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Supplemental Financial/Operational Data
September 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 September 30, 2005			2
Total Market Capitalization			2
Research Coverage			3

Third Quarter 2005 Earnings Announcement			4 - 15

Supplemental Financial Data			16 - 31
Summary Retained FFO			16
Trailing Twelve Month EBITDA and Coverage Ratios			17
Computation of Comparable Property NOI Growth			18
Master Planned Communities			19
Capital Information			20
Changes in Total Common & Equivalent Shares			21
Common Dividend History			22
Debt Maturity and Current Average Interest Rate Summary			23
Summary of Outstanding Debt			24-31

Supplemental Operational Data			32 - 34
Operating Statistics & Certain Financial Information			32
Retail Portfolio GLA, Occupancy, Sales & Rent Data			33
Lease Expiration Schedule and Lease Termination Income at Share			34

Major Developments, Expansions & Acquisitions			35 - 37
Developments and Expansions over $10 million			35 - 36
Acquisitions			37

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 October 31, 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 $36.7 billion, GGP delivers consistent earnings growth and dividend increases. Average occupancy at September 30, 2005 was 92.2% and sales per square foot were $425. 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 philosophy 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 Employees
Whether you’re a shopper, shareholder, a retailer or an employee, GGP is CUSTOMer built for you.

Our vision is People Creating Special Places and Experiences.

Stock Listing

Common Stock
NYSE: GGP

Calendar of Events

Quarter End — Third Quarter 2005		December 31, 2005
Earnings Release — After the Market Close		February 7, 2006
Quarterly Conference Call — 9:00 am CST		February 8, 2006

Current Dividend

General Growth Properties, Inc. declared its fourth dividend for 2005 in the amount of $0.41 per share, payable to common stock shareholders of record on October 18, 2005, with payment on October 31, 2005. The current dividend represents an increase of 13.9% over the dividend of $0.36 per share paid for the same period last year. Consistent with prior years, GGP has completed its annual review of its dividend payment. GGP typically conducts this review in early October, prior to the fourth quarter dividend announcement. 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 10.0% since going public. GGP has increased its dividend an average of 18.5% per year for the last five 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
Phone (312) 960-5199		(201) 329-8660
Fax (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

Ownership Structure as of September 30, 2005


Total Market Capitalization - As Measured by Stock Price (dollars in thousands)					9/30/2005

Total Portfolio Debt (Company consolidated debt plus applicable share from unconsolidated affiliates) (a)					$	23,386,198

Perpetual Preferred Units	Issuer’s Earliest Redemption Date
Perpetual Preferred Units at 8.25%		N/A	$	5,000
Perpetual Preferred Units at 8.95%		04/23/07		60,000

				65,000
Convertible Preferred Units
Convertible Preferred Units at 6.50%		N/A		26,637
Convertible Preferred Units at 7.00%		N/A		45,817
Convertible Preferred Units at 8.50%		N/A		69,099

				141,553

Other Preferred Stock				361

Total Preferred Securities					$	206,914

Common Stock and Common Operating Partnership Units
Stock market value of 238.5 million shares of common stock and 53.5 million shares of operating partnership common units (which are convertible into an equal number of shares of common stock) — outstanding at end of period					$	13,120,277


Total Market Capitalization at end of period					$	36,713,389

(a) Excludes purchase accounting mark-to-market adjustments of approximately $153.2 million and a $68.1 million minority interest adjustment.

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

Credit Suisse First Boston	Andrew Rosivach		(61) 2 8205 4362
		(Australia)

Deutsche Bank	Louis Taylor		(212) 250-4912
	Chris Capolongo		(212) 250-7726

Friedman Billings Ramsey	Paul Morgan		(415) 874-3412
	Michael Blank		(703) 469-1115

Goldman Sachs	Carey Callaghan		(212) 902-4351
	Dennis Maloney		(212) 902-1970

Greenstreet Advisors	Greg Andrews		(949) 640-8780
	Ben Yang		(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
	Mickey Chang		(212) 761-6385

Prudential Securities	James Sullivan		(212) 778-2515
	Robert Belzer		(212) 778-1441

RBC Capital	Jay Leupp		(415) 633-8588
	Brett Johnson		(415) 633-8519

SalomonSmithBarney	Jonathan Litt		(212) 816-0231
	Michael Bilerman		(212) 816-1383

