481
    Add: stock-based compensation expense
      recorded for options granted                     88            --            --
    Deduct: stock-based compensation expense
      using SFAS 123                                 (427)         (332)         (400)
    Pro Forma                                 $   184,452   $    67,511   $   113,081
                                              ===========   ===========   ===========

Earnings per share - basic
    As Reported                               $      2.97   $      1.28   $      2.18
    Pro Forma                                 $      2.97   $      1.28   $      2.17

Earnings per share - diluted
    As Reported                               $      2.95   $      1.28   $      2.18
    Pro Forma                                 $      2.95   $      1.28   $      2.17
</Table>



                                      F-40
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

                                 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
                                 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, 2002, 2001, and 2000, the Company has
                                 elected to make matching contributions of
                                 approximately $4,196, $3,851, and 3,554
                                 respectively.

                 NOTE 10         On December 12, 2002, the Company declared a
           DISTRIBUTIONS         cash distribution of $0.72 per share that was
                 PAYABLE         paid on January 31, 2003, to stockholders of
                                 record (1,762 owners of record) on January 6,
                                 2003, totaling $44,937. Also on January 31,
                                 2003, a distribution of $14,080 was paid to the
                                 limited partners of the Operating Partnership.
                                 Also on December 12, 2002, the Company declared
                                 the fourth quarter 2002 preferred stock
                                 dividend, for the period from October 1, 2002
                                 through December 31, 2002, in the amount of
                                 $0.4531 per share, payable to preferred
                                 stockholders of record on January 6, 2003 and
                                 paid on January 15, 2003. 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 PIERS Preferred Units held
                                 by the Company.

                                 On December 10, 2001, the Company declared a
                                 cash distribution of $0.65 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 31,
                                 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 PIERS Preferred Units held
                                 by the Company.

                    NOTE 11      During 2000 and 2001, the Company installed a
                    NETWORK      broadband wiring and routing system that
             DISCONTINUANCE      provides tenants at the Company's properties
            COSTS AND OTHER      with the supporting equipment (the "Broadband
                   INTERNET      System") to allow such tenants and mall
                INITIATIVES      locations to arrange high-speed cable access
                                 to the Internet. Certain of the properties
                                 acquired subsequent to July 1, 2001 do not
                                 have such an installation.

                                 Also during 2000 and 2001, 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. The
                                 Company discontinued its Network Services
                                 development activities on June 29, 2001, as
                                 retailer demand for such services had not
                                 developed as anticipated.


                                      F-41
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

                                 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 was
                                 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. Minor reductions
                                 have been made in the Network discontinuance
                                 reserve in 2002 since settlement discussions
                                 are continuing with other vendors and the
                                 Company has and will continue to reduce the
                                 Network discontinuance reserve as additional
                                 settlements are agreed to (expected to be
                                 finalized in the next 12 months). The
                                 Company's investment in the Broadband
                                 System, which is comprised primarily of mall
                                 equipment and mall wiring, has been retained
                                 by the Company. The Company has, after
                                 accumulated depreciation of approximately
                                 $19,783, a net carrying investment of
                                 approximately $45,920 in the Broadband
                                 System as of December 31, 2002. This net
                                 investment has been reflected in buildings
                                 and equipment and investment in
                                 Unconsolidated Real Estate Affiliates in the
                                 accompanying consolidated financial
                                 statements.

                    NOTE 12      In the normal course of business, from time to
            COMMITMENTS AND      time, the Company is involved in legal actions
              CONTINGENCIES      relating to the ownership and operations of its
                                 properties. In management's opinion, the
                                 liabilities, if any that may ultimately result
                                 from such legal actions are not expected to
                                 have a material adverse effect on the
                                 consolidated financial position, results of
                                 operations or liquidity of the Company.

                                 The Company leases land or buildings at certain
                                 properties from third parties. Rental expense
                                 including participation rent related to these
                                 leases was $1,642, $664 and $460 for the years
                                 ended December 31, 2002, 2001 and 2000,
                                 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.




                                      F-42
<PAGE>

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


                                 The following table aggregates the Company's
                                 expected contractual obligations and
                                 commitments subsequent to December 31, 2002:

                                 CONTRACTUAL OBLIGATIONS

<Table>
<Caption>
              2003        2004        2005         2006       2007     SUBSEQUENT     TOTAL
           ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>        <C>         <C>         <C>         <C>         <C>         <C>         <C>
Long-term
 debt      $  726,702  $  453,459  $  128,836  $  973,455  $  430,439  $1,879,420  $4,592,311
Retained
 debt           3,277       3,592       7,308       4,251     168,220          --     186,648
Ground
 leases         2,445       2,469       2,455       2,417       2,384      89,383     101,553
           ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL      $  732,424  $  459,520  $  138,599  $  980,123  $  601,043  $1,968,803  $4,880,512
           ==========  ==========  ==========  ==========  ==========  ==========  ==========
</Table>

       NOTE 13 RECENTLY ISSUED   On June 1, 1998 the FASB issued Statement No.
                    ACCOUNTING   133, "Accounting for Derivative Instruments and
                PRONOUNCEMENTS   Hedging Activities" ("Statement 133").
                                 Statement 133, as amended, was adopted by the
                                 Company on January 1, 2001. 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. 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 2002 and 2001, the Company
                                 recorded approximately $(30,774) and $2,389,
                                 respectively, of additional other comprehensive
                                 income (loss) to reflect 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
                                 5).


                                      F-43
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

                                 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. SFAS 142 requires that goodwill no longer
                                 be amortized to earnings, but instead reviewed
                                 for impairment, upon adoption on January 1,
                                 2002. The implementation of the statements has
                                 resulted in the recognition upon acquisition of
                                 additional consolidated intangible assets
                                 (acquired in-place lease origination costs) and
                                 liabilities (acquired below-market leases)
                                 relating to the Company's 2002 real estate
                                 purchases of approximately $32,385 and $52,466,
                                 respectively. These intangible assets and
                                 liabilities, and similar assets and liabilities
                                 at the Unconsolidated Real Estate Affiliates,
                                 are being amortized over the terms of the
                                 acquired leases (weighted average life of
                                 approximately 6.1 and 6.4 years, respectively)
                                 which resulted in additional 2002 net income,
                                 including the Company's share of such items
                                 from its Unconsolidated Real Estate Affiliates,
                                 of approximately $1,361.

                                 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 was adopted by the Company on January 1,
                                 2003. The Company does not believe the impact
                                 of the adoption of SFAS 143 on its current or
                                 future operations or financial results 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
                                 prescribes one accounting model 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 was adopted by the Company on
                                 January 1, 2002. Although the Company has
                                 identified in January 2003 the McCreless Mall
                                 in San Antonio, Texas as property held-for-sale
                                 (Note 2), 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".
                                 Therefore, 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 2003, the Company will reclassify
                                 to other interest costs approximately $1,343
                                 and $14,022 of debt extinguishment costs
                                 recorded in 2002 and 2001, respectively, that
                                 are classified under current accounting
                                 standards as extraordinary items.

                                 On November 25, 2002, the FASB published
                                 Interpretation No. 45, "Guarantor's Accounting
                                 and Disclosure Requirements for Guarantees,
                                 Including Indirect Guarantees of Indebtedness
                                 of Others" ("FIN 45"). FIN 45 prescribes the
                                 disclosures to be made by a guarantor in its
                                 interim and annual financial statements about
                                 obligations under certain guarantees it has
                                 issued. FIN 45 also reaffirms that a guarantor
                                 is required to recognize, at the inception of a
                                 guarantee, a liability for the fair value of
                                 the obligation undertaken in issuing the
                                 guarantee. The initial recognition and initial
                                 measurement provisions of FIN 45 are applicable
                                 on a prospective basis to guarantees issued or
                                 modified after December 31, 2002. The
                                 disclosure requirements of FIN 45 are effective
                                 for the Company's December 31, 2002
                                 consolidated financial statements. As the
                                 Company does not typically issue guarantees on
                                 behalf of its unconsolidated affiliates or
                                 other third-parties, the adoption of FIN 45 is
                                 not expected to have a significant impact on
                                 the Company's financial statements or
                                 disclosures.


