8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)
August 1, 2005

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)

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

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Certain Supplemental Financial Information

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 1, 2005, General Growth Properties, Inc. ("GGP") issued a press release describing its results of operations for its quarter and six months ended June 30, 2005. A copy of the press release (included as pages 4-15 of the GGP supplemental information described in Item 7.01 below) is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE.

On August 1, 2005, General Growth Properties, Inc. made available on its website, certain supplemental financial information (including the press release described in Item 2.02 above) regarding its operations as of and for the quarters and six months ended June 30, 2005 and 2004. A copy of such information is being furnished as Exhibit 99.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.		Description
	99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Reports Second Quarter Results,” dated August 1, 2005 (furnished herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC.
By:	/s/ Bernard Freibaum
	Bernard Freibaum
	Executive Vice President and Chief Financial Officer

Date: August 1, 2005

EXHIBIT INDEX

Exhibit
Number		Name
	99.1	Certain supplemental financial information and press release titled “General Growth Properties, Inc. Reports Second Quarter Results,” dated August 1, 2005 (furnished herewith).

EX-99.1

EXHIBIT 99.1

General Growth Properties, Inc.

Supplemental Financial Information

For the three and six months ended June 30, 2005

Supplemental Financial/Operational Data
June 30, 2005
Table of Contents

Corporate Overview	1 — 3
Corporate Profile	1
Corporate Overview	1
Stock Listing	1
Calendar of Events	1
Current Dividend	1
Investor Relations	1
Transfer Agent	1
Debt Ratings	1
Ownership Structure as of June 30, 2005	2
Total Market Capitalization	2
Research Coverage	3
Second Quarter 2005 Earnings Announcement	4 — 15
Supplemental Financial Data	16 — 32
Summary Financial Information, Earnings Measures and Retained FFO	16
Trailing Twelve Month EBITDA and Coverage Ratios	17
Computation of Comparable Property NOI Growth	18
Community Development Net Operating Income	19
Capital Information	20
Changes in Common Share and Unit Ownership	21
Common Dividend History	22
Debt Maturity and Current Average Interest Rate Summary	23
Summary of Outstanding Debt	24-31
Other Assets and Liabilities Detail	32
Supplemental Operational Data	33 — 38
Operating Statistics & Certain Financial Information	33
Portfolio GLA, Occupancy, Sales & Rent Data	34
Occupancy, Straight Line Rent, SFAS #141 & 142 and Tenant Allowances	35
Real Estate Net Operating Income by Geographic Area	36
Real Estate Net Operating Income by Categorization	37
Lease Expiration Schedule and Lease Termination Income at Share	38
Major Developments, Expansions & Acquisitions	39 — 42
Development in Progress	39
Developments and Expansions over $10 million	40 — 41
Acquisitions	42

Corporate Overview

All information included in this supplemental package is unaudited, unless otherwise indicated.

This report may contain forward-looking statements that involve risks and uncertainties. All
statements other than statements of historical fact are statements that may be deemed
forward-looking statements, which are subject to a number of risks, uncertainties and assumptions.
Readers are referred to the documents filed by the company with the SEC, specifically the most
recent reports on Form 10-Q and 10-K, which identify important risk factors and estimates which
could cause actual results to differ from those contained in the forward-looking statements.

Corporate Profile

General Growth Properties (GGP) and its predecessor companies have been in the shopping center business for fifty years. It is the second largest US based publicly traded Real Estate Investment Trust (REIT) in the United States. GGP owns, develops, operates and/or manages shopping malls in 44 states. As of August 1, 2005, GGP has ownership interests in, or management responsibility for 210 regional shopping malls totaling approximately 200 million square feet of retail space, as well as ownership in planned community developments and commercial office buildings.

Since going public in 1993, GGP has reported the highest per share funds from operations (FFO) growth in the regional mall sector at 16% on a compounded annualized basis. With a capitalization of approximately $35.5 billion, GGP delivers consistent earnings growth and dividend increases. Average occupancy at June 30, 2005 was 90.7% and sales per square foot were $421. The Bucksbaum family, which founded GGP, is still engaged in the operation of the company’s day-to-day business activities. The senior management together with a majority of its nearly 6,000 employees own approximately 30% of the company.

Corporate Overview

The corporate mission of GGP is to create shareholder value and return by acquiring, developing, renovating, and managing primarily retail properties and by generating cash flow from land sales in master planned communities. The company provides investors an opportunity to participate in the ownership of high quality income producing real estate while, at the same time, maintaining liquidity. The company’s primary objective is to provide consistently increasing dividends and capital appreciation for its shareholders.

The corporate vision of GGP is to be a CUSTOMer built company, giving our C.O.R.E customers what they want, when they want it and where they want it. We are custom-built and customer-focused on our key audiences:

C Consumer
O Owners
R Retailers
E Employes

Whether you’re a shopper, shareholder, a retailer or an employee, GGP is CUSTOMer built for you.

Stock Listing

Common Stock

NYSE: GGP

Calendar of Events
Quarter End — Third Quarter 2005	September 30, 2005
Earnings Release — After the Market Close	October 31, 2005
Quarterly Conference Call — 9:00 am CST	November 1, 2005

Current Dividend

General Growth Properties, Inc. declared its third dividend for 2005 in the amount of $0.36 per share, payable to common stock shareholders of record on July 15, 2005, with payment on July 29, 2005. The current dividend represents an increase of 20% over the dividend of $0.30 per share paid for the same period last year. GGP reviews its dividend payments annually, usually prior to the fourth quarter dividend announcement, which is typically made in early October. GGP has, as a result of this review, raised its dividend every year since going public in April of 1993 when the (split-adjusted) initial quarterly dividend was approximately $0.12 per share. These annual increases have allowed GGP to grow its dividend at a compound annual growth rate of 9.5% since going public. GGP has increased its dividend an average of 20% per year for the last four years.

Investor Relations	Transfer Agent
Tim Goebel	Mellon Investor Services, LLC
Director, Investor Relations	Shareholder Relations
General Growth Properties	P.O. Box 3315
110 North Wacker Drive	South Hackensack, NJ 07606
Chicago, IL 60606	(888) 395-8037
(312) 960-5199	(201) 329-8660
(312) 960-5475
timothy.goebel@generalgrowth.com

Debt Ratings
Standard & Poors — Corporate Rating	BBB -
Standard & Poors — Senior Debt Rating	BB +
Standard & Poors — Rouse Bonds Rating	BB +
Moody’s — Senior Debt Rating	Ba2
Moody’s — Rouse Bonds Rating	Ba1
Please visit the GGP web site for additional information:	www.generalgrowth.com

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Ownership Structure as of June 30, 2005

Total Market Capitalization - As Measured by Stock Price (dollars in thousands)		6/30/2005
Total Portfolio Debt (Company consolidated debt plus applicable share from unconsolidated affiliates) (a)	$23,251,548

Perpetual Preferred Units	Issuer’s Earliest Redemption Date
Perpetual Preferred Units at 8.25%	N/A	$	5,000
Perpetual Preferred Units at 8.95%	4/23/2007		60,000
			65,000
Convertible Preferred Units
Convertible Preferred Units at 6.50%			26,637
Convertible Preferred Units at 7.00%			53,931
Convertible Preferred Units at 8.50%			69,142
			149,710
Other Preferred Stock			361
Total Preferred Securities				$	215,071
Common Stock and Common Operating Partnership Units
Stock market value of 238 million shares of common stock and 53.7 million shares of operating partnership common units (which are convertible into an equal number of shares of common stock) — outstanding at end of period				$	11,987,764
Total Market Capitalization at end of period				$	35,454,383

(a) Excludes purchase accounting mark-to-market adjustments of approximately $167.1 million and a $23.3 million minority interest adjustment related to Provo Mall and Spokane Mall.

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Research Coverage

The following list of research coverage and contact information is included for informational purposes only. The company does not review any third party advice or investment or research report and therefore expressly does not adopt or endorse any such advice or report.

Banc of America Securities	Ross Nussbaum	(212) 847-5668
	Christy McElroy	(212) 847-5658
Bear Stearns	Amy Young	(212) 272-3523
	Ross Smotrich	(212) 272-8046
Deutsche Bank	Louis Taylor	(212) 250-4912
	Chris Capolongo	(212) 250-7726
Friedman Billings Ramsey	Paul Morgan	(415) 874-3412
Goldman Sachs	Carey Callaghan	(212) 902-4351
	Dennis Maloney	(212) 902-1970
Greenstreet Advisors	Greg Andrews	(949) 640-8780
J.P. Morgan	Michael Mueller	(212) 622-6689
	Joshua Bederman	(212) 622-6530
Lehman Brothers	David B. Harris	(212) 526-1790
	David Toti	(212) 526-2002
McDonald Investments	Richard C. Moore	(216) 443-2815
Merrill Lynch	Steve Sakwa	(212) 449-0335
	Craig Schmidt	(212) 449-1944
Morgan Stanley Dean Witter	Matt Ostrower	(212) 761-6284
Prudential Securities	James Sullivan	(212) 778-2515
	Robert Belzer	(212) 778-1441
RBC Capital	Jay Leupp	(415) 633-8588
SalomonSmithBarney	Jonathan Litt	(212) 816-0231
	Michael Bilerman	(212) 816-1383
UBS Warburg	Ian Weissman	(212) 713-8602
Wachovia	Jeff Donnelly	(617) 603-4262
	Eric Rothman	(617) 603-4263

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Second Quarter Earnings Announcement

August 1, 2005

News Release	General Growth Properties, Inc.
	110 North Wacker Drive
	Chicago, IL 60606
	(312) 960-5000
	FAX (312) 960-5475

FOR IMMEDIATE RELEASE	CONTACT:	John Bucksbaum
		312/960-5005
		Bernie Freibaum
		312/960-5252

GENERAL GROWTH PROPERTIES, INC. REPORTS SECOND QUARTER RESULTS

Chicago, Illinois, August 1, 2005 — General Growth Properties, Inc. (NYSE: GGP) today announced second quarter 2005 results. Earnings per share – diluted (EPS) were $.01 for the second quarter of 2005 as compared to $.23 in the second quarter of 2004. Fully diluted Funds From Operations per share (FFO) were $.71 for the second quarter of 2005, a 16.6% increase over the $.61 reported in the comparable period of 2004.

“Our operating results for the second quarter of 2005 continue to show improvements from the expanded and more valuable platform represented by the combined operations of The Rouse Company and General Growth,” reported the Chief Executive Officer of General Growth Properties, John Bucksbaum. “Although pleased with our progress to date, we continue to expect more benefits and synergies to be realized in the years ahead.”

FINANCIAL AND OPERATIONAL HIGHLIGHTS

§

EPS in the second quarter of 2005 were $.01 per share versus $.23 in the comparable period of 2004. Depreciation expense in the second quarter of 2005 was $173.5 million or $.73 per share versus $85.8 million or $.39 per share in 2004.

§

FFO increased to $.71 in the second quarter of 2005, 16.6% above the $.61 reported in the second quarter of 2004. Total Funds From Operations for the quarter increased 24% to $207.6 million, from $167.0 million in the second quarter of 2004. The effects of non-cash rental revenue recognized pursuant to SFAS No. 141 and 142 resulted in approximately $7.5 million or $.03 of FFO in the second quarter of 2005 and $8.3 million or $0.03 in the comparable period of 2004. Non-cash ground rent expense recognized pursuant to SFAS No. 141 and 142, all of which was attributable to The Rouse Company acquisition, resulted in a reduction of approximately $2.0 million or approximately $.01 of FFO in the second quarter of

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2005. Straight-line rent resulted in approximately $10.2 million or $.03 of FFO in the second quarter of 2005, versus $4.0 million or $.01 in the same period of 2004.