UBS Warburg	Scott Crowe		(212) 713-1419

Wachovia	Jeff Donnelly		(617) 603-4262
	Eric Rothman		(617) 603-4263


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 Operating Results for the
Third Quarter 2005

Chicago, Illinois, October 31, 2005 — General Growth Properties, Inc. (NYSE: GGP) today released third quarter 2005 results. For the third quarter of 2005 Earnings per share – diluted (“EPS”) were a loss of $.03 and fully diluted Funds From Operations per share (“FFO”) were $.72. This compares to $.29 of EPS and $.66 of FFO reported in the third quarter of 2004. The 2005 third quarter FFO represents a 9.1% increase over the amount reported in the comparable period of 2004.

“Third quarter business remained strong, as evidenced by increased sales and higher occupancies,” said John Bucksbaum, the Chief Executive Officer of General Growth Properties., Inc. “During the quarter, we opened The Shops at La Cantera, a 1.1 million square foot regional mall in San Antonio, Texas. Initial sales are strong, and we look forward to beginning work on phase II in the Spring of 2006.”

FINANCIAL AND OPERATIONAL HIGHLIGHTS

§		EPS in the third quarter of 2005 were a loss of $.03 per share versus net income per share of $.29 in the comparable period of 2004. Depreciation and amortization expense in the third quarter of 2005 was $177.3 million or $.74 per share versus $82.0 million or $.38 per share in 2004 (all amounts before minority interest allocation).

§		FFO increased to $.72 in the third quarter of 2005, 9.1% above the $.66 reported in the third quarter of 2004. Total Funds From Operations for the quarter increased 17.5% to $211.8 million, from $180.2 million in the third quarter of 2004. The effects of non-cash rental revenue recognized pursuant to SFAS No. 141 and 142 resulted in approximately $14.4 million or $.05 of FFO in the third quarter of 2005 and $9.0 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 $2.9 million or approximately $.01 of FFO in the third quarter of 2005. Straight-line rent resulted in

		approximately $22.6 million or $.08 of FFO in the third quarter of 2005, versus $4.8 million or $.02 in the same period of 2004.

§		FFO Guidance for fiscal year 2005 is currently estimated to be approximately $3.16 per share. FFO of $3.16 per share in 2005 would represent a 14.1% increase over actual 2004 FFO of $2.77 per share. FFO guidance for fiscal year 2006 will be provided as a part of our earnings release for the fourth quarter of 2005.

§		Two of our operating retail properties in the United States Gulf Coast region(Oakwood Center in Gretna, Louisiana and Riverwalk, located near the convention center in downtown New Orleans) are currently closed due to significant property damage. Riverwalk is currently expected to re-open by Thanksgiving 2005 even though certain repair and refurbishment activities are anticipated to continue into 2006. While two anchor stores at Oakwood have announced plans to re-open in time for the 2005 holiday season and repair and re-opening plans are in process, no official re-opening date has been set for the remainder of the property. Management currently believes that existing insurance coverage for property damage and business interruption will, after applicable deductibles, apply. Accordingly, included in property operating expenses for the three and nine months ended September 30, 2005 are approximately $1 million of costs which, when fully expended, are not expected to be recoverable from insurance proceeds due to insurance policy deductibles.

SEGMENT RESULTS

The Company is presenting its operations for 2005 in two business segments, Retail and Other, and Master Planned Community. As the Master Planned Community 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 third quarter of 2005 increased to $439.7 million, 71% above the $256.6 million reported in the third quarter of 2004. NOI from unconsolidated properties, at the Company’s ownership share, for the quarter increased 55% to $108.8 million, compared to $70.4 million in the third quarter of 2004.

§		Revenues from consolidated properties were $654.7 million for the quarter, an increase of 72% compared to $380.0 million for the same period in 2004. Revenues from unconsolidated properties, at the Company’s ownership share, for the quarter increased 60% to $163.6 million, compared to $102.2 million in the third quarter of 2004.

§		Total tenant sales and comparable tenant sales, both on a trailing 12 month basis at September 2005, increased 6.0% and 3.5%, respectively, compared to the same period last year.