                                      F-44
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (Dollars in thousands, except for per share amounts)

                                 In January 2003, the FASB issued Interpretation
                                 No. 46 ("FIN 46"), "Consolidation of Variable
                                 Interest Entities" ("VIEs"), to improve
                                 financial reporting of special purpose and
                                 other entities. Certain VIEs that are
                                 qualifying special purpose entities ("QSPEs")
                                 will not be required to be consolidated under
                                 the provisions of FIN 46. In addition, FIN 46
                                 expands the disclosure requirements for the
                                 beneficiary of a significant or a majority of
                                 the variable interests to provide information
                                 regarding the nature, purpose and financial
                                 characteristics of the entities. The Company
                                 has certain special purpose entities, primarily
                                 created to facilitate the issuance of its
                                 commercial mortgage-backed securities (Note 5).
                                 Because these special purpose entities are
                                 QSPEs, which are exempted from consolidation,
                                 the Company does not believe these special
                                 purpose entities will require consolidation in
                                 its financial statements.

NOTE 14 PRO FORMA FINANCIAL      Due to the impact of the acquisitions made or
     INFORMATION (UNAUDITED)     committed to during 2000, 2001 and 2002 as
                                 described in Note 3, historical results of
                                 operations may not be indicative of future
                                 results of operations. The pro forma condensed
                                 consolidated statements of operations for the
                                 year ended December 31, 2002 include
                                 adjustments for the acquisitions made during
                                 2002 as described in Note 3 as if such
                                 transactions had occurred on January 1, 2002.
                                 The pro forma condensed consolidated statements
                                 of operations for the year ended December 31,
                                 2001 include adjustments for the acquisitions
                                 made during 2002 as described in Note 3 plus
                                 the acquisitions made in 2001 (the acquisition
                                 of a 50% interest in Willowbrook Mall through
                                 GGP/Homart II and the Company's acquisition of
                                 100% of Tucson Mall), as if such transactions
                                 had occurred on January 1, 2001. The pro forma
                                 condensed consolidated statements of operations
                                 for the year ended December 31, 2000 include
                                 the 2002 and 2001 acquisitions described above
                                 plus the 2000 acquisition of the Crossroads
                                 Center, all as if such transactions had
                                 occurred on January 1, 2000. The pro forma
                                 information is based upon the historical
                                 consolidated statements of operations excluding
                                 extraordinary items, cumulative effect of
                                 accounting change and gain on sale and does not
                                 purport to present what actual results would
                                 have been had the acquisitions, and related
                                 transactions, in fact, occurred at the
                                 previously mentioned dates, or to project
                                 results for any future period.


                                      F-45
<PAGE>

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

                        PRO FORMA FINANCIAL INFORMATION

<Table>
<Caption>
                                                                                    Year Ended
                                                                                   December 31,
                                                                        2002            2001            2000
                                                                    -----------   --------------   -----------
<S>                                                                 <C>           <C>              <C>
Total revenues                                                      $ 1,094,524   $    1,023,799   $   924,892

Expenses:
  Real estate taxes                                                      72,082           70,891        68,661
  Other property operating                                              340,395          368,438       238,120
  Depreciation and amortization                                         198,890          182,972       159,425
                                                                    -----------   --------------   -----------
Total Expenses                                                          611,367          622,301       466,206

Operating Income                                                        483,157          401,498       458,686

  Interest expense, net                                                (248,817)        (300,329)     (331,742)
  Income allocated to minority interests                               (102,753)         (58,352)      (59,823)
  Equity in income of unconsolidated affiliates                          95,572           65,430        42,408
                                                                    -----------   --------------   -----------

Pro forma earnings before extraordinary items and cumulative
  effect of accounting change (a)                                       227,159          108,247       109,529
Pro forma convertible preferred stock dividends                         (24,467)         (24,467)      (24,467)
                                                                    -----------   --------------   -----------
Pro forma earnings before extraordinary items and cumulative
  effect of accounting change available to common stockholders (a)  $   202,692   $       83,780   $    85,062
                                                                    ===========   ==============   ===========

Pro forma earnings per share - basic (b)                            $      3.26   $         1.59   $      1.63
                                                                    ===========   ==============   ===========
Pro forma earnings per share - diluted (b)                          $      3.21   $         1.58   $      1.63
                                                                    ===========   ==============   ===========
</Table>

(a)  The pro forma adjustments include management fee and depreciation
     modifications and adjustments to give effect to the acquisitions activity
     described above and does not include extraordinary items or the 2001
     cumulative effect of accounting change.

(b)  Pro forma basic earnings per share are based upon weighted average common
     shares of 62,181,283 for 2002, 52,844,821 for 2001 and 52,058,320 for 2000.
     Pro forma diluted per share amounts are based on the weighted average
     common shares and the effect of dilutive securities (stock options and, for
     2002 only, PIERS) outstanding of 70,851,003 for 2002, 52,906,549 for 2001
     and 52,096,331 for 2000.


                                      F-46
<PAGE>

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


NOTE 15 QUARTERLY
FINANCIAL INFORMATION
(UNAUDITED)

<Table>
<Caption>
                       YEAR ENDED                                       FIRST      SECOND      THIRD      FOURTH
                       DECEMBER 31, 2002                               QUARTER    QUARTER     QUARTER    QUARTER
                                                                      ---------  ---------   ---------  ---------
<S>                                                                   <C>        <C>         <C>        <C>
                       Total revenues                                 $ 204,139  $ 210,590   $ 258,361  $ 307,376

                       Operating income                                  85,285     89,218     116,482    139,722

                       Income before extraordinary items                 37,567     40,813      51,054     81,167

                       Net income applicable to common shares            31,418     34,696      44,467     74,210

                       Earnings before extraordinary items
                        per share-basic (a)                           $    0.51  $    0.56   $    0.72  $    1.20

                       Earnings before extraordinary items
                        per share-diluted (a)                              0.51       0.56        0.72       1.14

                       Earnings per share - basic (a)                      0.51       0.56        0.71       1.19

                       Earnings per share - diluted (a)                    0.51       0.56        0.71       1.13

                       Distributions declared per share               $    0.65  $    0.65   $    0.72  $    0.72

                       Weighted average shares
                        outstanding (in thousands) - basic               61,979     62,137      62,244     62,361

                       Weighted average shares
                        outstanding (in thousands) - diluted             62,104     62,293      62,424     71,085
</Table>

<Table>
<Caption>
                       YEAR ENDED                                       FIRST      SECOND      THIRD      FOURTH
                       DECEMBER 31, 2002                               QUARTER    QUARTER     QUARTER    QUARTER
                                                                      ---------  ---------   ---------  ---------
<S>                                                                   <C>        <C>         <C>        <C>
                       Total revenues                                 $ 191,970  $ 189,542   $ 196,269  $ 225,928

                       Operating income                                  85,796     15,497      90,058    105,163

                       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     52,508      52,662     54,067
</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-47
<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, 2002 and 2001, and for the
years then ended, and have issued our report thereon dated February 3, 2003
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to the change in method of accounting for derivative instruments and
hedging activities in 2001 described in Note 13); such financial statements and
report are included elsewhere in this Form 10-K. Our audits also included the
Reconciliation of Real Estate and Reconciliation of Accumulated Depreciation for
the years ended December 31, 2002 and 2001 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 audits. 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 3, 2003



                                      F-48
<PAGE>
\
                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



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

Our audit of the consolidated financial statements referred to in our report
dated February 6, 2001 appearing in this Annual Report on Form 10K of General
Growth Properties, Inc. also included an audit of the Reconciliation of Real
Estate and Reconciliation of Accumulated Depreciation for the year ended
December 31, 2000 listed in the Index to Consolidated Financial Statements and
Consolidated Financial Schedule of this Form 10-K. In our opinion, based on our
audit, the Reconciliation of Real Estate and Reconciliation of Accumulated
Depreciation for the year ended December 31, 2000 of this 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.