§

FFO Guidance for 2005 remains estimated to be at least $3.13 per share. As future short term interest rates still cannot be accurately estimated, the Company will maintain this method of guidance (rather than guidance in a low to high range) until the Federal Reserve Board discontinues its measured increases of interest rates, or until such earlier time, if applicable, that the Company estimates that full year 2005 FFO per share could be below $3.13.

SEGMENT RESULTS

The Company is presenting its operations for 2005 in two business segments, Retail and Other, and Community Development. As the Community Development properties were acquired in November 2004, only one operating segment has been presented for 2004.

Retail and Other Segment

§	Real estate property net operating income (NOI) from consolidated properties for the second quarter of 2005 increased to $414.7 million, 73.4% above the $239.2 million reported in the second quarter of 2004.
	NOI from unconsolidated properties, at the Company’s ownership share, for the quarter increased 48.4% to $96.8 million, compared to $65.3 million in the second quarter of 2004.
§	Revenues from consolidated properties were $628.8 million for the quarter, an increase of 77.0% compared to $355.2 million for the same period in 2004.
	Revenues from unconsolidated properties, at the Company’s ownership share, for the quarter increased 59.7% to $158.7 million, compared to $99.4 million in the second quarter of 2004.
§	Total tenant sales and comparable tenant sales, both on a trailing 12 month basis at June 2005, increased 5.4% and 3.3%, respectively, compared to the same period last year.
§	Comparable NOI from consolidated properties in the second quarter of 2005 increased by 4.6% compared to the same period last year.
	Comparable NOI from unconsolidated properties at the Company’s ownership share for the quarter increased by approximately 9.9% compared to the second quarter of 2004.
§	Retail Center occupancy was 90.7% at both June 30, 2005 and 2004.
§	Sales per square foot for second quarter 2005 were $421 versus $369 in the second quarter of 2004.

5

§

Average rent

For consolidated properties, average rent per square foot for new/renewal leases signed during the quarter was $36.75 versus $32.40 for 2004. For unconsolidated properties, average rent per square foot for new/renewal leases signed in the second quarter of 2005 was $39.32 versus $35.27 for 2004. Average rent for consolidated properties leases expiring in 2005 was $29.63 versus $25.69 in 2004. For unconsolidated properties, average rent for leases expiring in 2005 was $32.31 compared to $32.35 in 2004.

Community Development Segment

§	NOI for the three months ended June 30, 2005 for the properties in the Community Development segment was $20.0 million for consolidated properties and $9.7 million for unconsolidated properties. Substantially all of the Company’s $14.1 million in income taxes for the three months ended June 30, 2005 was attributable to the Community Development segment.
§	Land sale revenues for the three months ended June 30, 2005 were approximately $114.3 million for consolidated properties and approximately $28.7 million for unconsolidated properties, amounts which represent approximately a 28% increase over the revenues achieved by The Rouse Company in the three months ended June 30, 2004.

CONFERENCE CALL/WEBCAST

The Company will host a live Webcast of its conference call regarding this announcement on our Web site, www.generalgrowth.com. This Webcast will take place on Tuesday, August 2, 2005, at 10:00 a.m. Eastern Time (9:00 a.m. CT, 7:00 a.m. PT). The Webcast can be accessed by selecting the conference call icon on the GGP home page.

The Company is the second largest U.S.-based publicly traded Real Estate Investment Trust (REIT). The Company currently has ownership interest and management responsibility for a portfolio of 210 regional shopping malls in 44 states, as well as ownership in planned community developments and commercial office buildings. The Company portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol GGP. For more information, please visit the Company Web site at http://www.generalgrowth.com.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS
FUNDS FROM OPERATIONS

The Company, consistent with real estate industry and investment community preferences, uses Funds From Operations as a supplemental measure of operating performance for a REIT. The National Association of Real Estate Investment Trusts

6

(NAREIT) defines Funds From Operations as net income (loss) (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

The Company considers Funds From Operations a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties. Funds From Operations does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that Funds From Operations provides investors with a clearer view of the Company’s operating performance.

In order to provide a better understanding of the relationship between Funds From Operations and GAAP net income, a reconciliation of Funds From Operations to GAAP net income is provided. Funds From Operations does not represent cash flow from operating activities in accordance with GAAP, should not be considered as an alternative to GAAP net income and is not necessarily indicative of cash available to fund cash needs. In addition, the Company has presented Funds From Operations on a consolidated and unconsolidated basis (at the Company’s ownership share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and Funds From Operations produced by such investments for the Company as a whole.

REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND COMPARABLE NOI

The Company believes that Real Estate Property Net Operating Income (NOI) is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as operating revenues from continuing operations (rental income, land sales, tenant recoveries and other income) less property and related expenses from continuing operations (real estate taxes, land sales operating costs, repairs and maintenance, marketing and other property expenses). As with FFO described above, NOI has been reflected on a consolidated and unconsolidated basis (at the Company’s ownership share). Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.

Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization, gains and losses from property dispositions, discontinued operations, and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations

7

from trends in occupancy rates, rental rates, land values and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.

In addition, management believes that real estate NOI provides useful information to the investment community about the Company’s operating performance. However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance. For reference and as an aid in understanding of management’s computation of NOI, a reconciliation of real estate NOI to income from operations as computed in accordance with GAAP is presented.

Comparable NOI excludes from both years the NOI of properties with significant physical or merchandising changes and those properties acquired or opened during the relevant comparative accounting periods.

PROPERTY INFORMATION

The Company has presented information on its consolidated and unconsolidated properties separately in the accompanying financial schedules. As a significant portion of the Company’s total operations are structured as joint venture arrangements which are unconsolidated, management of the Company believes that operating data with respect to all properties owned provides important insights into the income produced by such investments for the Company as a whole. In addition, the individual items of revenue and expense for the unconsolidated properties have been presented at the Company’s ownership share of such unconsolidated ventures. As the management operating philosophies and strategies are the same regardless of ownership structure, an aggregate presentation of NOI and other operating statistics yields a more accurate representation of the relative size and significance of the elements of the Company’s overall operations.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, including our FFO guidance. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, the retail market, tenant occupancy and tenant bankruptcies, the level of our indebtedness and interest rates, market conditions and land sales in the Community Development segment, and our ability to successfully manage our growth. Readers are referred to the documents filed by General Growth Properties, Inc. with the SEC, specifically the most recent report on Form 10-Q, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

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GENERAL GROWTH PROPERTIES, INC.

PORTFOLIO RESULTS
(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Funds From Operations (FFO)
Operating Partnership	$	207,588		$	167,026		$	417,203		$	330,727
Less: Allocations to Operating Partnership unitholders		38,232			33,935			77,925			67,302
Company stockholders	$	169,356		$	133,091		$	339,278		$	263,425
FFO per share:
Company stockholders — basic	$	0.71		$	0.61		$	1.43		$	1.21
Operating Partnership — basic		0.71			0.61			1.43			1.21
Operating Partnership — diluted		0.71			0.61			1.43			1.21
Weighted average number of Company shares outstanding:
Basic		237,854			218,075			236,838			217,814
Basic (assuming full conversion of Operating Partnership units)		291,550			273,678			291,235			273,464
Diluted (assuming full conversion of Operating Partnership units)		292,618			274,485			292,100			274,300
Portfolio Results
Total property revenues	$	743,178		$	355,215		$	1,432,736		$	697,173
Total property operating expenses		(308,464	)		(116,025	)		(576,275	)		(223,229	)
Equity in real estate property net operating income of Unconsolidated Properties		106,565			65,266			207,791			130,076
Real estate property net operating income		541,279			304,456			1,064,252			604,020
Net property management fees and costs		763			2,310			(733	)		2,169
Headquarters/regional costs, general and administrative and depreciation on non-income producing assets		(27,884	)		(12,276	)		(47,398	)		(23,474	)
Net interest expense		(242,353	)		(90,094	)		(485,164	)		(176,764	)
Income taxes		(14,061	)		(382	)		(12,754	)		(389	)
Equity in other FFO of Unconsolidated Properties		(42,097	)		(27,095	)		(83,267	)		(54,225	)
Preferred unit distributions		(8,059	)		(9,893	)		(17,733	)		(20,610	)
FFO — Operating Partnership	$	207,588		$	167,026		$	417,203		$	330,727

Summarized Balance Sheet Information	June 30,		December 31,
(In thousands)	2005		2004
Cash and cash equivalents	$	50,549	$	39,581
Investment in real estate:
Net land, buildings and equipment	$	19,415,587	$	19,657,322
Developments in progress		635,739		559,969
Investment in and loans to/from Unconsolidated Real Estate Affiliates		1,852,770		1,945,541
Investment land and land held for development and sale		1,641,352		1,638,013
Net investment in real estate	$	23,545,448	$	23,800,845
Total assets	$	25,501,519	$	25,718,625
Mortgage and other property debt payable	$	20,458,401	$	20,310,947
Minority interest — Preferred		215,071		403,161
Minority interest — Common		476,727		551,282
Stockholders’ equity		2,044,244		2,143,150
Total capitalization (at cost)	$	23,194,443	$	23,408,540

9

GENERAL GROWTH PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Revenues:
Minimum rents	$	409,398		$	231,724		$	819,882		$	453,419
Tenant recoveries		183,718			105,469			365,725			207,690
Overage rents		9,700			4,703			23,286			13,054
Land sales		114,345			—			175,751			—
Management and other fees		23,252			20,163			42,815			38,864
Other		26,450			12,316			48,937			21,172
Total revenues		766,863			374,375			1,476,396			734,199
Expenses:
Real estate taxes		52,781			28,848			106,285			56,970
Repairs and maintenance		50,206			25,320			104,023			49,956
Marketing		12,530			10,515			24,898			20,955
Other property operating costs		94,341			48,777			184,362			89,998
Land sales operations		94,348			—			148,195			—
Provision for doubtful accounts		4,258			2,565			8,512			5,350
Property management and other costs		43,484			24,312			78,121			49,324
General and administrative		3,635			2,812			6,446			5,002
Depreciation and amortization		173,075			85,757			336,384			158,660
Total expenses		528,658			228,906			997,226			436,215
Operating income		238,205			145,469			479,170			297,984
Interest income		2,489			366			4,706			783
Interest expense		(244,842	)		(90,460	)		(489,870	)		(177,547	)
Income taxes		(14,061	)		(382	)		(12,754	)		(389	)
Income allocated to minority interests		(8,786	)		(22,900	)		(21,642	)		(48,338	)
Equity in income of unconsolidated affiliates		29,647			18,154			56,107			36,084
Income from continuing operations		2,652			50,247			15,717			108,577
Income from discontinued operations, net of minority interest		—			901			—			1,694
Net income	$	2,652		$	51,148		$	15,717		$	110,271
Basic earnings per share:
Continuing operations	$	0.01		$	0.23		$	0.07		$	0.50
Discontinued operations		—			0.01			—			0.01
Total basic earnings per share	$	0.01		$	0.24		$	0.07		$	0.51
Diluted earnings per share:
Continuing operations	$	0.01		$	0.22		$	0.07		$	0.49
Discontinued operations		—			0.01			—			0.01
Total diluted earnings per share	$	0.01		$	0.23		$	0.07		$	0.50

10

GENERAL GROWTH PROPERTIES, INC.

BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS
(In thousands)

	Three Months Ended
	June 30, 2005
	Consolidated			Unconsolidated
	Properties			Properties (a)
Property revenues:
Minimum rents (b)	$	409,398		$	93,348
Tenant recoveries		183,718			44,867
Overage rents		9,700			1,140
Land sales		114,345			28,656
Other		26,017			19,371
Total property revenues		743,178			187,382
Property operating expenses:
Real estate taxes		52,781			13,762
Repairs and maintenance		50,206			10,158
Marketing		12,530			3,627
Other property operating costs (e)		94,341			33,670
Land sales operations		94,348			18,932
Provision for doubtful accounts		4,258			668
Total property operating expenses		308,464			80,817
Real estate property net operating income		434,714			106,565
Management and other fees		23,252			—
Property management and other costs		(22,489	)		—
Headquarters/regional costs (d)		(20,995	)		(7,321	)
General and administrative		(3,635	)		(576	)
Depreciation on non-income producing assets, including headquarters buildings		(3,254	)		—
Interest income		2,489			940
Interest expense		(238,611	)		(34,048	)
Amortization of deferred finance costs		(2,250	)		(860	)
Debt extinguishment costs		(3,981	)		(232	)
Income taxes		(14,061	)		—
Preferred unit distributions		(8,059	)		—
Funds From Operations	$	143,120		$	64,468		$	207,588
Equity in Funds From Operations of Unconsolidated Properties		64,468			(64,468	)		—
Operating Partnership Funds From Operations	$	207,588		$	—		$	207,588

	Three Months Ended
	June 30, 2004
	Consolidated			Unconsolidated
	Properties			Properties (a)
Property revenues:
Minimum rents (b)	$	231,724		$	65,969
Tenant recoveries		105,469			30,821
Overage rents		4,703			559
Other (c)		13,319			2,030
Total property revenues		355,215			99,379
Property operating expenses:
Real estate taxes		28,848			8,725
Repairs and maintenance		25,320			7,271
Marketing		10,515			3,288
Other property operating costs		48,777			14,279
Provision for doubtful accounts		2,565			550
Total property operating expenses		116,025			34,113
Real estate property net operating income		239,190			65,266
Management and other fees		20,163			—
Property management and other costs		(17,853	)		—
Headquarters/regional costs (d)		(6,459	)		(5,617	)
General and administrative		(2,812	)		(384	)
Depreciation on non-income producing assets, including headquarters buildings		(3,005	)		—
Interest income		366			340
Interest expense		(86,808	)		(20,882	)
Amortization of deferred finance costs		(2,544	)		(476	)
Debt extinguishment costs		(1,108	)		(76	)
Income taxes		(382	)		—
Preferred unit distributions		(9,893	)		—
Funds From Operations		128,855			38,171		$	167,026
Equity in Funds From Operations of Unconsolidated Properties		38,171			(38,171	)		—
Operating Partnership Funds From Operations	$	167,026		$	—		$	167,026

(a)	Reflect revenues and expenses of Unconsolidated Properties at Operating Partnership’s ownership share of such items.
(b)	Minimum rents includes the following:

	Consolidated		Unconsolidated
	Properties		Properties
2005
Straight-line rent	$	7,892	$	2,305
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		6,716		770
2004
Straight-line rent	$	3,005	$	1,026
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		6,476		1,861

(c)	Includes net FFO of investment property sold of $2,675.
(d)	Headquarters/regional costs for the Unconsolidated Properties include property management and other fees to General Growth Management, Inc. and the Rouse Management Company, Inc.
(e)	Includes non-cash ground rent expense pursuant to SFAS #141 and #142

Consolidated		Unconsolidated
Properties		Properties
$	1,778	$	154

11 

GENERAL GROWTH PROPERTIES, INC.

BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS
(In thousands)

	Six Months Ended
	June 30, 2005
	Consolidated			Unconsolidated
	Properties			Properties (a)
Property revenues:
Minimum rents (b)	$	819,882		$	190,016
Tenant recoveries		365,725			88,591
Overage rents		23,286			2,867
Land sales		175,751			37,223
Other		48,092			34,336
Total property revenues		1,432,736			353,033
Property operating expenses:
Real estate taxes		106,285			27,440
Repairs and maintenance		104,023			21,082
Marketing		24,898			7,216
Other property operating costs (e)		184,362			63,189
Land sales operations		148,195			24,590
Provision for doubtful accounts		8,512			1,725
Total property operating expenses		576,275			145,242
Real estate property net operating income		856,461			207,791
Management and other fees		42,815			—
Property management and other costs		(43,548	)		—
Headquarters/regional costs (d)		(34,573	)		(14,537	)
General and administrative		(6,446	)		(817	)
Depreciation on non-income producing assets, including headquarters buildings		(6,379	)		—
Interest income		4,706			1,709
Interest expense		(481,015	)		(67,882	)
Amortization of deferred finance costs		(4,242	)		(1,508	)
Debt extinguishment costs		(4,613	)		(232	)
Income taxes		(12,754	)		—
Preferred unit distributions		(17,733	)		—
Funds From Operations		292,679			124,524		$	417,203
Equity in Funds From Operations of Unconsolidated Properties		124,524			(124,524	)		—
Operating Partnership Funds From Operations	$	417,203		$	—		$	417,203

	Six Months Ended
	June 30, 2004
	Consolidated			Unconsolidated
	Properties			Properties (a)
Property revenues:
Minimum rents (b)	$	453,419		$	130,794
Tenant recoveries		207,690			62,551
Overage rents		13,054			1,372
Other (c)		23,010			3,544
Total property revenues		697,173			198,261
Property operating expenses:
Real estate taxes		56,970			17,901
Repairs and maintenance		49,956			14,746
Marketing		20,955			6,580
Other property operating costs		89,998			27,703
Provision for doubtful accounts		5,350			1,255
Total property operating expenses		223,229			68,185
Real estate property net operating income		473,944			130,076
Management and other fees		38,864			—
Property management and other costs		(36,695	)		—
Headquarters/regional costs (d)		(12,629	)		(11,209	)
General and administrative		(5,002	)		(527	)
Depreciation on non-income producing assets, including headquarters buildings		(5,843	)		—
Interest income		783			749
Interest expense		(165,742	)		(41,527	)
Amortization of deferred finance costs		(5,618	)		(1,204	)
Debt extinguishment costs		(6,187	)		(507	)
Income taxes		(389	)		—
Preferred unit distributions		(20,610	)		—
Funds From Operations		254,876			75,851		$	330,727
Equity in Funds From Operations of Unconsolidated Properties		75,851			(75,851	)		—
Operating Partnership Funds From Operations	$	330,727		$	—		$	330,727

(a)	Reflect revenues and expenses of Unconsolidated Properties at Operating Partnership’s ownership share of such items.
(b)	Minimum rents includes the following:

	Consolidated		Unconsolidated
	Properties		Properties
2005
Straight-line rent	$	22,915	$	8,714
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		14,347		1,569
2004
Straight-line rent	$	5,120	$	1,849
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		12,033		3,703

(c)	Includes net FFO of investment property sold in 2004 of $1,420.
(d)	Headquarters/regional costs for the Unconsolidated Properties include property management and other fees to General Growth Management, Inc. and the Rouse Management Company, Inc.
(e)	Includes non-cash ground rent expense pursuant to SFAS #141 and #142

Consolidated		Unconsolidated
Properties		Properties
$	3,635	$	308

12 

GENERAL GROWTH PROPERTIES, INC.

SEGMENT RESULTS

(In thousands)

	Three Months Ended						Three Months Ended
	June 30, 2005						June 30, 2004
	Retail		Community				Retail
(In thousands)	and Other		Development		Total		and Other
Segment Basis (a)
Property revenues:
Minimum rents	$	502,746	$	—	$	502,746	$	297,693
Tenant recoveries		228,585		—		228,585		136,290
Overage rents		10,840		—		10,840		5,262
Land sales		—		143,001		143,001		—
Other		45,388		—		45,388		15,349
Total property revenues		787,559		143,001		930,560		454,594
Property operating expenses:
Real estate taxes		66,543		—		66,543		37,573
Repairs and maintenance		60,364		—		60,364		32,591
Marketing		16,157		—		16,157		13,803
Other property operating costs		128,010		1		128,011		63,056
Land sales operations		—		113,280		113,280		—
Provision for doubtful accounts		4,926		—		4,926		3,115
Total property operating expenses		276,000		113,281		389,281		150,138
Real estate property net operating income	$	511,559	$	29,720	$	541,279	$	304,456
Unconsolidated Properties
Property revenues:
Minimum rents	$	93,348	$	—	$	93,348	$	65,969
Tenant recoveries		44,867		—		44,867		30,821
Overage rents		1,140		—		1,140		559
Land sales		—		28,656		28,656		—
Other		19,371		—		19,371		2,030
Total property revenues		158,726		28,656		187,382		99,379
Property operating expenses:
Real estate taxes		13,762		—		13,762		8,725
Repairs and maintenance		10,158		—		10,158		7,271
Marketing		3,627		—		3,627		3,288
Other property operating costs		33,670		—		33,670		14,279
Land sales operations		—		18,932		18,932		—
Provision for doubtful accounts		668		—		668		550
Total property operating expenses		61,885		18,932		80,817		34,113
Real estate property net operating income	$	96,841	$	9,724	$	106,565	$	65,266
Consolidated Properties
Property revenues:
Minimum rents	$	409,398	$	—	$	409,398	$	231,724
Tenant recoveries		183,718		—		183,718		105,469
Overage rents		9,700		—		9,700		4,703
Land sales		—		114,345		114,345		—
Other		26,017		—		26,017		13,319
Total property revenues		628,833		114,345		743,178		355,215
Property operating expenses:
Real estate taxes	$	52,781		—		52,781		28,848
Repairs and maintenance		50,206		—		50,206		25,320
Marketing		12,530		—		12,530		10,515
Other property operating costs		94,340		1		94,341		48,777
Land sales operations		—		94,348		94,348		—
Provision for doubtful accounts		4,258		—		4,258		2,565
Total property operating expenses		214,115		94,349		308,464		116,025
Real estate property net operating income	$	414,718	$	19,996	$	434,714	$	239,190

(a) Segment basis results include both Consolidated Properties and the Operating Partnership’s ownership share of the results of operations of Unconsolidated Properties.

13 

GENERAL GROWTH PROPERTIES, INC.

SEGMENT RESULTS

(In thousands)

	Six Months Ended						Six Months Ended
	June 30, 2005						June 30, 2004
	Retail		Community				Retail
(In thousands)	and Other		Development		Total		and Other
Segment Basis (a)
Property revenues:
Minimum rents	$	1,009,898	$	—	$	1,009,898	$	584,213
Tenant recoveries		454,316		—		454,316		270,241
Overage rents		26,153		—		26,153		14,426
Land sales		—		212,974		212,974		—
Other		82,427		1		82,428		26,554
Total property revenues		1,572,794		212,975		1,785,769		895,434
Property operating expenses:
Real estate taxes		133,725		—		133,725		74,871
Repairs and maintenance		125,105		—		125,105		64,702
Marketing		32,114		—		32,114		27,535
Other property operating costs		247,549		2		247,551		117,701
Land sales operations		—		172,785		172,785		—
Provision for doubtful accounts		10,237		—		10,237		6,605
Total property operating expenses		548,730		172,787		721,517		291,414
Real estate property net operating income	$	1,024,064	$	40,188	$	1,064,252	$	604,020
Unconsolidated Properties
Property revenues:
Minimum rents	$	190,016	$	—	$	190,016	$	130,794
Tenant recoveries		88,591		—		88,591		62,551
Overage rents		2,867		—		2,867		1,372
Land sales		—		37,223		37,223		—
Other		34,336		—		34,336		3,544
Total property revenues		315,810		37,223		353,033		198,261
Property operating expenses:
Real estate taxes		27,440		—		27,440		17,901
Repairs and maintenance		21,082		—		21,082		14,746
Marketing		7,216		—		7,216		6,580
Other property operating costs		63,189		—		63,189		27,703
Land sales operations		—		24,590		24,590		—
Provision for doubtful accounts		1,725		—		1,725		1,255
Total property operating expenses		120,652		24,590		145,242		68,185
Real estate property net operating income	$	195,158	$	12,633	$	207,791	$	130,076
Consolidated Properties
Property revenues:
Minimum rents	$	819,882	$	—	$	819,882	$	453,419
Tenant recoveries		365,725		—		365,725		207,690
Overage rents		23,286		—		23,286		13,054
Land sales		—		175,751		175,751		—
Other		48,091		1		48,092		23,010
Total property revenues		1,256,984		175,752		1,432,736		697,173
Property operating expenses:
Real estate taxes		106,285		—		106,285		56,970
Repairs and maintenance		104,023		—		104,023		49,956
Marketing		24,898		—		24,898		20,955
Other property operating costs		184,360		2		184,362		89,998
Land sales operations		—		148,195		148,195		—
Provision for doubtful accounts		8,512		—		8,512		5,350
Total property operating expenses		428,078		148,197		576,275		223,229
Real estate property net operating income	$	828,906	$	27,555	$	856,461	$	473,944

(a) Segment basis results include both Consolidated Properties and the Operating Partnership’s ownership share of the results of operations of Unconsolidated Properties.