§		Comparable NOI from consolidated properties in the third quarter of 2005 increased by 7.6% compared to the same period last year. Comparable NOI from unconsolidated properties at the Company’s ownership share for the quarter increased by approximately 8.9% compared to the third quarter of 2004.

§		Retail Center occupancy was 92.2% at September 30, 2005, compared to 90.8% at September 30 2004. The Company estimates that its retail center occupancy at December 31, 2005 will be approximately 92.5%.

§		Sales per square foot for third quarter 2005 were $425 versus $377 in the third quarter of 2004.

§		Average rent

		For consolidated properties, average rent per square foot for new/renewal leases signed during the quarter was $37.34 versus $34.83 for 2004. For unconsolidated properties, average rent per square foot for new/renewal leases signed in the third quarter of 2005 was $40.11 versus $36.69 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.

Master Planned Community Segment

§		NOI for the three months ended September 30, 2005 for the properties in the Master Planned Community segment was $18.8 million for consolidated properties and $2.7 million for unconsolidated properties. Substantially all of the Company’s $15.0 million in income taxes for the three months ended September 30, 2005 was attributable to the Master Planned Community segment.

§		Land sale revenues for the three months ended September 30, 2005 were approximately $79.1 million for consolidated properties and approximately $21.3 million for unconsolidated properties, amounts which represent approximately a 39.6% increase over the revenues achieved by The Rouse Company in the three months ended September 30, 2004.

•

Net cash flow generated from the Master Planned Community Segment for the nine months ended September 30, 2005 was approximately $81.7 million.

DEVELOPMENT ACTIVITIES

In September 2005, the Company opened the development of Shops at La Cantera in San Antonio, Texas. This open air center is anchored by Nieman’s, Nordstrom, Dillard’s and Foley’s. The Company has three other new retail center development projects currently under construction, Lincolnshire Commons, in Lincolnshire (Chicago), Illinois, Otay Ranch Town Center in Chula Vista (San Diego), California and Pinnacle Hills Promenade, in Rogers, Arkansas, all of which are scheduled to open in 2006. The Company also has 12 other potential new retail or mixed-use developments that are projected to open in 2006 through 2009.

As of September 30, 2005, the Company had 20 major approved redevelopment projects underway (each with budgeted projected expenditures, at our ownership share, in excess of $10 million). Total projected expenditures (including the Company’s share of its Unconsolidated Real Estate Affiliates) for the 20 redevelopment projects and the three new retail center development projects under construction (described above) were approximately $927.5 million as of September 30, 2005. Such development and re-development expenditures, together with expenditures for the 12 other potential new retail or mixed-use developments mentioned above, are expected to result in approximately $400 to $500 million of expenditures per year for the years 2006 to 2008.

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, November 1, 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.

BASIS OF REPORTING

“Consolidated Properties” include all properties which are consolidated for GAAP purposes. “Unconsolidated Properties” include properties which are owned through joint venture arrangements and unconsolidated for GAAP purposes. On a segment basis, the Unconsolidated Properties are reported using the proportionate share method rather than the equity method. Under the proportionate share method, the Company’s share of the revenues and expenses of the Unconsolidated Properties and certain other minority interest ventures are reported separately. Under the equity method, the

Company’s share of the net revenues and expenses of the Unconsolidated Properties are reported as a single line item, “Equity in income of unconsolidated affiliates.”

The Company provides on-site management and other services to substantially all of its properties, including the Unconsolidated Properties. The Company’s management philosophies and strategies are generally the same whether the properties are consolidated or unconsolidated. As a result, the Company believes that financial information and operating statistics with respect to all properties, both consolidated and unconsolidated, provide important insights into the income produced by such investments for the Company as a whole and that an aggregate presentation yields a more accurate representation of the relative size and significance of the elements of the Company’s overall operations.

FUNDS FROM OPERATIONS (“FFO”)

The Company, consistent with real estate industry and investment community preferences, uses Funds From Operations (“FFO”) as a supplemental measure of operating performance. FFO is a non-GAAP financial measure which the National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO 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 FFO 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. FFO 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 FFO provides investors with a clearer view of the Company’s operating performance.