PricewaterhouseCoopers LLP


Chicago, Illinois
February 6, 2001







                                      F-49
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                  Col. B                 Col. C                       Col. D
  ------                                  ------                 ------                       ------
                                                                                         Costs Capitalized
                                                                                             Subsequent
                                                             Initial Cost                  To Acquisition
                                                      ---------------------------   -----------------------------

                                                                      Buildings
                                                                         and           Buildings
                                       Encumbrances                   Equipment           and          Carrying
 Description                               (a)            Land           (b)           Equipment       Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>
Alameda Plaza
  Pocatello, ID                       $          --  $     740,000  $   2,060,000   $          --   $          --

Ala Moana Center
  Honolulu, HI                          636,189,930    336,229,260    473,770,740       8,815,518       5,685,073

Anaheim Plaza
  Anaheim, CA                                    --             --      2,058,000              --              --

Animas Valley Mall
  Farmington, NM                                 --     10,783,000     30,165,000       2,249,089              --

Apache Mall
  Rochester, MN                          54,901,924      8,110,292     72,992,628      15,626,588         222,080

Austin Bluffs Plaza
  Colorado Springs, CO                           --      1,080,000      3,007,000           7,000              --

Bailey Hills Plaza
  Eugene, OR                                     --        290,000        806,000           2,000              --

Baskin Robbins 17th St
  Idaho Falls, ID                                --         60,000        168,000              --              --

Baybrook Mall
  Friendswood, TX                        92,186,926     13,300,000    117,162,546       5,143,018              --

Bayshore Mall,
  Eureka, CA                             33,871,426      3,004,345     27,398,907      24,969,033       2,887,090

Bellis Fair Mall,
  Bellingham, WA                         70,996,112      7,616,458     47,040,131      10,845,328       6,122,020

Birchwood Mall,
  Port Huron, MI                         42,801,986      1,768,935     34,574,635      13,454,946       1,980,603

Boise Plaza
  Boise, ID                                      --        465,000      1,293,000              --              --

Boise Towne Plaza
  Boise, ID                                      --      3,988,000     11,101,000              --              --

Boise Towne Square
  Boise, ID                              81,979,000     36,452,000    101,853,000      15,057,339              --

Boulevard Mall
  Las Vegas, NV                          99,232,297     16,490,343    148,413,086       5,418,501              --

Cache Valley Mall
  Logan, UT                                      --      6,451,000     18,422,000         427,094              --

Cache Valley Marketplace
  Logan, UT                                      --      1,500,000      1,583,000      (1,378,503)             --

Capital Mall
  Jefferson City, MO                     21,962,693      4,200,000     14,201,000       8,799,782              --

Century Mall
Birmingham, AL                           30,800,000      3,164,000     28,513,908       5,667,433              --

<Caption>
  Col. A                                               Col. E                         Col. F            Col. G       Col. H
  ------                                               ------                         ------            ------       ------

                                             Gross Amounts at Which
                                            Carried at Close of Period
                                    -------------------------------------------


                                                      Buildings
                                                        and                         Accumulated         Date of        Date
 Description                             Land         Equipment      Total(c)(d)    Depreciation      Construction   Acquired
 -----------                        -------------  -------------   -------------   -------------      ------------   --------
<S>                                 <C>            <C>             <C>             <C>                <C>            <C>
Alameda Plaza
  Pocatello, ID                     $     740,000  $   2,060,000   $   2,800,000   $      24,000                        2002

Ala Moana Center
  Honolulu, HI                        336,229,497    488,271,331     824,500,828      54,500,780                        1999

Anaheim Plaza
  Anaheim, CA                                  --      2,058,000       2,058,000          24,000                        2002

Animas Valley Mall
  Farmington, NM                       10,814,235     32,414,089      43,228,324         573,693                        2002

Apache Mall
  Rochester, MN                         8,110,292     88,841,296      96,951,588       8,978,249                        1998

Austin Bluffs Plaza
  Colorado Springs, CO                  1,080,000      3,014,000       4,094,000          36,000                        2002

Bailey Hills Plaza
  Eugene, OR                              290,000        808,000       1,098,000          10,000                        2002

Baskin Robbins 17th St
  Idaho Falls, ID                          60,000        168,000         228,000           2,000                        2002

Baybrook Mall
  Friendswood, TX                      13,300,000    122,305,564     135,605,564      10,193,532                        1999

Bayshore Mall,
  Eureka, CA                            3,005,040     55,255,030      58,260,070      20,935,573        1986--1987

Bellis Fair Mall,
  Bellingham, WA                        7,485,224     64,007,479      71,492,703      27,380,980        1987--1988

Birchwood Mall,
  Port Huron, MI                        3,042,616     50,010,184      53,052,800      18,549,757        1989--1990

Boise Plaza
  Boise, ID                               465,000      1,293,000       1,758,000          15,000                        2002

Boise Towne Plaza
  Boise, ID                             3,988,000     11,101,000      15,089,000         130,000                        2002

Boise Towne Square
  Boise, ID                            37,825,249    116,910,339     154,735,588       1,745,344                        2002

Boulevard Mall
  Las Vegas, NV                        15,908,632    153,831,587     169,740,219      18,135,268                        1998

Cache Valley Mall
  Logan, UT                             6,444,263     18,849,094      25,293,357         379,660                        2002

Cache Valley Marketplace
  Logan, UT                             1,500,000        204,497       1,704,497              --                        2002

Capital Mall
  Jefferson City, MO                    3,912,935     23,000,782      26,913,717       5,912,087                        1993

Century Mall
Birmingham, AL                          3,164,000     34,181,341      37,345,341       4,861,600                        1997

<Caption>
  Col. A                                 Col. I
  ------                                 ------




                                    Life Upon Which
                                    Depreciation in
                                     Latest Income
                                      Statement is
 Description                           Computed
 -----------                        ----------------
<S>                                  <C>
Alameda Plaza
  Pocatello, ID                           (e)

Ala Moana Center
  Honolulu, HI                            (e)

Anaheim Plaza
  Anaheim, CA                             (e)

Animas Valley Mall
  Farmington, NM                          (e)

Apache Mall
  Rochester, MN                           (e)

Austin Bluffs Plaza
  Colorado Springs, CO                    (e)

Bailey Hills Plaza
  Eugene, OR                              (e)

Baskin Robbins 17th St
  Idaho Falls, ID                         (e)

Baybrook Mall
  Friendswood, TX                         (e)

Bayshore Mall,
  Eureka, CA                              (e)

Bellis Fair Mall,
  Bellingham, WA                          (e)

Birchwood Mall,
  Port Huron, MI                          (e)

Boise Plaza
  Boise, ID                               (e)

Boise Towne Plaza
  Boise, ID                               (e)

Boise Towne Square
  Boise, ID                               (e)

Boulevard Mall
  Las Vegas, NV                           (e)

Cache Valley Mall
  Logan, UT                               (e)

Cache Valley Marketplace
  Logan, UT                               (e)

Capital Mall
  Jefferson City, MO                      (e)

Century Mall
Birmingham, AL                            (e)

</Table>



                                      F-50
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                 Col. B                 Col. C                       Col. D
  ------                                 ------                 ------                       ------
                                                                                        Costs Capitalized
                                                                                            Subsequent
                                                            Initial Cost                   To Acquisition
                                                     ---------------------------    -----------------------------

                                                                       Buildings
                                                                         and          Buildings
                                      Encumbrances                    Equipment         and            Carrying
 Description                               (a)            Land           (b)          Equipment        Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>

Chapel Hills
  Colorado Springs, CO                $  35,669,194  $   4,300,000  $  34,017,000   $  61,222,455   $      36,805

Coastland Center
  Naples, FL                             83,617,161     11,450,000    103,050,200       4,640,750              --

Colony Square Mall
  Zanesville, OH                         25,600,000      1,000,000     24,500,000      16,557,741              --

Columbia Mall
  Columbia, MO                           56,100,000      5,383,208     19,663,231      15,777,379       1,368,803