14 

GENERAL GROWTH PROPERTIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

(In thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Reconciliation of Real Estate Property Net Operating Income to GAAP Operating Income
Real estate property net operating income including Unconsolidated Properties	$	541,279		$	304,456		$	1,064,252		$	604,020
Unconsolidated Properties		(106,565	)		(65,266	)		(207,791	)		(130,076	)
Consolidated Properties		434,714			239,190			856,461			473,944
Management and other fees		23,252			20,163			42,815			38,864
Property management and other costs		(22,489	)		(17,853	)		(43,548	)		(36,695	)
Headquarters/regional costs		(20,995	)		(6,459	)		(34,573	)		(12,629	)
General and administrative		(3,635	)		(2,812	)		(6,446	)		(5,002	)
Depreciation and amortization		(173,075	)		(85,757	)		(336,384	)		(158,660	)
Other (a)		433			(1,003	)		845			(1,838	)
Operating Income	$	238,205		$	145,469		$	479,170		$	297,984
Reconciliation of Funds From Operations (FFO) to GAAP Net Income
FFO:
Company stockholders	$	169,356		$	133,091		$	339,278		$	263,425
Operating Partnership unitholders		38,232			33,935			77,925			67,302
Operating Partnership		207,588			167,026			417,203			330,727
Depreciation and amortization of capitalized real estate costs (including SFAS #141 and #142 in-place lease costs) other than amortization of financing costs		(204,368	)		(102,548	)		(397,876	)		(192,076	)
FFO of discontinued operations		—			(1,420	)		—			(2,675	)
Allocations to Operating Partnership unitholders		(568	)		(12,811	)		(3,610	)		(27,399	)
Income from continuing operations		2,652			50,247			15,717			108,577
Income from discontinued operations, net of minority interest		—			901			—			1,694
Net income	$	2,652		$	51,148		$	15,717		$	110,271
Reconciliation of Equity in Real Estate Property Net Operating Income of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Affiliates
Equity in real estate property net operating income of Unconsolidated Properties	$	106,565		$	65,266		$	207,791		$	130,076
Equity in net interest expense of Unconsolidated Properties		(34,200	)		(21,094	)		(67,913	)		(42,489	)
Equity in headquarters and general and administrative expenses of Unconsolidated Properties		(7,897	)		(6,001	)		(15,354	)		(11,736	)
Operating Partnership equity in FFO from Unconsolidated Properties		64,468			38,171			124,524			75,851
Depreciation and amortization of capitalized real estate costs (including SFAS #141 and #142 in-place lease costs) other than amortization of financing costs		(34,821	)		(20,017	)		(68,417	)		(39,767	)
Equity in income of unconsolidated affiliates	$	29,647		$	18,154		$	56,107		$	36,084
Reconciliation of Weighted Average Shares Outstanding
Basic:
Weighted average number of shares outstanding — FFO per share		291,550			273,678			291,235			273,464
Full conversion of Operating Partnership units		(53,696	)		(55,603	)		(54,397	)		(55,650	)
Weighted average number of Company shares outstanding — GAAP EPS		237,854			218,075			236,838			217,814
Diluted:
Weighted average number of shares outstanding — FFO per share		292,618			274,485			292,100			274,300
Full conversion of Operating Partnership units		(53,696	)		(55,603	)		(54,397	)		(55,650	)
Weighted average number of Company shares outstanding — GAAP EPS		238,922			218,882			237,703			218,650

(a) Reflects discontinued operations and minority interests in Consolidated Properties real estate property net operating income.

15 

Supplemental Financial Data

The following supplemental financial data should be read in conjunction
with the company’s second quarter 2005 earnings announcement (included as pages
4-15 of this supplemental report) as certain disclosures and reconciliations
required in these reports have not been included in the following supplemental
financial data.

General Growth Properties, Inc.

Summary Financial Information, Earnings Measures and Retained FFO
For the Three and Six Months ended June 30, 2005

	Three Months
	Ended			Year to Date
	06/30/05			06/30/05
Funds from Operations (FFO)
FFO per share — Basic	$	0.71		$	1.43
FFO per share — Diluted	$	0.71		$	1.43
Diluted FFO per share growth rate		16.6	%		18.5	%
Net Income available to common stockholders
EPS — Basic	$	0.01		$	0.07
EPS — Diluted	$	0.01		$	0.07
Dividends paid per share and per unit
FFO per share — Diluted	$	0.71		$	1.43
Dividend paid per share	$	0.36		$	0.72
Payout ratio (% of diluted FFO paid out)		50.6	%		50.4	%
Cash From Recurring Operations
FFO — Operating Partnership	$	207,588		$	417,203
Plus (Less):
Excess cash from Community Development		14,760			21,485
Deferred income taxes		12,936			10,844
Tenant allowances and capitalized leasing costs (a)		(36,387	)		(62,688	)
Straight line rents adjustment		(10,197	)		(31,629	)
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		(7,486	)		(15,916	)
Non-cash ground rent expense recognized pursuant to SFAS #141 and #142		1,932			3,943
Cash From Recurring Operations — Operating Partnership	$	183,146		$	343,242
Retained Funds From Recurring Operations
Cash From Recurring Operations — Operating Partnership (From Above)	$	183,146		$	343,242
Plus (Less):
Common dividends/distributions paid (b)		(104,265	)		(209,575	)
Retained Funds From Recurring Operations — Operating Partnership	$	78,881		$	133,667

(a)	Adjusted to exclude new development and redevelopment tenant allowances.
(b)	FFO has already been reduced by distributions on preferred partnership units.

16

General Growth Properties, Inc.

Trailing Twelve Month EBITDA and Coverage Ratios (a)
For the Twelve Month Periods Ending
June 30, 2005, March 31, 2005, December 31, 2004 and September 30, 2004
(dollars in thousands except per share data)

	06/30/05			03/31/05			12/31/04			09/30/04
Pro Rata EBITDA
GAAP Net Income	$	173,298		$	221,794		$	267,852		$	273,630
Income: Discontinued Operations, net		1,338			2,239			3,028			3,734
Income Allocated to Minority Interests		77,932			152,651			105,473			111,182
Interest expense		907,252			725,053			535,902			423,830
Income Taxes		15,137			1,076			2,383			1
Amortization of Deferred Financing Fees		12,322			12,232			13,394			13,955
Debt Extinguishment Costs		14,672			11,643			16,521			6,707
Interest income		(10,150	)		(7,427	)		(5,270	)		(3,416	)
Depreciation		665,068			559,992			452,890			371,033
Pro Rata EBITDA (a)	$	1,856,869		$	1,679,253		$	1,392,173		$	1,200,656
Net Interest (a)
Amortization of Deferred Financing Fees	$	(12,322	)	$	(12,232	)	$	(13,394	)	$	(13,955	)
Debt Extinguishment Costs		(14,672	)		(11,643	)		(16,521	)		(6,707	)
Interest expense		(907,252	)		(725,053	)		(535,902	)		(423,830	)
Interest income		10,150			7,427			5,270			3,416
Net Interest	$	(924,096	)	$	(741,501	)	$	(560,547	)	$	(441,076	)
Interest Coverage Ratio		2.01			2.26			2.48			2.72
Fixed Charges (b)
Net Interest	$	(924,096	)	$	(741,501	)	$	(560,547	)	$	(441,076	)
Preferred Unit Distributions		(32,211	)		(35,394	)		(37,577	)		(39,399	)
Fixed Charges	$	(956,307	)	$	(776,895	)	$	(598,124	)	$	(480,475	)
Ratio of Fixed Charges to Pro Rata EBITDA		1.94			2.16			2.33			2.50
Fixed Charges & Common Dividend
Fixed Charges	$	(956,307	)	$	(776,895	)	$	(598,124	)	$	(480,475	)
Common Dividend/Distributions		(390,713	)		(271,912	)		(345,263	)		(328,397	)
Fixed Charges + Dividend	$	(1,347,020	)	$	(1,048,807	)	$	(943,387	)	$	(808,872	)
Ratio of Fixed Charges + Common Dividend to Pro Rata EBITDA		1.38			1.60			1.48			1.48

(a)	Includes operations of the Unconsolidated Real Estate Affiliates at the Company’s share
(b)	Excludes principal amortization payments

17

General Growth Properties, Inc.

Computation of Comparable Property NOI Growth
For the Three and Six Months ended June 30, 2005
(dollars in thousands)

	Three Months Ended						Year to Date
	06/30/05			06/30/04			06/30/05			06/30/04
Total NOI	$	541,279		$	304,456		$	1,064,252		$	604,020
NOI from noncomparable properties		(202,103	)		(12,795	)		(436,434	)		(49,872	)
NOI from Corporate and other		(2,240	)		(1,270	)		(4,566	)		(2,522	)
NOI from land sales		(29,721	)		—			(40,189	)		—
Comparable NOI of Regional Malls and Mixed-Use Properties	$	307,215		$	290,391		$	583,063		$	551,626
Increase in Comparable Regional Mall and Mixed-Use NOI from prior period		5.8	%					5.7	%

18

General Growth Properties, Inc.

Community Development Net Operating Income
For the Three and Six Months Ended June 30, 2005
(dollars in thousands)

										Unconsolidated		Company
	Consolidated Properties									Property @ share		Portfolio
												Total
	Columbia		Summerlin		Houston			Total		Woodlands		Community
	Operations		Operations		Operations			Consolidated		Operations		Development
For the three months ended June 30, 2005
Land Sales	$	27,376	$	86,969	$	—		$	114,345	$	28,656	$	143,001
Land Sales Operations		24,289		69,907		152			94,348		18,932		113,280
Net Operating Income	$	3,087	$	17,062	$	(152	)	$	19,997	$	9,724	$	29,721
For the six months ended June 31, 2005
Land Sales	$	47,099	$	128,652	$	—		$	175,751	$	37,223	$	212,974
Land Sales Operations		42,083		105,754		358			148,195		24,590		172,785
Net Operating Income (a)	$	5,016	$	22,898	$	(358	)	$	27,556	$	12,633	$	40,189

(a) Without the purchase accounting mark-to-market adjustments NOI would have been $96.5 million.