In order to provide a better understanding of the relationship between FFO and GAAP net income (loss), a reconciliation of FFO to GAAP net income (loss) is provided. FFO does not represent cash flow from operating activities in accordance with GAAP, should not be considered as an alternative to GAAP net income (loss) and is not necessarily indicative of cash available to fund cash needs.

REAL ESTATE PROPERTY NET OPERATING INCOME (“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). Other REITs may use different

methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.

Since NOI excludes general and administrative expenses, interest expense, depreciation and amortization, gains and losses from property dispositions and discontinued operations, 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 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 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

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.

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 Master Planned Community segment, our ability to manage our growth and the effect of the recent events in the Gulf Coast region of the United States. 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.

###

GENERAL GROWTH PROPERTIES, INC.
OVERVIEW
(In thousands, except per share amounts)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005*			2004
Funds From Operations (“FFO”)
Company stockholders	$	172,905		$	143,715		$	512,054		$	407,131
Operating Partnership unitholders		38,906			36,513			116,959			103,824

Operating Partnership	$	211,811		$	180,228		$	629,013		$	510,955


FFO per share:
Company stockholders — basic	$	0.73		$	0.66		$	2.16		$	1.87
Operating Partnership — basic		0.73			0.66			2.16			1.87
Operating Partnership — diluted		0.72			0.66			2.15			1.86
Increase in diluted FFO over comparable prior year period		9.1	%		15.8	%		15.6	%		19.2	%

Dividends
Dividends paid per share	$	0.36		$	0.30		$	1.08		$	0.90
Payout ratio (% of diluted FFO paid out)		50.0	%		45.5	%		50.2	%		48.4	%

Portfolio Results
Real estate property net operating income:
Retail and Other:
Consolidated	$	439,698		$	256,564		$	1,264,129		$	730,509
Unconsolidated		108,797			70,351			303,955			200,427
Master Planned Communities:
Consolidated		18,759			—			46,315			—
Unconsolidated		2,709			—			15,342			—

Real estate property net operating income		569,963			326,915			1,629,741			930,936
Net property management fees and costs		2,143			(168	)		1,410			1,611
Headquarters/regional costs, general and administrative and depreciation on non-income producing assets		(26,834	)		(8,210	)		(69,701	)		(31,294	)
Net interest expense		(268,371	)		(100,681	)		(753,717	)		(277,445	)
Income taxes		(14,980	)		350			(27,609	)		(40	)
Equity in other FFO of Unconsolidated Properties		(48,168	)		(29,491	)		(131,436	)		(83,716	)
Preferred unit distributions		(1,942	)		(8,487	)		(19,675	)		(29,097	)

FFO — Operating Partnership	$	211,811		$	180,228		$	629,013		$	510,955


*		Certain amounts in the results for the six months ended June 30, 2005 have been reclassified to conform to the current period presentation.


Weighted average number of Company shares outstanding:
Basic	238,217	218,605	237,299	218,080
Assuming full conversion of Operating Partnership units:
Basic	291,819	274,145	291,501	273,693
Diluted	292,842	274,838	292,280	274,372


	Consolidated Properties						Unconsolidated Properties (b)
				Average					Average
	Outstanding			Interest			Outstanding		Interest
Summarized Debt Information	Balance			Rate (c)			Balance		Rate (c)
Fixed rate	$	14,495,686			5.45	%	$	2,554,780		5.42	%
Variable rate		5,800,132			5.59			535,600		5.43

Totals	$	20,295,818	(b)		5.49	%	$	3,090,380		5.42	%


(a)		Reflects the Company’s share of debt relating to the properties owned by the Unconsolidated Real Estate Affiliates.

(b)		Excludes minority interest adjustment of $68.1 million and purchase accounting mark-to-market adjustment of $158.8 million.

(c)		Includes the effects of swaps and excludes the effect of deferred finance costs.

GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Revenues:
Minimum rents	$	429,107		$	245,538		$	1,249,439		$	698,232
Tenant recoveries		183,069			111,570			543,432			319,264
Overage rents		13,185			9,386			36,497			23,168
Land sales		79,112			—			254,863			—
Management and other fees		22,409			18,400			65,224			57,263
Other		29,814			12,607			83,211			33,778

Total revenues		756,696			397,501			2,232,666			1,131,705

Expenses:
Real estate taxes		50,048			30,155			156,252			87,124
Repairs and maintenance		46,469			27,286			145,892			77,265
Marketing		13,350			12,370			36,180			33,325
Other property operating costs		99,399			51,072			294,669			141,048
Land sales operations		60,353			—			208,548			—
Provision for doubtful accounts		5,763			2,591			14,164			7,940
Property management and other costs		39,646			21,631			113,236			70,954
General and administrative		3,559			2,078			10,005			7,080
Depreciation and amortization		177,307			82,027			513,691			240,687

Total expenses		495,894			229,210			1,492,637			665,423

Operating income		260,802			168,291			740,029			466,282

Interest income		2,599			336			7,305			1,119
Interest expense		(270,970	)		(101,017	)		(761,022	)		(278,564	)
Income taxes		(14,980	)		350			(27,609	)		(40	)
Income (loss) allocated to minority interests		(3,479	)		(24,673	)		(25,121	)		(73,011	)
Equity in income (loss) of unconsolidated affiliates		19,194			19,686			75,301			55,770

Income (loss) from continuing operations		(6,834	)		62,973			8,883			171,556
Income from discontinued operations, net of minority interest		—			1,000			—			2,687

Net income (loss)	$	(6,834	)	$	63,973		$	8,883		$	174,243


Basic earnings (loss) per share:
Continuing operations	$	(0.03	)	$	0.29		$	0.04		$	0.79
Discontinued operations		—			—			—			0.01

Total basic earnings (loss) per share	$	(0.03	)	$	0.29		$	0.04		$	0.80


Diluted earnings (loss) per share:
Continuing operations	$	(0.03	)	$	0.29		$	0.04		$	0.78
Discontinued operations		—			—			—			0.01

Total diluted earnings (loss) per share	$	(0.03	)	$	0.29		$	0.04		$	0.79

GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS (“FFO”)
(In thousands)


	Three Months Ended September 30, 2005
	Consolidated			Unconsolidated			Segment
	Properties			Properties			Basis
Retail and Other
Property revenues:
Minimum rents	$	429,107		$	101,679		$	530,786
Tenant recoveries		183,069			44,861			227,930
Overage rents		13,185			2,031			15,216
Other		29,366			15,041			44,407

Total property revenues		654,727			163,612			818,339

Property operating expenses:
Real estate taxes		50,048			14,303			64,351
Repairs and maintenance		46,469			9,861			56,330
Marketing		13,350			2,932			16,282
Other property operating costs		99,399			25,903			125,302
Provision for doubtful accounts		5,763			1,816			7,579

Total property operating expenses		215,029			54,815			269,844

Retail and other net operating income		439,698			108,797			548,495


Master Planned Communities
Land sales		79,112			21,331			100,443
Land sales operations		(60,353	)		(18,622	)		(78,975	)

Master Planned Communities net operating income		18,759			2,709			21,468


Real estate property net operating income		458,457			111,506		$	569,963


Management and other fees		22,409			—
Property management and other costs		(20,266	)		—
Headquarters/regional costs		(19,380	)		(6,647	) (a)
General and administrative		(3,559	)		(419	)
Depreciation on non-income producing assets, including headquarters building		(3,895	)		—
Interest income		2,599			2,200
Interest expense		(270,970	)		(43,413	)
Income taxes		(14,980	)		111
Preferred unit distributions		(1,942	)		—

FFO	$	148,473		$	63,338
Equity in FFO of Unconsolidated Properties		63,338			(63,338	)

Operating Partnership FFO	$	211,811		$	—


	Three Months Ended September 30, 2004
	Consolidated			Unconsolidated			Segment
	Properties			Properties			Basis
Retail and Other
Property revenues:
Minimum rents	$	245,538		$	68,316		$	313,854
Tenant recoveries		111,570			30,925			142,495
Overage rents		9,386			1,406			10,792
Other, including discontinued operations		13,544			1,561			15,105

Total property revenues		380,038			102,208			482,246

Property operating expenses:
Real estate taxes		30,155			9,182			39,337
Repairs and maintenance		27,286			7,023			34,309
Marketing		12,370			3,152			15,522
Other property operating costs		51,072			11,835			62,907
Provision for doubtful accounts		2,591			665			3,256