Coral Ridge Mall
  Coralville, IA                         77,867,152      3,363,602     64,217,772      10,642,117       4,420,355

Cottonwood Mall
  Salt Lake City, UT                             --     12,616,000     35,697,000       1,791,813              --

Cottonwood Square
  Salt Lake City, UT                             --      1,558,000      4,339,000           2,000              --

Country Hills Plaza
  Ogden, UT                               5,583,000      3,620,000      9,080,000           3,000              --

The Crossroads
  Kalamazoo, MI                          43,588,822      6,800,000     61,200,000      17,541,835         233,356

Crossroads Center
  St Cloud, MN                           61,981,631     10,851,689     72,202,847       3,589,891         260,398

Cumberland Mall
  Atlanta, GA                            96,849,239     15,198,568    136,787,110       5,684,290         191,066

Development in Progress                          --     30,637,677     58,081,977      32,410,010              --

Division Crossing
  Portland, OR                                   --      1,773,000      4,935,000             691              --

Eagle Ridge Mall
  Lake Wales, FL                         26,800,000      7,619,865     49,560,538       7,522,171       5,678,662

Eastridge Mall
  Casper, WY                                     --      9,902,000     27,596,000       2,971,131              --

Eden Prairie Mall
  Eden Prairie, MN                       55,000,000        465,063     19,024,047     108,593,102       9,248,013

Fallbrook Mall,
  West Hills, CA                         46,900,000      6,117,338     10,076,520      56,509,378       5,576,332

Fort Union Plaza
  Salt Lake City, UT                             --        141,000      3,701,000          18,000              --

Fox River Mall
  Appleton, WI                           93,200,000      2,700,566     18,291,067      43,213,253       2,351,519

Fremont Plaza
  Las Vegas, NV                                  --             --      3,956,000           1,427              --

<Caption>
  Col. A                                                 Col. E                          Col. F            Col. G       Col. H
  ------                                                 ------                          ------            ------       ------

                                                Gross Amounts at Which
                                                Carried at Close of Period
                                       -------------------------------------------


                                                        Buildings
                                                           and                         Accumulated         Date of        Date
 Description                                Land        Equipment      Total(c)(d)    Depreciation       Construction   Acquired
 -----------                           -------------  -------------   -------------   -------------      ------------   --------
<S>                                    <C>            <C>             <C>             <C>                <C>            <C>

Chapel Hills
  Colorado Springs, CO                 $   4,300,000  $  95,276,260   $  99,576,260   $  20,041,560                        1993

Coastland Center
  Naples, FL                              11,450,000    107,690,950     119,140,950      11,766,231                        1998

Colony Square Mall
  Zanesville, OH                           1,243,184     41,057,741      42,300,925      15,940,429                        1986

Columbia Mall
  Columbia, MO                             5,383,208     36,809,413      42,192,621      16,372,340        1984--1985

Coral Ridge Mall
  Coralville, IA                           3,406,770     79,280,244      82,687,014      11,510,359        1998--1999

Cottonwood Mall
  Salt Lake City, UT                      12,700,948     37,488,813      50,189,761         639,222                        2002

Cottonwood Square
  Salt Lake City, UT                       1,558,000      4,341,000       5,899,000          51,000                        2002

Country Hills Plaza
  Ogden, UT                                3,620,000      9,083,000      12,703,000         107,000                        2002

The Crossroads
  Kalamazoo, MI                            6,800,000     78,975,191      85,775,191       7,461,561                        1999

Crossroads Center
  St Cloud, MN                            11,090,292     76,053,136      87,143,428       5,364,829                        2000

Cumberland Mall
  Atlanta, GA                             15,198,568    142,662,466     157,861,034      16,126,190                        1998

Development in Progress                                  90,491,987      90,491,987              --

Division Crossing
  Portland, OR                             1,773,000      4,935,691       6,708,691          58,000                        2002

Eagle Ridge Mall
  Lake Wales, FL                           7,619,865     62,761,371      70,381,236      12,487,644        1995--1996

Eastridge Mall
  Casper, WY                              10,058,481     30,567,131      40,625,612         608,265                        2002

Eden Prairie Mall
  Eden Prairie, MN                           465,063    136,865,162     137,330,225       7,862,220                        1997

Fallbrook Mall,
  West Hills, CA                           6,127,138     72,162,230      78,289,368      30,034,540                        1984

Fort Union Plaza
  Salt Lake City, UT                         141,000      3,719,000       3,860,000          45,000                        2002

Fox River Mall
  Appleton, WI                             4,787,291     63,855,839      68,643,130      22,675,534        1983--1984

Fremont Plaza
  Las Vegas, NV                                   --      3,957,427       3,957,427          47,000                        2002

<Caption>
  Col. A                                   Col. I
  ------                                   -------




                                        Life Upon Which
                                         Depreciation in
                                        Latest Income
                                          Statement is
 Description                                Computed
 -----------                            -----------------
<S>                                       <C>

Chapel Hills
  Colorado Springs, CO                         (e)

Coastland Center
  Naples, FL                                   (e)

Colony Square Mall
  Zanesville, OH                               (e)

Columbia Mall
  Columbia, MO                                 (e)

Coral Ridge Mall
  Coralville, IA                               (e)

Cottonwood Mall
  Salt  Lake City, UT                          (e)

Cottonwood Square
  Salt  Lake City, UT                          (e)

Country Hills Plaza
  Ogden, UT                                    (e)

The Crossroads
  Kalamazoo, MI                                (e)

Crossroads Center
  St Cloud, MN                                 (e)

Cumberland Mall
  Atlanta, GA                                  (e)

Development in Progress

Division Crossing
  Portland, OR                                 (e)

Eagle Ridge Mall
  Lake Wales, FL                               (e)

Eastridge Mall
  Casper, WY                                   (e)

Eden Prairie Mall
  Eden Prairie, MN                             (e)

Fallbrook Mall,
  West Hills, CA                               (e)

Fort Union Plaza
  Salt Lake City, UT                           (e)

Fox River Mall
  Appleton, WI                                 (e)

Fremont Plaza
  Las Vegas, NV                                (e)
</Table>



                                      F-51
<PAGE>
                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                 Col. B                 Col. C                       Col. D
  ------                                 ------                 ------                       ------
                                                                                        Costs Capitalized
                                                                                            Subsequent
                                                            Initial Cost                   To Acquisition
                                                     ---------------------------    -----------------------------

                                                                       Buildings
                                                                         and          Buildings
                                      Encumbrances                    Equipment         and            Carrying
 Description                               (a)            Land           (b)          Equipment        Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>

Gateway Mall,
  Springfield, OR                     $  43,042,887  $   8,728,263  $  34,707,170   $  22,296,890   $   7,704,838

Gateway Crossing
  Bountiful, UT                                  --      4,104,000     11,422,000         248,835              --

GGPLP Corp.
  Chicago, IL                           685,579,000             --        556,740      65,635,471              --

110 Building
  Chicago, IL                            26,441,209             --     29,035,310       2,206,558              --

Grand Teton Mall
  Idaho Falls, ID                                --     13,104,000     36,813,000       2,344,848              --

Grand Traverse Mall,
  Grand Traverse, MI                     49,985,400      3,529,966     20,775,772      23,057,862       3,643,793

Greenwood Mall
  Bowling Green, KY                      48,324,823      3,200,000     40,202,000      27,295,231          49,563

Halsey Crossing
  Gresham, OR                                    --             --      4,363,000           4,000              --

Knollwood Mall,
  St. Louis Park, MN                     18,400,000             --      9,748,047      29,770,284       3,221,522

Lakeview Square Mall
  Battle Creek, MI                       24,763,553      3,578,619     32,209,980      16,202,825         315,112

Lansing Mall
  Lansing, MI                            29,444,261      6,977,798     62,800,179      34,133,261         797,941

Lockport Mall,
  Lockport, NY                            9,300,000        800,000     10,000,000       4,341,427          23,656