Valuation and Reconciliation of NOI to Cash

Investment land and land held for development and sale:

Net Book Value — Balance Sheet as of 6/30/2005	$	1,641,352
Estimated Value as of 12/31/2004 (a)		3,182,395
Net Operating Income (b)	$	40,189
Add: Allocation of Land Basis		84,286
Other Non-cash Adjustments (b)		20,643
Sub-total		145,118
(Less): Land Development Expenditures, net of related financing		(83,444	)
Estimated Net Cash Flow Generated	$	61,674

(a)

The net book value reflects the recorded carrying amount of the assets in the Company’s financial statements. The estimated value reflects management’s valuation of the gross assets based upon a number of assumptions including historical sales rates and historical price appreciation. The estimated value is not based on any third party purchase offers and does not reflect any reduction for the value of stock that may be issued pursuant to the contingent stock agreement relating to Summerlin.

(b)

Although the Company is a REIT, and, therefore, generally is not subject to income taxes, the Community Development segment is subject to income taxes, the effects of such income taxes are not included in this reconciliation. Income taxes for the Company are reported in the Consolidated Statement of Operations, and they are a function of the tax structure of the Company as a whole. This reconciliation is net of an amount currently estimated to be paid in August 2005 under the Contingent Stock Agreement (CSA). In addition, the Company does not receive cash distributions from the Woodlands, and so its NOI is excluded. Please refer to our SEC filings, particularly our most recent Reports on Form 10-Q and 10-K, for more information concerning the CSA, income taxes, and deferrals.

19

General Growth Properties, Inc.

Capital Information
For June 30, 2005 and the Three Years Ended December 31, 2004
(dollars in thousands except per share data)

Capital Information	06/30/05			12/31/04			12/31/03			12/31/02
Closing common stock price per share	$	41.09		$	36.16		$	27.75		$	17.33
52 Week High (a)	$	42.08		$	36.90		$	27.89		$	17.43
52 Week Low (a)	$	28.41		$	24.31		$	16.09		$	12.67
Total Return – Trailing Twelve Months (share appreciation and dividend)		15.6	%		34.8	%		66.0	%		41.4	%
Common Shares and Common Units outstanding at end of period		291,744,064			291,313,310			274,075,356			272,105,865
Portfolio Capitalization Data
Total Portfolio Debt (b)	$	23,251,548		$	22,981,134		$	8,527,348		$	6,739,727
Convertible Preferred Stock (greater of market or par)		—			—			—			449,415
Total Preferred Minority Interest		215,071			403,161			495,211			468,201
Stock market value of common stock and Operating Partnership units outstanding at end of period		11,987,764			10,495,669			7,575,923			4,261,573
Total Market Capitalization at end of period	$	35,454,383		$	33,879,964		$	16,598,482		$	11,918,916
Leverage Ratio (%)		65.6	%		67.8	%		51.4	%		56.5	%

(a)	52-week pricing information includes intra-day highs and lows.
(b)	Excludes Spokane Mall and Provo Mall minority interest and purchase accounting mark-to-market adjustments.

20

General Growth Properties, Inc.

Changes in Common Shares and Unit Ownership
For the Period from December 31, 2004 through June 30, 2005

	Operating			Company		Total Common
	Partnership			Common		& Equivalent
	Units			Shares		Shares
Number Outstanding at December 31, 2004		55,532,263			234,724,082		290,256,345
Direct Stock Purchase and Dividend Reinvestment Plan		—			39,503		39,503
Employee Stock Purchase Plan		—			111,976		111,976
Conversion of OP Units into Common Shares		(1,851,822	)		1,851,822		—
Conversion of Preferred Units to OP Units and then to Common Shares		—			274,275		274,275
Issuance of Stock for Stock Option Exercises and Restricted Stock Grants		—			542,801		542,801
Issuance of Stock pursuant to the Hughes Contingent Stock Agreement		—			519,164		519,164
Number Outstanding at June 30, 2005		53,680,441			238,063,623		291,744,064

Total Common Shares and Units Outstanding at June 30, 2005:
291,744,064

	Total Common
	& Equivalent
Details for Diluted Common Shares and Units Outstanding:	Shares
Common Shares and Units Outstanding at June 30, 2005		291,744,064
Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options at June 30, 2005		1,302,468
Diluted Common Shares and Units Outstanding at June 30, 2005		293,046,532

Fully Diluted Common Shares and Units Outstanding at June 30, 2005:
293,046,532

	Total Common
	& Equivalent
Details for Weighted Average Diluted Common Shares and Units Outstanding:	Shares
Weighted Average Common Shares and Units Outstanding for the six months ended June 30, 2005 (Basic)		291,235,755
Weighted Average Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options		864,192
Fully Diluted Weighted Average Common Shares and Units Outstanding for the six months ended June 30, 2005		292,099,947

Weighted Average Fully Diluted Common Shares and Units Outstanding for the Six Months Ended June 30, 2005:
292,099,947

21

General Growth Properties, Inc.

Common Dividend History

(a)	Based on FFO definitions that existed during the specified reporting period
(b)	Dividend paid is assumed to be $1.44 ($.36/share x 4). This will be reviewed in October.

22

General Growth Properties, Inc.

Debt Maturity and Current Average Interest Rate Summary
As of June 30, 2005
(dollars in thousands)

	Consolidated						Unconsolidated					Company
	Properties						Properties (b)					Portfolio
				Current					Current					Current
				Average					Average					Average			% of
	Maturing			Interest			Maturing		Interest			Maturing		Interest			Total
Year	Amount (a)			Rate (c)			Amount (a)		Rate (c)			Amount (a)		Rate (c)			Debt
2005	$	101,826			4.95	%	$	52,188		3.93	%	$	154,014		4.61	%		0.66	%
2006		1,344,617			5.92	%		368,952		5.50	%		1,713,569		5.83	%		7.37	%
2007		4,806,517			5.47	%		676,703		4.68	%		5,483,220		5.38	%		23.58	%
2008		3,883,510			5.42	%		274,160		5.44	%		4,157,670		5.42	%		17.88	%
2009		3,543,864			5.02	%		310,772		5.59	%		3,854,636		5.07	%		16.58	%
2010		3,129,900			5.02	%		418,207		4.83	%		3,548,107		5.00	%		15.26	%
2011		1,166,712			6.58	%		290,910		6.49	%		1,457,622		6.56	%		6.27	%
2012		1,037,322			5.85	%		293,288		5.09	%		1,330,610		5.68	%		5.72	%
2013		868,636			5.39	%		199,701		5.13	%		1,068,337		5.34	%		4.59	%
2014		82,789			5.49	%		78,150		4.73	%		160,939		5.12	%		0.69	%
Subsequent		305,216			7.27	%		17,608		7.00	%		322,824		7.29	%		1.39	%
Totals	$	20,270,909	(d)		5.45	%	$	2,980,639		5.22	%	$	23,251,548		5.42	%		100.00	%
Fixed Rate (e)		14,064,986			5.49	%		2,288,429		5.39	%		16,353,415		5.48	%		70.33	%
Variable Rate (e)		6,205,923			5.35	%		692,210		4.64	%		6,898,133		5.28	%		29.67	%
Totals	$	20,270,909	(d)		5.45	%	$	2,980,639		5.22	%	$	23,251,548		5.42	%		100.00	%
	Average Years to Maturity
Fixed Rate Debt	5.60 years						5.65 years						5.60 years
Variable Rate Debt	3.51 years						3.32 years						3.49 years
All GGP Debt	4.96 years						5.11 years						4.98 years

(a)	Excludes principal amortization.
(b)	Reflects the company’s share of debt relating to the properties owned by the Unconsolidated Real Estate Affiliates.
(c)	Reflects the current variable contract rate as of June 30, 2005 for all variable rate loans.
(d)	Reconciliation to GGP Consolidated GAAP debt

	Consolidated
Consolidated debt, from above	$	20,270,909
Spokane Mall & Provo Mall minority interest ownership adjustment		23,254
Purchase accounting mark-to-market adjustment		164,238
GGP Consolidated GAAP debt	$	20,458,401

(e) Includes the effects of swaps and deferred financing fees.

23

General Growth Properties, Inc.

Summary of Outstanding Debt
As of June 30, 2005
(dollars in thousands)

24

General Growth Properties, Inc.

Incremental Loan Proceeds and Summary of Outstanding Debt
As of June 30, 2005
(dollars in thousands)

Second Quarter 2005 Financing Activity

March 31, 2005 Debt*	$	23,044,218
New Funding: —
Property Related — Fixed		2,179,500
Paydowns:
Property Related — Fixed		(88,745	)
Property Related — Variable		(1,019,506	)
Other Property Related — Fixed		(77,717	)
Other Property Related — Variable		(9,984	)
Non-Property Related		(776,218	)
June 30, 2005 Debt*	$	23,251,548

* Includes Company’s share of debt of Unconsolidated Real Estate Affiliates.

25

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Consolidated Properties
As of June 30, 2005
(dollars in thousands)

FIXED RATE

						Total Debt
Loan	Maturity Date		Rate			Balance
CMBS
GGP-MP Trust (a)		11/15/06		5.37	%	$	318,470
13 Affiliates (b)		11/15/07		5.51	%		868,765
Secured Asset Loans
New Orleans Riverwalk		11/01/05		9.94	%		1,203
Arizona Center		01/01/06		9.22	%		8,594
Fashion Place		01/01/06		7.28	%		63,863
Oakwood		01/01/06		8.41	%		49,177
Chapel Hills		02/15/06		6.88	%		33,958
Grand Traverse		02/15/06		6.88	%		47,588
The Pines		02/15/06		6.88	%		24,718
Country Hills		05/01/06		7.38	%		5,205
Woodlands		06/01/06		7.00	%		1,681
Lakeview Square		06/15/06		10.02	%		22,667
Beachwood Place		07/01/06		8.07	%		95,541
Covington Crossing		12/01/06		8.45	%		14,370
Covington, Village Ctr, Town Ctr.		12/01/06		8.45	%		16,585
Augusta Mall Partnership		02/01/07		8.13	%		48,775
Columbia Mall		04/01/07		7.43	%		54,487
Gwynns Falls		04/01/07		7.95	%		16,747
White Marsh		12/01/07		7.91	%		72,602
Columbia Devel/ Harborplace		01/01/08		7.53	%		189,178
Fashion Show		01/01/08		3.83	%		376,646
Mall St Vincent		01/01/08		7.11	%		17,699
Corporate Debt		02/01/08		9.00	%		41,004
Provo Mall		02/01/08		4.49	%		36,874
Spokane Valley Mall		02/01/08		4.48	%		30,492
Owings Mills Land		04/01/08		8.88	%		4,515
Phoenix Theatre		04/01/08		8.39	%		3,723
Two Owings Mills		04/01/08		8.88	%		12,379
Two Owings Mills		04/01/08		7.03	%		14,558
Mall St Matthews		05/01/08		9.00	%		373
Mayfair		06/11/08		3.13	%		192,220
Animas Valley		07/01/08		3.64	%		26,653
Grand Teton		07/01/08		3.63	%		28,557
Salem Center		07/01/08		4.12	%		27,605
Tucson Mall		07/11/08		4.29	%		126,443
Pioneer Place		08/01/08		7.15	%		124,348
Foothills		09/01/08		6.63	%		44,599
Northtown Mall		09/01/08		6.68	%		77,644
Pierre Bossier		10/01/08		6.54	%		38,229
Spring Hill		10/01/08		6.61	%		83,831
Bayside		11/01/08		5.92	%		57,183
Birchwood		11/01/08		6.72	%		41,128
Mall of the Bluffs		11/01/08		6.72	%		41,128
Oakwood		11/01/08		6.70	%		54,838
Southwest Plaza		11/01/08		6.54	%		78,397
Chico Mall		02/11/09		4.81	%		60,690
Jordan Creek		03/01/09		4.59	%		198,474
Southland		03/01/09		3.65	%		88,075
JP Comm Sr. Austin Bluffs		04/01/09		4.60	%		2,547
JP Comm Sr. Division Crossing		04/01/09		4.45	%		5,869
JP Comm Sr. Fort Union		04/01/09		4.53	%		3,064
JP Comm Sr. Halsey Crossing		04/01/09		4.54	%		2,872
JP Comm Sr. Orem Plaza Center St		04/01/09		4.53	%		2,738
JP Comm Sr. Orem Plaza State St		04/01/09		4.64	%		1,695

(a)	The “GGP-MP Trust” CMBS pool is comprised of 110 N. Wacker Drive, Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall, Superstition Springs, Tysons Galleria, Eastridge Mall, Landmark Mall, Northgate Mall and Oglethorpe Mall.
(b)	The “13 Affiliates” CMBS pool is comprised of Colony Square Mall, Columbia Mall, Fallbrook Center, Plaza Mall, Fox River Mall, Fox River Marketplace Shopping Center, Rio West Mall, River Hills Mall, Sooner Fashion Mall, Southlake Mall, Westwood Mall, The Oaks Mall and Westroads Mall.