Total property operating expenses		123,474			31,857			155,331

Real estate property net operating income		256,564			70,351		$	326,915


Management and other fees		18,400			—
Property management and other costs		(18,568	)		—
Headquarters/regional costs		(3,063	)		(5,459	) (a)
General and administrative		(2,078	)		(2,462	)
Depreciation on non-income producing assets, including headquarters building		(3,069	)		—
Interest income		336			467
Interest expense		(101,017	)		(22,037	)
Income taxes		350			—
Preferred unit distributions		(8,487	)		—

FFO		139,368			40,860
Equity in FFO of Unconsolidated Properties		40,860			(40,860	)

Operating Partnership FFO	$	180,228		$	—


(a)		Includes property management and other fees to General Growth Management, Inc. and also, in 2005, the Rouse Management Company, Inc.

GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS (“FFO”)
(In thousands)


	Nine Months Ended September 30, 2005
	Consolidated			Unconsolidated			Segment
	Properties			Properties			Basis
Retail and Other
Property revenues:
Minimum rents	$	1,249,439		$	291,695		$	1,541,134
Tenant recoveries		543,432			133,452			676,884
Overage rents		36,497			4,898			41,395
Other		81,918			49,376			131,294

Total property revenues		1,911,286			479,421			2,390,707

Property operating expenses:
Real estate taxes		156,252			41,743			197,995
Repairs and maintenance		145,892			30,943			176,835
Marketing		36,180			10,148			46,328
Other property operating costs		294,669			89,091			383,760
Provision for doubtful accounts		14,164			3,541			17,705

Total property operating expenses		647,157			175,466			822,623

Retail and other net operating income		1,264,129			303,955			1,568,084


Master Planned Communities
Land sales		254,863			58,554			313,417
Land sales operations		(208,548	)		(43,212	)		(251,760	)

Master Planned Communities net operating income		46,315			15,342			61,657


Real estate property net operating income		1,310,444			319,297		$	1,629,741


Management and other fees		65,224			—
Property management and other costs		(63,814	)		—
Headquarters/regional costs		(49,422	)		(21,184	) (a)
General and administrative		(10,005	)		(1,236	)
Depreciation on non-income producing assets, including headquarters building		(10,274	)		—
Interest income		7,305			3,908
Interest expense		(761,022	)		(113,035	)
Income taxes		(27,609	)		111
Preferred unit distributions		(19,675	)		—

FFO		441,152			187,861
Equity in FFO of Unconsolidated Properties		187,861			(187,861	)

Operating Partnership FFO	$	629,013		$	—


	Nine Months Ended September 30, 2004
	Consolidated			Unconsolidated			Segment
	Properties			Properties			Basis
Retail and Other
Property revenues:
Minimum rents	$	698,232		$	198,462		$	896,694
Tenant recoveries		319,264			93,476			412,740
Overage rents		23,168			3,426			26,594
Other, including discontinued operations		36,547			5,105			41,652

Total property revenues		1,077,211			300,469			1,377,680

Property operating expenses:
Real estate taxes		87,124			27,083			114,207
Repairs and maintenance		77,265			21,769			99,034
Marketing		33,325			9,732			43,057
Other property operating costs		141,048			39,538			180,586
Provision for doubtful accounts		7,940			1,920			9,860

Total property operating expenses		346,702			100,042			446,744

Real estate property net operating income		730,509			200,427		$	930,936


Management and other fees		57,263			—
Property management and other costs		(55,652	)		—
Headquarters/regional costs		(15,302	)		(16,668	) (a)
General and administrative		(7,080	)		(2,989	)
Depreciation on non-income producing assets, including headquarters building		(8,912	)		—
Interest income		1,119			1,216
Interest expense		(278,564	)		(65,275	)
Income taxes		(40	)		—
Preferred unit distributions		(29,097	)		—

FFO		394,244			116,711
Equity in FFO of Unconsolidated Properties		116,711			(116,711	)

Operating Partnership FFO	$	510,955		$	—


(a)		Includes property management and other fees to General Growth Management, Inc. and also, in 2005, the Rouse Management Company, Inc.