Mall at Sierra Vista
  Sierra Vista, AZ                               --      4,550,000     18,658,000         885,791              --

Mall of the Bluffs,
  Council Bluffs, IA                     42,801,986      1,860,116     24,016,343      19,032,975       2,586,107

Mall St. Vincent
  Shreveport, LA                         18,345,186      2,640,000     23,760,000       5,168,733              --

Marketplace
  Champaign, IL                          47,000,000      7,000,000     63,972,357      38,598,047         604,080

McCreless Mall
 San Antonio, TX                                 --      1,000,000      9,000,002         819,221              --

MEPC Acquisition
  Financing                                      --             --     (1,549,401)             --              --

North Plains Mall
  Clovis, NM                                     --      4,676,000     13,033,000         269,151              --

Northtown Mall
  Spokane, WA                            84,000,000     38,445,000    107,330,000       1,769,136              --


<Caption>
  Col. A                                                Col. E                          Col. F            Col. G       Col. H
  ------                                                ------                          ------            ------       ------

                                               Gross Amounts at Which
                                               Carried at Close of Period
                                      -------------------------------------------


                                                       Buildings
                                                          and                         Accumulated         Date of        Date
 Description                               Land        Equipment      Total(c)(d)    Depreciation       Construction   Acquired
 -----------                          -------------  -------------   -------------   -------------      ------------   --------
<S>                                   <C>            <C>             <C>             <C>                <C>            <C>

                                                                       F -- 51
Gateway Mall,
  Springfield, OR                     $   8,728,263  $  64,708,898   $  73,437,161   $  21,702,955        1989--1990

Gateway Crossing
  Bountiful, UT                           4,104,000     11,670,835      15,774,835         147,000                         2002

GGPLP Corp.
  Chicago, IL                                    --     66,192,211      66,192,211      28,561,893

110 Building
  Chicago, IL                                    --     31,241,868      31,241,868       3,908,266                         1997

Grand Teton Mall
  Idaho Falls, ID                        13,166,099     39,157,848      52,323,947         666,788                         2002

Grand Traverse Mall,
  Grand Traverse, MI                      3,533,745     47,477,427      51,011,172      17,648,043        1990--1991

Greenwood Mall
  Bowling Green, KY                       3,429,185     67,546,794      70,975,979      17,076,078                         1993

Halsey Crossing
  Gresham, OR                                    --      4,367,000       4,367,000          52,000                         2002

Knollwood Mall,
  St. Louis Park, MN                      7,025,606     42,739,853      49,765,459      16,980,353                         1978

Lakeview Square Mall
  Battle Creek, MI                        3,578,619     48,727,917      52,306,536       7,172,328                         1996

Lansing Mall
  Lansing, MI                            11,496,394     97,731,381     109,227,775      11,668,662                         1996

Lockport Mall,
  Lockport, NY                              800,000     14,365,083      15,165,083       6,088,182                         1986

Mall at Sierra Vista
  Sierra Vista, AZ                        4,583,087     19,543,791      24,126,878         276,926                         2002

Mall of the Bluffs,
  Council Bluffs, IA                      1,895,220     45,635,425      47,530,645      16,950,949        1985--1986

Mall St. Vincent
  Shreveport, LA                          2,640,000     28,928,733      31,568,733       3,587,658                         1998

Marketplace
  Champaign, IL                           7,000,000    103,174,484     110,174,484      13,836,502                         1997

McCreless Mall
 San Antonio, TX                          1,000,000      9,819,223      10,819,223       1,161,428                         1998

MEPC Acquisition
  Financing                                      --     (1,549,401)     (1,549,401)         37,157

North Plains Mall
  Clovis, NM                              4,605,260     13,302,151      17,907,411         250,104                         2002

Northtown Mall
  Spokane, WA                            38,400,129    109,099,136     147,499,265       1,561,422                         2002


<Caption>
  Col. A                                    Col. I
  ------                                    ------




                                         Life Upon Which
                                          Depreciation in
                                         Latest Income
                                           Statement is
 Description                                 Computed
 -----------                             -----------------
<S>                                      <C>


Gateway Mall,
  Springfield, OR                               (e)

Gateway Crossing
  Bountiful, UT                                 (e)

GGPLP Corp.
  Chicago, IL                                   (e)

110 Building
  Chicago, IL                                   (e)

Grand Teton Mall
  Idaho Falls, ID                               (e)

Grand Traverse Mall,
  Grand Traverse, MI                            (e)

Greenwood Mall
  Bowling Green, KY                             (e)

Halsey Crossing
  Gresham, OR                                   (e)

Knollwood Mall,
  St. Louis Park, MN                            (e)

Lakeview Square Mall
  Battle Creek, MI                              (e)

Lansing Mall
  Lansing, MI                                   (e)

Lockport Mall,
  Lockport, NY                                  (e)

Mall at Sierra Vista
  Sierra Vista, AZ                              (e)

Mall of the Bluffs,
  Council Bluffs, IA                            (e)

Mall St. Vincent
  Shreveport, LA                                (e)

Marketplace
  Champaign, IL                                 (e)

McCreless Mall
 San Antonio, TX                                (e)

MEPC Acquisition
  Financing                                     (e)

North Plains Mall
  Clovis, NM                                    (e)

Northtown Mall
  Spokane, WA                                   (e)
</Table>


                                      F-52
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                 Col. B                 Col. C                       Col. D
  ------                                 ------                 ------                       ------
                                                                                        Costs Capitalized
                                                                                            Subsequent
                                                            Initial Cost                   To Acquisition
                                                     ---------------------------    -----------------------------

                                                                       Buildings
                                                                         and          Buildings
                                      Encumbrances                    Equipment         and            Carrying
 Description                               (a)            Land           (b)          Equipment        Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>

Northridge Fashion Center
  Northridge, CA                      $ 137,925,906  $  16,618,095  $ 149,562,583   $  26,789,074   $   3,540,766

North Temple Shops
  Salt Lake City, UT                             --        168,000        468,000              --              --

Oakwood Mall,
  Eau Claire, WI                         57,069,314      3,266,669     18,281,160      21,363,628       1,711,573

Orem Plaza Center Street
  Orem, UT                                       --      1,069,000      2,974,000           4,000              --

Orem Plaza State Street
  Orem, UT                                       --        592,000      1,649,000              --              --

Park Place
  Tucson, AZ                             99,543,369      4,996,024     44,993,177      94,964,230      13,571,940

Pecanland Mall
  Monroe, LA                             50,000,000      7,190,000     64,710,000       5,579,892              --

Piedmont Mall,
  Danville, VA                           29,863,011      2,000,000     38,000,000       5,339,859          20,787

Pierre Bossier Mall
  Bossier City, LA                       39,837,602      5,280,707     47,558,468       5,043,321              --

Pine Ridge Mall
  Pocatello, ID                                  --      8,375,000     23,337,000         615,846              --

The Pines,
  Pine Bluff, AR                         25,963,291      1,488,928     17,627,258      10,896,132       1,365,091

Plaza 800
  Sparks, NV                                     --      1,435,000      3,995,000              --              --

Plaza 9400
  Sandy, UT                                      --             --      9,114,000          46,000              --

Prince Kuhio Plaza
  Hilo, HI                               23,920,724             --     42,028,685         642,622          10,737

Provo Towne Centre
  Provo, UT                              46,489,000     21,332,000     68,296,000        (425,549)             --

Red Cliffs Mall
  St. George, UT                                 --      7,019,000     19,644,000       3,882,325              --

Red Cliffs Plaza
  St. George, UT                                 --             --      2,366,000              --              --

Regency Square Mall
  Jacksonville, FL                       85,234,011     16,497,552    148,477,968      14,005,483          88,390

Rio West Mall,
  Gallup, NM                             13,500,000             --     19,500,000       5,769,988              --

River Falls Mall,
  Clarksville, IN                                --      3,177,688     54,610,421       7,940,415       5,281,892

<Caption>
  Col. A                                                 Col. E                          Col. F            Col. G       Col. H
  ------                                                 ------                          ------            ------       ------