26

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Consolidated Properties
As of June 30, 2005
(dollars in thousands)

FIXED RATE

						Total Debt
Loan	Maturity Date		Rate			Balance
Secured Asset Loans Cont.
JP Comm Sr. Riverpointe Plaza		04/01/09		4.48	%	$	4,241
JP Comm Sr. Riverside Plaza		04/01/09		4.46	%		6,070
JP Comm Sr. Woodlands Village		04/01/09		4.43	%		7,755
Prince Kuhio		04/01/09		3.51	%		41,074
Town East		04/10/09		3.51	%		114,424
Grand Canal Shoppes		05/01/09		4.79	%		420,735
Coastland		06/01/09		6.72	%		103,502
The Crossroads (MI)		06/01/09		7.43	%		42,288
Woodbridge		06/01/09		4.29	%		223,149
Apache		08/01/09		7.05	%		52,975
Summerlin		08/01/09		7.04	%		12,528
Cumberland		08/10/09		7.88	%		93,884
Oakview		10/01/09		7.82	%		77,984
Baybrook		11/01/09		7.90	%		89,362
Baybrook II		11/01/09		5.00	%		67,588
Coral Ridge		11/01/09		6.15	%		105,551
North Star		11/12/09		4.47	%		249,035
Governor’s Square		12/01/09		7.66	%		63,642
Lakeside Mall		12/01/09		4.31	%		193,407
Mall St Matthews		01/01/10		4.83	%		154,048
Ward Centre & Ward Entertainment		01/01/10		4.37	%		62,497
Park Place		01/11/10		5.17	%		187,644
Visalia		01/11/10		3.83	%		46,714
Lansing I		01/15/10		9.90	%		27,713
Pecanland		03/01/10		4.32	%		64,159
Southland		03/05/10		5.09	%		115,610
Providence Place		03/11/10		5.14	%		378,768
Ridgedale		04/01/10		4.89	%		189,556
West Valley		04/01/10		3.47	%		63,715
Pioneer Place		04/27/10		10.00	%		1,387
Peachtree		06/01/10		5.11	%		95,000
Coronado		06/06/10		5.11	%		179,000
Maine		06/11/10		4.88	%		230,000
Burlington		07/01/10		5.29	%		31,500
Glenbrook		07/01/10		4.98	%		188,000
Regency Square		07/01/10		3.61	%		102,218
St. Louis Galleria		07/05/10		4.93	%		252,000
Lynnhaven		07/06/10		5.15	%		251,000
Boise Towne Plaza		07/09/10		4.71	%		11,730
JP Comm Jr. Gateway Crossing		07/09/10		3.51	%		16,361
JP Comm Jr. Univ. Crossing		07/09/10		4.75	%		12,215
Crossroads Center (MN)		08/01/10		4.82	%		90,076
70 Columbia Corporate Center		10/01/10		10.15	%		20,345
Park City		10/01/10		5.21	%		159,234
Staten Island		10/01/10		6.55	%		162,318
Westlake Center		01/01/11		7.89	%		68,321
Rogue Valley		01/11/11		7.85	%		27,655
Boise Mall		02/09/11		6.65	%		75,167
10000 West Charleston		03/01/11		7.88	%		23,004
Capital		04/01/11		7.41	%		21,394
Eden Prairie		04/01/11		4.72	%		85,474
Gateway		04/01/11		7.38	%		41,928
Greenwood		04/01/11		7.36	%		47,073
Northridge Fashion		07/01/11		7.29	%		133,929
RiverTown		07/01/11		7.57	%		124,753
Willowbrook Mall		07/01/11		6.82	%		167,617
Collin Creek Mall		07/10/11		6.78	%		70,928
Bayshore		09/01/11		7.24	%		32,891
One Owings Mills Corp Ctr		12/01/11		8.50	%		7,247
Eastridge (WY )		12/05/11		5.12	%		41,611

27

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Consolidated Properties
As of June 30, 2005
(dollars in thousands)

FIXED RATE

						Total Debt
Loan	Maturity Date		Rate			Balance
Secured Asset Loans Cont.
Pine Ridge		12/05/11		5.15	%	$	28,055
Red Cliffs		12/05/11		5.18	%		26,665
Three Rivers		12/05/11		5.16	%		22,841
Hulen Mall		12/07/11		5.07	%		120,157
Southpoint		04/06/12		5.37	%		254,462
Oviedo		05/05/12		5.17	%		54,943
GGP Holdings II		07/01/12		4.89	%		150,000
Sikes Senter		07/01/12		5.29	%		65,000
Valley Plaza		07/11/12		3.93	%		103,389
Corporate Point		09/11/12		6.83	%		9,528
Oxmoor		06/01/13		6.85	%		59,717
Senate Plaza		06/30/13		5.71	%		12,692
Town Center		07/15/13		6.99	%		10,519
The Boulevard		08/01/13		4.30	%		116,223
The Meadows		08/01/13		5.49	%		109,322
Four Seasons		12/11/13		5.60	%		109,462
Valley Hills		03/05/14		4.75	%		60,851
Beachwood Place		06/01/14		9.11	%		11,903
Bayside		07/01/14		5.92	%		10,035
Bellis Fair		02/15/16		7.34	%		67,792
New Orleans Riverwalk		01/01/17		6.55	%		11,356
Houston		12/01/17		5.30	%		5,506
Baltimore Center Garage		06/01/18		6.05	%		20,591
10450 W. Charleston		01/01/19		6.84	%		5,680
Houston		12/01/21		5.30	%		970
Providence Place		07/01/28		7.82	%		50,159
Baltimore Center		12/01/30		7.89	%		67,793
Houston		05/01/31		5.30	%		20,335
Provo Land Loan		08/01/95		11.20	%		3,000
Corporate Debt
Houston		09/26/05		3.75	%		2,507
JP Realty Public Notes Series B		03/11/06		7.29	%		25,000
JP Realty Public Notes Series C		03/11/07		7.29	%		25,000
Public Indenture		03/13/07		8.61	%		2,000
JP Realty Public Notes Series D		03/11/08		7.29	%		25,000
Houston		05/05/08		4.75	%		19,268
Princeton Land		07/01/08		3.00	%		21,000
Rouse Teachers Property		11/30/08		6.94	%		58,000
Two Owings Mills		01/01/09		12.50	%		2,500
Public Indenture		03/15/09		3.63	%		400,000
Public Indenture		04/30/09		8.00	%		200,000
Public Indenture		09/15/12		7.20	%		400,000
Public Indenture		11/26/13		5.38	%		350,000
Public Indenture		11/26/13		5.38	%		100,000
Swaps
Swap Term Loan		01/31/07		3.43	%		350,000
CMBS Swap		02/15/06		4.59	%		100,000
CMBS Swap		02/15/07		4.59	%		25,000
Beachwood Place		06/01/06		5.35	%		110,000
Columbia Mall		06/01/06		5.18	%		185,000
Fashion Place		06/01/06		5.06	%		80,000
South Street Seaport		12/11/06		6.84	%		12,850
Special Improvement Districts
SID’s		10/01/09		5.44	%		674
SID Summerlin		11/01/09		5.38	%		108
SID Summerlin		11/01/09		5.38	%		314
Other SID’s		04/01/16		5.48	%		305
SID Summerlin		04/01/16		5.48	%		605
SID Summerlin		02/01/17		7.63	%		2,900
SID Summerlin		02/01/20		8.25	%		1,178
SID Summerlin		02/01/20		8.25	%		6,053
SID Summerlin		05/01/21		7.75	%		11,780
SID Summerlin		05/01/21		7.88	%		10,208
SID Summerlin		06/01/21		7.75	%		13,332
SID Summerlin		06/01/23		6.65	%		3,200
Total Consolidated Fixed Rate Debt						$	14,064,986

28

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Consolidated Properties
As of June 30, 2005
(dollars in thousands)

VARIABLE RATE
							Total Debt
Loan	Maturity Date		Rate (a)				Balance
Secured Asset Loans
GGP-MP Trust (c)		02/15/09		6.48	%		$	208,355
Rouse Teachers Finance		12/01/05		4.33	%			18,116
La Cantera		06/20/06		5.13	%			71,044
Lansing II		07/21/06		4.46	%			40,000
Paramus Park		08/01/07		4.78	%			97,908
Knollwood		10/01/07		4.58	%			18,400
Eagle Ridge		10/01/07		4.61	%			26,800
Century Plaza		10/01/07		4.53	%			30,800
Stonestown		08/09/09		4.05	%			220,000
Mall of Louisianna		11/10/09		4.63	%			185,000
Arizona Retail		03/01/10		5.03	%			8,550
Crossroads Center (MN) Mezzanine		08/01/10		4.99	%			28,542
Houston Land		06/01/33		6.75	%			2,473
Corporate Debt
Victoria Ward Limited		12/15/06		4.53	%			90,000
GGPLP/GGPLPLLC Term A		11/12/07		5.67	%			3,169,235
GGPLP/GGPLPLLC Revolver		11/12/07		5.44	%			—
GGPLP/GGPLPLLC Term B		11/12/08		5.41	%			1,990,000
Seaport Marketplace Theater, I		11/30/13		5.36	%			700
Total Consolidated Variable Rate Debt							$	6,205,923
Total Consolidated Debt & Swaps				5.28	%	(b)		$	20,270,909

(a)	For the variable rate loans, the interest rate reflected is the current variable contract rate as of June 30,2005.
(b)	Rates include the effects of deferred financing costs and interest rate swaps.