                                                Gross Amounts at Which
                                                Carried at Close of Period
                                       -------------------------------------------


                                                        Buildings
                                                           and                         Accumulated         Date of        Date
 Description                                Land        Equipment      Total(c)(d)    Depreciation       Construction   Acquired
 -----------                           -------------  -------------   -------------   -------------      ------------   --------
<S>                                    <C>            <C>             <C>             <C>                <C>            <C>

Northridge Fashion Center
  Northridge, CA                       $  16,866,397  $ 179,892,423   $ 196,758,820   $  19,459,549                         1998

North Temple Shops
  Salt Lake City, UT                         168,000        468,000         636,000           6,000                         2002

Oakwood Mall,
  Eau Claire, WI                           3,266,669     41,356,361      44,623,030      16,887,532        1985--1986

Orem Plaza Center Street
  Orem, UT                                 1,069,000      2,978,000       4,047,000          35,000                         2002

Orem Plaza State Street
  Orem, UT                                   592,000      1,649,000       2,241,000          20,000                         2002

Park Place
  Tucson, AZ                               4,715,836    153,529,347     158,245,183      14,997,028                         1996

Pecanland Mall
  Monroe, LA                               7,553,555     70,289,892      77,843,447         684,319                         2002

Piedmont Mall,
  Danville, VA                             2,000,000     43,360,646      45,360,646       8,308,386                         1995

Pierre Bossier Mall
  Bossier City, LA                         5,283,970     52,601,789      57,885,759       5,997,179                         1998

Pine Ridge Mall
  Pocatello, ID                            8,307,482     23,952,846      32,260,328         454,720                         2002

The Pines,
  Pine Bluff, AR                           1,247,414     29,888,481      31,135,895      12,610,130        1985--1986

Plaza 800
  Sparks, NV                               1,435,000      3,995,000       5,430,000          47,000                         2002

Plaza 9400
  Sandy, UT                                       --      9,160,000       9,160,000         109,000                         2002

Prince Kuhio Plaza
  Hilo, HI                                     7,305     42,682,044      42,689,349       4,296,889                         2002

Provo Towne Centre
  Provo, UT                               21,296,880     67,870,451      89,167,331         921,948                         2002

Red Cliffs Mall
  St. George, UT                          10,339,670     23,526,325      33,865,995         374,425                         2002

Red Cliffs Plaza
  St. George, UT                                  --      2,366,000       2,366,000          28,000                         2002

Regency Square Mall
  Jacksonville, FL                        16,456,452    162,571,841     179,028,293      17,681,978                         1998

Rio West Mall,
  Gallup, NM                                      --     25,269,988      25,269,988       9,498,631                         1986

River Falls Mall,
  Clarksville, IN                          3,182,305     67,832,728      71,015,033      27,312,719        1989--1990

<Caption>
  Col. A                                        Col. I
  ------                                        ------




                                             Life Upon Which
                                              Depreciation in
                                             Latest Income
                                               Statement is
 Description                                     Computed
 -----------                                 -----------------
<S>                                          <C>

Northridge Fashion Center
  Northridge, CA                                    (e)

North Temple Shops
  Salt Lake City, UT                                (e)

Oakwood Mall,
  Eau Claire, WI                                    (e)

Orem Plaza Center Street
  Orem, UT                                          (e)

Orem Plaza State Street
  Orem, UT                                          (e)

Park Place
  Tucson, AZ                                        (e)

Pecanland Mall
  Monroe, LA                                        (e)

Piedmont Mall,
  Danville, VA                                      (e)

Pierre Bossier Mall
  Bossier City, LA                                  (e)

Pine Ridge Mall
  Pocatello, ID                                     (e)

The Pines,
  Pine Bluff, AR                                    (e)

Plaza 800
  Sparks, NV                                        (e)

Plaza 9400
  Sandy, UT                                         (e)

Prince Kuhio Plaza
  Hilo, HI                                          (e)

Provo Towne Centre
  Provo, UT                                         (e)

Red Cliffs Mall
  St. George, UT                                    (e)

Red Cliffs Plaza
  St. George, UT                                    (e)

Regency Square Mall
  Jacksonville, FL                                  (e)

Rio West Mall,
  Gallup, NM                                        (e)

River Falls Mall,
  Clarksville, IN                                   (e)
</Table>



                                      F-53
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                 Col. B                 Col. C                       Col. D
  ------                                 ------                 ------                       ------
                                                                                        Costs Capitalized
                                                                                            Subsequent
                                                            Initial Cost                   To Acquisition
                                                     ---------------------------    -----------------------------

                                                                       Buildings
                                                                         and          Buildings
                                      Encumbrances                    Equipment         and            Carrying
 Description                               (a)            Land           (b)          Equipment        Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>

River Hills Mall,
  Mankato, MN                         $  51,200,000  $   3,713,529  $  29,013,757   $  19,403,783   $   2,674,311

Riverlands Shopping Center
  LaPlace, LA                                    --        500,000      4,500,000         206,819              --

River Pointe Plaza
  West Jordan, UT                                --      1,302,000      3,623,000              --              --

Riverside Plaza
  Provo, UT                                      --      2,475,000      6,890,000           1,000              --

Rivertown Crossing
  Grandville, MI                        128,276,097     10,972,923     97,141,738      32,150,079      13,346,435

Salem Center
  Salem, OR                                 316,000     11,885,000     33,253,000         923,026              --

Silver Lake Mall
  Coeur d'Alene, ID                              --      7,704,000     21,472,000         171,852              --

Sooner Fashion Mall,
  Norman, OK                             20,000,000      2,700,000     24,300,000      15,941,626              --

Southlake Mall,
  Morrow, GA                             51,300,000      6,700,000     60,406,902      11,048,456         192,535

Southland Mall
Hayward, CA                              65,000,000      8,904,277     80,142,961       3,392,353              --

SouthShore Mall,
  Aberdeen, WA                                   --        650,000     15,350,000       3,382,243              --

Southwest Plaza
  Littleton , CO                         81,673,071      9,000,000    103,983,673      24,457,268       1,059,572

Spokane Valley Mall
  Spokane, WA                            47,340,000     19,297,000     54,970,000       3,144,482              --

Spokane Valley Mall Plaza
  Spokane, WA                                    --      3,558,000     10,150,000           3,000              --

Spring Hill
  West Dundee, IL                        87,320,492     12,400,000    111,643,525       7,245,577              --

Three Rivers Mall
  Kelso, WA                                      --      7,068,000     19,917,000       1,473,417              --

Twin Falls Crossing
  Twin Falls, ID                                 --        275,000        767,000              --              --

Tucson Mall
  Tucson, AZ                            111,986,289             --    181,424,484       2,725,643              --

University Crossing
  Orem, UT                                       --      3,420,000      9,526,000         360,000              --

Valley Hills,
  Hickory, NC                            33,984,417      3,443,594     31,025,471      34,131,061       1,686,977

<Caption>
  Col. A                                                 Col. E                          Col. F            Col. G       Col. H
  ------                                                 ------                          ------            ------       ------

                                                Gross Amounts at Which
                                                Carried at Close of Period
                                       -------------------------------------------


                                                        Buildings
                                                           and                         Accumulated         Date of        Date
 Description                                Land        Equipment      Total(c)(d)    Depreciation       Construction   Acquired
 -----------                           -------------  -------------   -------------   -------------      ------------   --------
<S>                                    <C>            <C>             <C>             <C>                <C>            <C>

River Hills Mall,
  Mankato, MN                          $   4,707,482  $  51,091,851   $  55,799,333   $  17,938,735        1990--1991

Riverlands Shopping Center
  LaPlace, LA                                500,000      4,706,819       5,206,819         617,656                         1998

River Pointe Plaza
  West Jordan, UT                          1,302,000      3,623,000       4,925,000          43,000                         2002

Riverside Plaza
  Provo, UT                                2,475,000      6,891,000       9,366,000          81,000                         2002

Rivertown Crossing
  Grandville, MI                           7,246,462    142,638,252     149,884,714      14,213,762        1998--1999

Salem Center
  Salem, OR                               11,879,172     34,176,026      46,055,198         533,878                         2002

Silver Lake Mall
  Coeur d'Alene, ID                        7,612,118     21,643,852      29,255,970         397,625                         2002

Sooner Fashion Mall,
  Norman, OK                               2,580,578     40,241,626      42,822,204       5,874,115                         1996

Southlake Mall,
  Morrow, GA                               6,700,000     71,647,893      78,347,893       9,945,860                         1997

Southland Mall
Hayward, CA                                9,103,519     83,535,314      92,638,833         293,890                         2002

SouthShore Mall,
  Aberdeen, WA                               650,000     18,732,243      19,382,243       8,483,808                         1986

Southwest Plaza
  Littleton , CO                           9,000,000    129,500,513     138,500,513      14,706,704                         1998

Spokane Valley Mall
  Spokane, WA                             19,563,621     58,114,482      77,678,103         834,341                         2002

Spokane Valley Mall Plaza
  Spokane, WA                              3,558,000     10,153,000      13,711,000         116,000                         2002

Spring Hill
  West Dundee, IL                         12,400,000    118,889,102     131,289,102      13,765,020                         1998

Three Rivers Mall
  Kelso, WA                                6,986,572     21,390,417      28,376,989         367,223                         2002

Twin Falls Crossing
  Twin Falls, ID                             275,000        767,000       1,042,000           9,000                         2002

Tucson Mall
  Tucson, AZ                                      --    184,150,127     184,150,127       6,347,043                         2001

University Crossing
  Orem, UT                                 3,420,000      9,886,000      13,306,000         112,000                         2002

Valley Hills,
  Hickory, NC                              5,656,275     66,843,509      72,499,784       7,766,882                         1997


<Caption>
  Col. A                                       Col. I
  ------                                       ------




                                            Life Upon Which
                                             Depreciation in
                                            Latest Income
                                              Statement is
 Description                                    Computed
 -----------                                -----------------
<S>                                           <C>

River Hills Mall,
  Mankato, MN                                      (e)

Riverlands Shopping Center
  LaPlace, LA                                      (e)

River Pointe Plaza
  West Jordan, UT                                  (e)

Riverside Plaza
  Provo, UT                                        (e)

Rivertown Crossing
  Grandville, MI                                   (e)

Salem Center
  Salem, OR                                        (e)

Silver Lake Mall
  Coeur d'Alene, ID                                (e)

Sooner Fashion Mall,
  Norman, OK                                       (e)

Southlake Mall,
  Morrow, GA                                       (e)

Southland Mall
Hayward, CA                                        (e)

SouthShore Mall,
  Aberdeen, WA                                     (e)

Southwest Plaza
  Littleton , CO                                   (e)

Spokane Valley Mall
  Spokane, WA                                      (e)

Spokane Valley Mall Plaza
  Spokane, WA                                      (e)

Spring Hill
  West Dundee, IL                                  (e)

Three Rivers Mall
  Kelso, WA                                        (e)

Twin Falls Crossing
  Twin Falls, ID                                   (e)

Tucson Mall
  Tucson, AZ                                       (e)

University Crossing
  Orem, UT                                         (e)

Valley Hills,
  Hickory, NC                                      (e)
</Table>



                                      F-54
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.

SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2002

<Table>
<Caption>
  Col. A                                 Col. B                 Col. C                       Col. D
  ------                                 ------                 ------                       ------
                                                                                        Costs Capitalized
                                                                                            Subsequent
                                                            Initial Cost                   To Acquisition
                                                     ---------------------------    -----------------------------

                                                                       Buildings
                                                                         and          Buildings
                                      Encumbrances                    Equipment         and            Carrying
 Description                               (a)            Land           (b)          Equipment        Costs(c)
 -----------                          -------------  -------------  -------------   -------------   -------------
<S>                                   <C>            <C>            <C>             <C>             <C>

Valley Plaza Shopping Center
  Bakersfield, CA                     $   80,878,988 $   12,685,151 $  114,166,356  $    6,576,496  $     229,955

Victoria Ward, LTD
  Honolulu, HI                           148,800,000    164,006,531     89,320,759       7,384,521             --

Visalia, Mall
  Visalia, CA                                     --     16,466,000     47,699,000       5,180,758             --

West Valley Mall,
  Tracy, CA                               52,882,415      9,295,045     47,789,310      22,153,293      8,088,649

Westwood Mall
  Jackson, MI                             20,900,000      2,658,208     23,923,869       4,907,095             --

White Mountain Mall
  Rock Springs, WY                                --      2,335,000      6,520,000         204,631             --

Woodlands, Village
  Flagstaff, AZ                                   --      2,689,000      7,484,000              --             --

Yellowstone Square
  Idaho Falls, ID                                 --      1,057,000      2,943,000              --             --

First Security Place
  Boise, ID                                       --             --      3,531,000      (3,531,000)            --

Price Business Center--Commerce Park
  West Valley City, UT                            --      3,332,000      9,275,000              --             --

Price Business Center--Pioneer Square
  Salt Lake City, UT                              --      3,632,000     10,180,000          68,000             --

Price Business Center--South Main
  Salt Lake City, UT                              --      1,665,000      4,668,000          (1,000)            --

Price Business Center--Timesquare
  Salt Lake City, UT                              --      4,101,000     11,441,000       1,262,000             --

Sears--Eastbay
  Provo, UT                                       --        595,000      1,655,000              --             --

Miscellaneous Real Estate                         --      1,742,000      1,586,000         (62,100)            --
                                      -------------- -------------- --------------  --------------  -------------
  Grand Totals                        $4,592,310,795 $1,138,116,892 $4,506,288,914  $1,204,638,791  $ 118,078,397
                                      ============== ============== ==============  ==============  =============


<Caption>
  Col. A                                                 Col. E                          Col. F            Col. G       Col. H
  ------                                                 ------                          ------            ------       ------

                                                Gross Amounts at Which
                                                Carried at Close of Period
                                       -------------------------------------------


                                                        Buildings
                                                           and                         Accumulated         Date of        Date
 Description                                Land        Equipment      Total(c)(d)    Depreciation       Construction   Acquired
 -----------                           -------------  -------------   -------------   -------------      ------------   --------
<S>                                    <C>            <C>             <C>             <C>                <C>            <C>

Valley Plaza Shopping Center
  Bakersfield, CA                      $   12,685,151 $  120,972,807  $  133,657,958  $  12,682,612                         1998

Victoria Ward, LTD
  Honolulu, HI                            163,429,824     96,705,280     260,135,104      2,516,330                         2002

Visalia, Mall
  Visalia, CA                              16,867,400     52,879,758      69,747,158        768,191                         2002

West Valley Mall,
  Tracy, CA                                10,885,507     78,031,252      88,916,759     13,868,957           1995

Westwood Mall
  Jackson, MI                               3,571,204     28,830,964      32,402,168      4,572,523                         1996

White Mountain Mall
  Rock Springs, WY                          2,260,096      6,724,631       8,984,727        253,351                         2002

Woodlands, Village
  Flagstaff, AZ                             2,689,000      7,484,000      10,173,000         89,000                         2002

Yellowstone Square
  Idaho Falls, ID                           1,057,000      2,943,000       4,000,000         35,000                         2002

First Security Place
  Boise, ID                                        --             --              --             --                         2002

Price Business Center--Commerce Park
  West Valley City, UT                      3,772,000      9,275,000      13,047,000        110,000                         2002

Price Business Center--Pioneer Square
  Salt Lake City, UT                        3,632,000     10,248,000      13,880,000        121,000                         2002

Price Business Center--South Main
  Salt Lake City, UT                        1,665,000      4,667,000       6,332,000         67,000                         2002

Price Business Center--Timesquare
  Salt Lake City, UT                        3,661,000     12,703,000      16,364,000        188,000                         2002

Sears--Eastbay
  Provo, UT                                   595,000      1,655,000       2,250,000         20,000                         2002