29

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Unconsolidated Properties
As of June 30, 2005
(dollars in thousands)

FIXED RATE
								Company ProRata
Loan	Maturity Date		Rate			Total Debt		Share
CMBS
GGP-MP Trust (a)		11/15/06		5.36	%	$	235,800	$	120,154
13 Affiliates (b)		11/15/07		6.29	%		138,635		70,704
Secured Asset Loans
Northpoint		06/01/06		7.58	%		98,247		49,123
The Woodlands		12/01/06		8.04	%		60,227		30,114
The Woodlands		06/01/07		7.75	%		2,923		1,535
Park Meadows		10/01/07		7.72	%		136,880		47,908
Columbiana		05/11/08		4.21	%		69,463		34,732
Quail Springs		06/01/08		6.88	%		41,291		20,645
Neshaminy		07/01/08		6.76	%		60,000		15,000
Altamonte		09/01/08		6.55	%		113,639		56,819
Chula Vista		10/01/08		4.18	%		63,174		31,587
Towson Town Center		11/10/08		6.75	%		136,451		47,758
Deerbrook		03/01/09		3.53	%		82,501		41,251
Perimeter Shopping Center		05/01/09		6.77	%		124,606		62,303
Mizner Park		07/01/09		4.84	%		61,181		30,591
Steeplegate		08/01/09		5.01	%		83,008		41,504
The Parks Addition		09/01/09		5.76	%		38,977		19,488
The Parks at Arlington		09/01/09		7.50	%		107,665		53,833
Trails Village Center		11/01/09		6.91	%		199		99
Carolina Place		01/11/10		4.63	%		167,920		83,960
Alderwood		07/06/10		4.97	%		303,000		151,500
Christiana Mall		08/01/10		4.61	%		120,000		60,000
Water Tower Place		09/01/10		4.97	%		183,268		100,798
Newgate		10/01/10		4.89	%		43,898		21,949
Newpark		02/01/11		7.48	%		71,876		35,938
Willowbrook		04/01/11		6.99	%		97,086		48,543
Vista Ridge		04/11/11		6.89	%		85,633		42,816
Silver City Galleria		06/10/11		4.81	%		138,000		69,000
Highland		07/10/11		6.83	%		68,087		34,043
Northbrook Court		09/01/11		7.17	%		93,989		46,994
Arrowhead		10/01/11		6.92	%		81,454		13,574
Buckland Hills		07/01/12		4.95	%		175,000		87,500
Oakbrook		10/01/12		5.12	%		230,674		116,513
Stonebriar		12/11/12		5.18	%		178,550		89,275
Bridgewater Commons		01/01/13		5.27	%		144,705		50,647
Pembroke		04/11/13		4.99	%		139,458		69,729
West Oaks		08/01/13		5.29	%		74,369		37,184
Lakeland		10/01/13		5.17	%		58,611		29,306
Bay City		12/01/13		5.36	%		25,671		12,835
CenterPointe Village		01/08/14		6.31	%		407		203
Lake Meade Blvd & Buffalo		01/08/14		7.20	%		6,541		3,270
Washington Park		04/01/14		5.48	%		12,850		6,425
Brass Mill		04/11/14		4.57	%		136,502		68,251
CenterPointe Village		01/01/17		6.31	%		14,392		7,196
Trails Village Center		07/10/23		8.21	%		17,740		8,870
Unsecured Debt
Park Meadows		07/15/06		5.00	%		5,600		1,960
Swaps
CMBS Swap		02/15/06		4.65	%		75,001		37,501
CMBS Swap		02/15/07		4.65	%		50,001		25,001
The Woodlands		07/03/06		4.74	%		100,000		52,500
Riverchase		05/09/09		3.27	%		200,000		100,000
Total Unconsolidated Fixed Rate Debt								$	2,288,429

(a)	The “GGP-MP Trust” CMBS pool is comprised of 110 N. Wacker Drive, Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall, Superstition Springs, Tysons Galleria, Eastridge Mall, Landmark Mall, Northgate Mall and Oglethorpe Mall.
(b)	The “13 Affiliates” CMBS pool is comprised of Colony Square Mall, Columbia Mall, Fallbrook Center, Plaza Mall, Fox River Mall, Fox River Marketplace Shopping Center, Rio West Mall, River Hills Mall, Sooner Fashion Mall, Southlake Mall, Westwood Mall, The Oaks Mall and Westroads Mall.

30

General Growth Properties, Inc.

Summary of Outstanding Debt by Maturity Date at Share
Unconsolidated Properties
As of June 30, 2005
(dollars in thousands)

VARIABLE RATE
								Company ProRata
Loan	Maturity Date		Rate (a)			Total Debt		Share
CMBS
GGP-MP Trust (b)		02/15/09		4.02	%	$	58,480	$	24,201
Secured Asset Loans
Woodlands community		08/01/05		3.75	%		1,036		544
Woodlands community		08/30/05		5.34	%		60,000		31,500
Woodlands community		12/31/05		5.91	%		38,269		20,091
Merrick Park		10/29/06		4.42	%		194,000		77,600
Natick Mall		01/10/07		3.88	%		158,630		124,105
Galleria at Tyler		09/02/07		4.28	%		94,500		49,490
Clackamas		09/09/07		4.54	%		95,000		49,752
Kenwood Towne Centre		09/10/07		4.34	%		144,149		75,491
Woodlands community		11/01/07		6.00	%		3,380		1,775
Glendale Galleria		11/09/07		5.99	%		99,591		49,795
Woodlands community		11/30/07		7.34	%		50,000		26,250
Woodlands community		11/30/07		5.34	%		176,000		92,400
First Colony		01/01/08		4.21	%		67,000		33,500
Florence		01/13/08		4.51	%		60,000		30,000
Woodlands community		01/01/08		6.22	%		7,846		4,119
Woodlands community		08/01/17		3.25	%		2,940		1,544
Woodlands community				5.50	%		101		53
Total Unconsolidated Variable Rate Debt								$	692,210
Total Unconsolidated Debt & Swaps				5.13	%			$	2,980,639
Total Debt & Swaps				5.26	%(b)			$	23,251,548

(a)	For the variable rate loans, the interest rate reflected is the current variable contract rate as of June 30, 2005.
(b)	Rates include the effects of deferred financing fees and interest rate swaps.

31

General Growth Properties, Inc.

Detail of Other Assets and Liabilities
As of June 30, 2005
(dollars in thousands)

Total Prepaid and Other Assets
Goodwill	$	413,995
Below market ground leases		376,582
Deferred tax asset		156,890
Acquired above market leases		121,734
Tax treaty — Providence Place		91,487
Cash escrows/deposits		89,137
Receivables — finance leases and bonds		68,452
Prepaid expenses		56,317
Remaining to be drawn under SIDS		47,907
Other		75,442
	$	1,497,943

Total Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses	$	280,344
Acquired below market leases		223,051
Deferred gains/income		27,557
Capital leases		20,831
Other		328,394
	$	880,177

32

Supplemental Operational Data

General Growth Properties, Inc.

Operating Statistics & Certain Financial Information
As of June 30, 2005
(dollars in thousands)

	Consolidated			Unconsolidated			Company
	Retail			Retail			Retail
	Properties			Properties			Portfolio (b)
OPERATING STATISTICS (a)
Occupancy		90.5	%		91.0	%		90.7	%
Trailing 12 month total tenant sales per sq. ft. (c)	$	412		$	439		$	421
% change in total sales (c)		5.4	%		5.4	%		5.4	%
% change in comparable sales (c)		3.2	%		3.6	%		3.3	%
Mall and freestanding GLA excluding space under redevelopment (in sq. ft.)		41,470,429			18,851,702			60,322,131
CERTAIN FINANCIAL INFORMATION
Average annualized in place rent per sq. ft.	$	32.37		$	35.84
Average rent per sq. ft. for new/renewal leases	$	36.75		$	39.32
Average rent per sq. ft. for leases expiring in 2005	$	29.63		$	32.31
Percentage change in comparable real estate property net operating income (versus prior year comparable period) (d)		4.0	%		9.9	%

(a)	Data is for 100% of the Mall GLA in each portfolio, including those properties that are owned in part by Unconsolidated Real Estate Affiliates. Data excludes properties currently being redeveloped and/or remerchandised and miscellaneous (non-mall) properties.
(b)	Data presented in the column “Company Retail Portfolio” are weighted average amounts.
(c)	Due to tenant sales reporting timelines, data presented is as of May.
(d)	Comparable properties are those properties that have been owned and operated for the entire time during the compared accounting periods, and at which no significant physical or merchandising changes have been made in the last twelve months.

33

General Growth Properties, Inc.

Retail Portfolio GLA, Occupancy, Sales & Rent Data
As of June 30, 2005

GLA

									Avg. Mall/Outparcel
	Total Anchor GLA			Avg. Anchor GLA		Total Mall/Outparcel GLA			GLA		Total GLA
Consolidated		68,246,061			389,977		46,566,181			266,092		114,812,242
Unconsolidated		34,586,081			606,773		20,261,506			355,465		54,847,587
Grand Total		102,832,142			443,242		66,827,687			288,050		169,659,829
% of Total		60.6	%				39.4	%				100	%

Occupancy History

As of	Consolidated			Unconsolidated			Weighted Average
06/30/05		90.5	%		91.0	%		90.7	%
6/30/2004 (a)		90.8	%		90.6	%		90.7	%
12/31/04		92.1	%		91.9	%		92.1	%
12/31/2003 (a)		91.2	%		91.4	%		91.3	%
12/31/2002 (a)		90.5	%		91.5	%		91.0	%
12/31/2001 (a)(b)		90.6	%		91.4	%		91.0	%

Trailing 12 Month Total Sales per Square Foot in Dollars

As of	Consolidated		Unconsolidated		Weighted Average
06/30/05	$	412	$	439	$	421
6/30/2004 (a)		357		394		369
12/31/04		402		427		410
12/31/2003 (a)		337		376		351
12/31/2002 (a)		329		379		355
12/31/2001 (a) (b)		348		362		355

Rental Rates in Dollars

	Base Rent
	New/Renewals		Expirations		Releasing
Year	During Period		During Period		Spread
Consolidated
06/30/05	$	36.75	$	29.63	$	7.12
6/30/2004 (a)		32.40		25.69		6.71
12/31/04		33.53		25.69		7.84
12/31/2003 (a)		31.83		22.16		9.67
12/31/2002 (a)		34.11		27.35		6.76
12/31/2001 (a) (b)		31.54		26.30		5.24
Unconsolidated
03/31/05	$	39.32	$	32.31	$	7.01
6/30/2004 (a)		35.27		32.35		2.92
12/31/04		36.45		32.35		4.10
12/31/2003 (a)		34.71		31.29		3.42
12/31/2002 (a)		37.80		32.03		5.77
12/31/2001 (a) (b)		35.04		28.42		6.62

Average in Place Base Minimum Rent in Dollars

As of	Consolidated		Unconsolidated
06/30/05	$	32.37	$	35.84
6/30/2004 (a)		30.22		33.51
12/31/04		32.71		35.67
12/31/2003 (a)		28.37		32.63

Occupancy Cost as a % of Sales

As of	Consolidated			Unconsolidated			Weighted Average
06/30/05		10.1	%		12.2	%		10.7	%
6/30/2004 (a)		11.4	%		12.2	%		11.7	%
12/31/04		12.5	%		13.0	%		12.7	%
12/31/2003 (a)		11.4	%		12.4	%		11.8	%

(a)	Data excludes the Rouse portfolio, acquired November 12, 2004.
(b)	Data excludes the JP Reality portfolio, acquired July 2002.

34

General Growth Properties, Inc.

Occupancy, Straight Line Rent, SFAS #141 & #142 and Tenant Allowances
(dollars in thousands)
As of June 30, 2005

(a)	Dollars at share; to reflect only recurring tenant allowances, new development costs have been excluded.
(b)	Excludes results from the Rouse portfolio, acquired November 12, 2004.
(c)	Excludes discontinued operations.
(d)	Includes approximately $10.1 million of cumulative incremental straight-line rent related to a modification in our recognition policies for tenant holidays and inducements.

35

General Growth Properties, Inc.
Real Estate Net Operating Income by Geographic Area at Share
For the Six Months Ended June 30, 2005 and June 30, 2004
(dollars in thousands)

	6/30/2005					6/30/2004
	YTD		% of Total			YTD		% of Total
West
Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	$	332,080		32.6	%	$	251,319		41.8	%
North Central
Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Wisconsin		126,948		12.5	%		91,671		15.2	%
South Central
Arkansas, Louisiana, Oklahoma, Texas		111,350		10.9	%		62,716		10.4	%
Northeast
Connecticut, Delaware, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia		301,445		29.6	%		110,832		18.4	%
Southeast
Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee		147,708		14.5	%		84,957		14.1	%
TOTAL	$	1,019,530		100.0	%	$	601,495		100.0	%

** Does not include 110 N. Wacker, Brazil, Community Development Segment or GGMI

36

General Growth Properties, Inc.