Miscellaneous Real Estate                   1,743,000      1,523,900       3,266,900         40,000                         2002
                                       -------------- --------------  --------------  -------------
  Grand Totals                         $1,128,990,314 $5,829,006,102  $6,957,996,416  $ 798,431,080
                                       ============== ==============  ==============  =============

<Caption>
  Col. A                                     Col. I
  ------                                     ------




                                          Life Upon Which
                                           Depreciation in
                                          Latest Income
                                            Statement is
 Description                                  Computed
 -----------                              -----------------
<S>                                         <C>

Valley Plaza Shopping Center
  Bakersfield, CA                                (e)

Victoria Ward, LTD
  Honolulu, HI                                   (e)

Visalia, Mall
  Visalia, CA                                    (e)

West Valley Mall,
  Tracy, CA                                      (e)

Westwood Mall
  Jackson, MI                                    (e)

White Mountain Mall
  Rock Springs, WY                               (e)

Woodlands, Village
  Flagstaff, AZ                                  (e)

Yellowstone Square
  Idaho Falls, ID                                (e)

First Security Place
  Boise, ID                                      (e)

Price Business Center--Commerce Park
  West Valley City, UT                           (e)

Price Business Center--Pioneer Square
  Salt Lake City, UT                             (e)

Price Business Center--South Main
  Salt Lake City, UT                             (e)

Price Business Center--Timesquare
  Salt Lake City, UT                             (e)

Sears--Eastbay
  Provo, UT                                      (e)

Miscellaneous Real Estate                        (e)

  Grand Totals
</Table>



                                      F-55

<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 consist of capitalized construction-period interest and
taxes.

(d) The aggregate cost of land, buildings and equipment for federal income tax
purposes is approximately $5,953,095.


                          RECONCILIATION OF REAL ESTATE

<Table>
<Caption>

                                               2000         2001        2002
                                            ----------   ----------   ----------
<S>                                         <C>          <C>          <C>
Balance at beginning of year                $4,326,551   $4,676,740   $5,090,106

Additions                                      350,189      352,186    1,867,890

Other additions/(reductions)                        --       61,180           --
                                            ----------   ----------   ----------

Balance at close of year                    $4,676,740   $5,090,106   $6,957,996
                                            ==========   ==========   ==========
</Table>


                   RECONCILIATION OF ACCUMULATED DEPRECIATION

<Table>
<Caption>

                                                    2000       2001      2002
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Balance at beginning of year                      $376,673   $488,130   $625,544

Depreciation expense                               111,457    128,682    172,887

Other additions/(reductions)                            --      8,732         --
                                                  --------   --------   --------

Balance at close of year                          $488,130   $625,544   $798,431
                                                  ========   ========   ========
</Table>


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

<Table>

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


                                      F-56
<PAGE>
                         GENERAL GROWTH PROPERTIES, INC.


EXHIBIT INDEX

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

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

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

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



                                      S-1
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


         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)

         2(r) Purchase Agreement, dated April 17, 2002, among General Growth
Properties, Inc., GGP Limited Partnership, GGPLP L.L.C., the Goldman Sachs 2002
Exchange Place Fund, L.P. and GSEP 2002 Realty Corp. (30)

         2(s) Purchase Agreement dated April 23, 2002, among General Growth
Properties, Inc., GGP Limited Partnership, GGPLP L.L.C., the Goldman Sachs 2002
Exchange Place Fund, L.P. and GSEP 2002 Realty Corp. (30)

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

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

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

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

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

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

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

         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)



                                      S-2
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


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

         4(i) Certificate of Amendment and Restatement of Certificate of
Designations, Preferences and Rights creating 8.95% Cumulative Redeemable
Preferred Stock, Series B. (34)

         4(j) Certificate of Designations, Preferences and Rights of 8.5%
Cumulative Convertible Preferred Stock, Series C. (34)

         4(k) Certificate of Designations, Preferences and Rights of 8.5%
Cumulative Convertible Preferred Stock, Series D. (34)

         4(l) Certificate of Designations, Preferences and Rights of 8.5%
Cumulative Convertible Preferred Stock, Series E. (34)

         4(m) Certificate of Designations, Preferences and Rights of 8.5%
Cumulative Convertible Preferred Stock, Series F. (34)

         4(n) Certificate of Designations Preferences and Rights creating 8.95%
Cumulative Redeemable Preferred Stock, Series G. (30)

         4(o) Certificate of Designations Preferences and Rights creating 7.0%
Cumulative Redeemable Preferred Stock, Series H.

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

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

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

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

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

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

         10(b) First Amendment to Second Amended and Restated Agreement of
Limited Partnership of GGP Limited Partnership, dated as of June 10, 1998.



                                      S-3
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


         10(c) Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of GGP Limited Partnership, dated as of June 29, 1998.

         10(d) Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of GGP Limited Partnership, dated as of February 15, 2002.
(34)

         10(e) Amendment to Second Amended and Restated Agreement of Limited
Partnership of GGP Limited Partnership, dated as of April 24, 2002. (34)

         10(f) Fourth Amendment to Second Amended and Restated Agreement of
Limited Partnership of GGP Limited Partnership, dated as of July 10, 2002. (34)

         10(g) Amendment to Second Amended and Restated Agreement of Limited
Partnership of GGP Limited Partnership, dated as of November 27, 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         10(v) Second Amended and Restated Operating Agreement of GGPLP L.L.C.,
dated April 17, 2002. (30)

         10(w) First Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C., dated April 23, 2002. (30)



                                      S-4
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


         10(x) Second Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C. dated May 13, 2002. (31)

         10(y) Third Amendment to the Second Amended and Restated Operating
Agreement of GGPLP L.L.C., dated October 30, 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         10(qq) 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)



                                      S-5
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.

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

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

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

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

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

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

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

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

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

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

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

         10(eee) Registration Rights Agreement, dated April 17, 2002, between
General Growth Properties, Inc. and GSEP 2002 Realty Corp. (30)

         10(fff) Term Credit Agreement, dated as of July 10, 2002, between GGPLP
L.L.C., Dresdner Bank AG, New York Branch and Bank of America, N.A. (32)

         10(ggg) Agreement and Plan of Merger among General Growth Properties,
Inc., GGP Limited Partnership, GGP Acquisition, L.L.C., GGP Acquisition II,
L.L.C., JP Realty, Inc., and Price Development Company, Limited Partnership,
dated as of March 3, 2002. (33)

         10(hhh) Voting Agreement, dated as of March 3, 2002. (33)

         10(iii) Joinder to Voting Agreement, dated as of June 14, 2002. (34)

         10(jjj) Redemption Rights Agreement (Common Units), dated July 10,
2002, by and among GGP Limited Partnership, General Growth Properties, Inc. and
the persons listed on the signature pages thereof. (34)

         10(kkk) Redemption Rights Agreement (Series B Preferred Units), dated
July 10, 2002, by and among GGP Limited Partnership, General Growth Properties,
Inc. and the persons listed on the signature pages thereof. (34)



                                      S-6
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


         10(lll) Redemption Rights Agreement (Series C Preferred Units), dated
November 27, 2002, by and among GGP Limited Partnership, General Growth
Properties, Inc. and JSG, LLC.

         10(mmm) Redemption Rights Agreement (Common Units), dated November 27,
2002, by and among GGP Limited Partnership, General Growth Properties, Inc. and
JSG, LLC.

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


         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.

         99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-John Bucksbaum.

         99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002-Bernard Freibaum.

         (*) 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.



                                      S-7
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (25) Previously filed as an exhibit to the Company's 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.



                                      S-8
<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.


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

         (30) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q dated May 10, 2002, incorporated herein by reference.

         (31) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q dated August 13, 2002, incorporated herein by reference.

         (32) Previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q dated November 12, 2002, incorporated herein by reference.

         (33) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated March 3, 2002, incorporated herein by reference.

         (34) Previously filed as an exhibit to the Company's Current Report on
Form 8-K dated July 10, 2002, incorporated herein by reference.



                                      S-9