Real Estate Property Net Operating Income Categorization at Share
For the Six Months Ended June 30, 2005
(NOI dollars in thousands)

(a)	Includes office buildings that are adjacent to malls but excludes community centers
(b)	Excludes in-line spaces that are leased for periods of less than one year

37

General Growth Properties, Inc.
Lease Expiration Schedule and Lease Termination Income at Share
As of June 30, 2005

Lease Expiration Schedule (a) (b)

	All Expirations						Expirations at Share
			Square
	Base Rent		Footage		Rent/Sq. Ft.		Base Rent		Square Footage		Rent/Sq. Ft.
Consolidated
2005	$	48,206,829		1,613,430	$	29.88	$	48,206,829		1,613,430	$	29.88
2006		101,503,663		3,485,106		29.12		101,503,663		3,485,106		29.12
2007		105,844,313		3,470,199		30.50		105,844,313		3,470,199		30.50
2008		107,066,679		3,368,492		31.78		107,066,679		3,368,492		31.78
2009		118,768,829		3,134,652		37.89		118,768,829		3,134,652		37.89
2010		125,134,629		3,412,180		36.67		125,134,629		3,412,180		36.67
2011		89,502,632		2,420,657		36.97		89,502,632		2,420,657		36.97
2012		111,314,630		2,801,300		39.74		111,314,630		2,801,300		39.74
2013		124,546,022		2,064,608		60.32		124,546,022		2,064,608		60.32
2014		82,121,027		2,240,060		36.66		82,121,027		2,240,060		36.66
Subsequent		94,907,121		2,723,728		34.84		94,907,121		2,723,728		34.84
Total	$	1,108,916,374		30,734,412	$	36.08	$	1,108,916,374		30,734,412	$	36.08

	All Expirations						Expirations at Share (b)
			Square
	Base Rent		Footage		Rent/Sq. Ft.		Base Rent		Square Footage		Rent/Sq. Ft.
Unconsolidated
2005	$	25,335,060		679,349	$	37.29	$	12,373,943		332,768	$	37.18
2006		58,756,400		1,770,049		33.19		28,300,875		861,271		32.86
2007		51,608,793		1,471,231		35.08		24,568,885		704,828		34.86
2008		51,630,824		1,466,836		35.20		24,827,999		704,274		35.25
2009		47,574,344		1,215,241		39.15		22,565,559		581,013		38.84
2010		52,860,310		1,288,119		41.04		25,689,483		623,723		41.19
2011		52,446,962		1,298,449		40.39		25,455,114		630,142		40.40
2012		54,116,469		1,270,591		42.59		25,462,655		604,462		42.12
2013		50,122,828		1,306,978		38.35		23,566,292		620,584		37.97
2014		47,068,335		1,259,016		37.39		22,530,214		608,402		37.03
Subsequent		54,349,419		1,578,685		34.43		25,877,187		755,208		34.26
Total	$	545,869,744		14,604,544	$	37.38	$	261,218,206		7,026,675	$	37.18
Grand Total	$	1,654,786,118		45,338,956	$	36.50	$	1,370,134,580		37,761,087	$	36.28

(a)	Excludes leases on Mall Stores of 30,000 square feet or more and tenants paying percentage rent in lieu of base minimum rent.
(b)	Expirations at share reflect the company’s direct or indirect ownership interest in a joint venture.

Lease Termination Income at Share (d)

	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004 (c)		2005		2004 (c)
Consolidated	$	6,707,217	$	2,274,294	$	9,273,397	$	5,262,984
Unconsolidated		1,507,476		1,136,645		2,020,714		1,487,674
Total Termination Income at Share	$	8,214,693	$	3,410,939	$	11,294,111	$	6,750,658

(c)	6/30/2004 data does not include results from the Rouse portfolio, acquired November 12, 2004.
(d)	Includes retail only.

38

Developments, Expansions & Acquisitions

General Growth Properties, Inc.

Developments in Progress *
(New and Redevelopment Projects)
(dollars in thousands)
As of June 30, 2005

				Unconsolidated
	Consolidated			Properties
	Properties			@ GGP Share			Total
Ala Moana Center (Honolulu, HI)	$	61,733	(b)				$	61,733
Circle T (Westlake (Dallas), TX)					12,997			12,997
Eastridge Mall (San Jose, CA)					42,659			42,659
Elk Grove Promenade (Elk Grove (Sacramento), CA)		15,598						15,598
Jordan Creek Town Center (West Des Moines, IA)		15,590	(b)					15,590
Kenwood Towne Centre (Cincinnati, OH)					10,267			10,267
Lincolnshire Commons (Lincolnshire, IL)		12,078						12,078
Natick West (Natick (Boston), MA)					17,726	(c)		17,726
Otay Ranch (East Chula Vista, CA)					13,631			13,631
Redlands Mall (Redlands, CA)		16,090	(c)					16,090
River Falls Mall (Clarksville, IN)		12,261						12,261
Shops at La Cantera (San Antonio, TX)		255,580	(a)					255,580
Summerlin Town Center (Las Vegas, NV)		50,561						50,561
The Shops at Fallen Timbers (Maumee (Toledo), OH)		22,998						22,998
West Kendall Center (West Kendall, FL)		32,867						32,867
West Windsor Center (Princeton, NJ)		42,204						42,204
Woodlands community (The Woodlands, TX)					13,817	(c)		13,817
All other projects (of $10 million or less each)		98,179			42,796			140,975
Total Construction in Progress	$	635,739		$	153,893		$	789,632

*	Represents construction in progress per balance sheet as of June 30, 2005.
(a)	Includes a $120 million purchase accounting mark-to-market adjustment.
(b)	Project is substantially complete. Costs pertain to the portion of the project not yet complete.
(c)	Amounts paid for land and pre-development costs.

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General Growth Properties, Inc.

Developments & Expansions

Approved Redevelopment Projects (over $10 million)

		Forecasted
		Cost ($millions		Projected
Property	Description	at share)		Opening
Boise Towne Square      Boise, ID	Food court renovation with addition of square footage, family restrooms and new restaurants		13.7	Q1 2007
Bridgewater Commons      Bridgewater, NJ	Development of a 94,000 sf life style center (Forecasted cost is before purchase price allocation adjustment)		14.2	Q3 2006
Carolina Place	Lifestyle addition with an REI, Linens ‘N Things, Barnes & Noble and
Pineville, NC	two restaurant outparcels; renovation of food court and restrooms; refurbishing of mall interior		14.8	Q4 2006
Clackamas Town Center      Portland, OR	Lifestyle addition in two phases including interior renovation and parking structure		45.4	Q2 2007
Coastland Center      Naples, FL	Streetscape and interior renovation		40.7	Q2 2006
Cumberland Mall      Atlanta, GA	Demolish old JCPenney along with a portion of parking lot and replace with Costco		17.9	Q3 2006
Cumberland Mall      Atlanta, GA	Buy vacant Macy’s space and convert to a one-level lifestyle center		35.0	Q3 2006
Eastridge Mall      San Jose, CA	Renovation and remerchandising of interior including the repositioning of the food court and the addition of a streetscape and an AMC theater		66.3	Q4 2005
First Colony       Sugarland, TX	Lifestyle addition with 19 retailers and 4 restaurants		31.3	Q3 2006
Galleria at Tyler       Riverside, CA	Addition of retail, restaurants, theater and parking structure		23.8	Q4 2006
Kenwood Towne Centre     Cincinatti, OH	Development of a streetscape consisting of 81,000 sf of additional GLA, parking lot renovation and reconfiguration, common area enhancements and new graphics		17.9	Q4 2005
Mayfair     Wauwautosa, WI	Addition of Cheesecake Factory, Crate & Barrel, Wild Fire and a parking deck		27.5	Q4 2005
NewPark Mall      Newark, CA	Addition of a theater, 3 parking decks, 3 restaurant pads and a big box bump-out		48.1	Q2 2007
North Star Mall      San Antonio, TX	Renovation of mall interior, including reconfiguration of the main court, new signage and exterior canopies (Forecasted cost is before purchase price allocation adjustment.)		25.2	Q3 2006
River Falls Mall      Clarksville, IN	Purchase of Wal-Mart and Dillard’s building, and an addition of Bass Pro Shop, five big boxes and a theater		67.5	Q1 2006
River Hills Mall      Mankato, MN	Relocate Scheel’s All Sports and add Barnes & Noble		16.7	Q1 2007
Victoria Ward Centers      Honolulu, HI	Village shops		170.1	Q2 2007

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General Growth Properties, Inc.

Developments & Expansions

New Development Projects Under Construction

		Forecasted
		Cost ($millions
Property	Description	at share)		Opening
Lincolnshire Commons      Lincolnshire, IL	Specialty center with restaurants		35.5	Q3 2006
Shops at La Cantera      San Antonio, TX	An open air center anchored by Nieman’s, Nordstrom, Dillard’s and Foley’s (Forecasted cost is before purchase price allocation adjustment)		205.6	Q3 2005

New Projects in Pre-development

					Possible
Property	Description	Ownership %			Opening
Allen Center      Allen, TX	Mixed-used development incorporating retail, entertainment, residential and light office		100	%	Q3 2007
Benson East      Benson, MD	Development which includes shops, big box and restaurants		100	%	Q4 2006
Bridges at Mint Hill      Charlotte, NC	Development anchored by Belks and two other department stores		100	%	Q4 2007
Circle T      Westlake, TX	Development of a 1.3 million sf center		100	%	Q4 2007
Elk Grove Promenade      Elk Grove, CA	1.3 million sf open air lifestyle center with retail, entertainment and big box components		100	%	Q2 2007
North Haven Mall      North Haven, CT	Development located on 160 acres that will include three department stores, a strong mix of retailers, lifestyle tenants and a cinema		100	%	Q4 2008
Otay Ranch      Chula Vista (San Diego), CA	800,000 sf open air lifestyle center		50	%	Q4 2006
Pinnacle Hills Promenade      Rogers, AK	An open air hybrid center featuring Dillard’s and JCPenney department stores		50	%	Q3 2006
Summerlin Town Center      Las Vegas, NV	1 million sf center located in the center of the Summerlin community that will include four department stores and a strong mix of upscale retailers		100	%	Q2 2008
The Shops at Fallen Timbers      Maumee (Toledo), OH	750,000 sf open air lifestyle center featuring Dillard’s, one additional department store and a cinema		100	%	Q3 2006
West Kendall Center      West Kendall, FL	600,000 sf center that will include a Dillard’s and a wide range of retailers in an open-air configuration		100	%	Q3 2008
West Windsor Center      West Windsor (Princeton), NJ	800,000 sf center that will include two department stores, restaurants and a lifestyle component		100	%	Q2 2008
Vista Commons      Las Vegas, NV	99,000 sf neighborhood shopping center in the Summerlin community		100	%	Q3 2006

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General Growth Properties, Inc.

Acquisitions
Through June 30, 2005

(a) Acquisition purchase prices are reflected at 100%

(b) Does not include JP Realty Community Centers/Industrial Parks

(c) Includes Rouse regional shopping centers, but does not include Rouse community centers, office properties and planned communities

Pending Acquisitions

							Minimum
			Total Retail				Purchase Price
Property	Location	Purchase Date	GLA	Ownership			**
Grand Canal Shoppes — The Palazzo	Las Vegas, NV	Q3 2007	**		100	%	$250.0 million

** Price is subject to possible upward adjustments based upon the actual square footage built and the actual net operating income achieved during the 30 months after opening.

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