GENERAL GROWTH PROPERTIES, INC.
SUPPLEMENTAL DISCLOSURE OF CERTAIN REVENUES AND EXPENSES
REFLECTED IN FFO AND NOI
(In thousands)


	Three Months Ended						Three Months Ended
	September 30, 2005						September 30, 2004
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	11,002		$	3,358		$	7,045		$	1,912
Straight-line rent		18,725			3,826			3,679			1,155
Other property operating costs:
Below-market ground leases		(2,716	)		(226	)		—			—
Real estate taxes:
Real estate tax stabilization agreement		(1,005	)		—			—			—
Interest expense:
Mark-to-market adjustments on debt		11,378			(2,663	)		195			—
Amortization of deferred finance costs		(2,624	)		(408	)		(3,292	)		(876	)
Debt extinguishment costs		194	(a)		(1,476	)		—			—


	Nine Months Ended						Nine Months Ended
	September 30, 2005						September 30, 2004
	Consolidated			Unconsolidated			Consolidated			Unconsolidated
	Properties			Properties			Properties			Properties
Minimum rents:
Above- and below-market tenant leases, net	$	25,349		$	12,540		$	19,079		$	5,615
Straight-line rent		41,640			5,131			8,800			3,004
Other property operating costs:
Below-market ground leases		(6,351	)		(534	)		—			—
Real estate taxes:
Real estate tax stabilization agreement		(3,032	)		—			—			—
Interest expense:
Mark-to-market adjustments on debt		37,783			(2,663	)		601			—
Amortization of deferred finance costs		(6,866	)		(1,916	)		(8,910	)		(2,080	)
Debt extinguishment costs		(4,419	)		(1,708	)		(6,187	)		(507	)


(a)		Includes write-off of mark-to-market adjustments on refinanced debt.

GENERAL GROWTH PROPERTIES, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
(In thousands)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Reconciliation of Real Estate Property Net Operating Income (“NOI”) to GAAP Operating Income
Real estate property net operating income:
Segment basis	$	569,963		$	326,915		$	1,629,741		$	930,936
Unconsolidated Properties		(111,506	)		(70,351	)		(319,297	)		(200,427	)

Consolidated Properties		458,457			256,564			1,310,444			730,509
Management and other fees		22,409			18,400			65,224			57,263
Property management and other costs		(20,266	)		(18,568	)		(63,814	)		(55,652	)
Headquarters/regional costs		(19,380	)		(3,063	)		(49,422	)		(15,302	)
General and administrative		(3,559	)		(2,078	)		(10,005	)		(7,080	)
Depreciation and amortization		(177,307	)		(82,027	)		(513,691	)		(240,687	)
Discontinued operations and minority interest in NOI of Consolidated Properties		448			(937	)		1,293			(2,769	)

Operating Income	$	260,802		$	168,291		$	740,029		$	466,282


Reconciliation of Funds From Operations (“FFO”) to GAAP Net Income (Loss)
FFO:
Company stockholders	$	172,905		$	143,715		$	512,054		$	407,131
Operating Partnership unitholders		38,906			36,513			116,959			103,824

Operating Partnership		211,811			180,228			629,013			510,955
Depreciation and amortization of capitalized real estate costs		(217,275	)		(99,855	)		(615,153	)		(291,933	)
FFO of discontinued operations		—			(1,387	)		—			(4,054	)
Allocations to Operating Partnership unitholders		(1,370	)		(16,013	)		(4,977	)		(43,412	)

Income (loss) from continuing operations		(6,834	)		62,973			8,883			171,556
Income from discontinued operations, net of minority interest		—			1,000			—			2,687

Net income (loss)	$	(6,834	)	$	63,973		$	8,883		$	174,243


Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Affiliates
Equity in Unconsolidated Properties:
NOI	$	111,506		$	70,351		$	319,297		$	200,427
Net interest expense		(41,213	)		(21,570	)		(109,127	)		(64,059	)
Headquarters and general and administrative expenses		(6,955	)		(7,921	)		(22,309	)		(19,657	)

FFO		63,338			40,860			187,861			116,711

Depreciation and amortization of capitalized real estate costs		(44,144	)		(21,174	)		(112,560	)		(60,941	)

Equity in income of unconsolidated affiliates	$	19,194		$	19,686		$	75,301		$	55,770


Reconciliation of Weighted Average Shares Outstanding
Basic:
Weighted average number of shares outstanding — FFO per share		291,820			274,145			291,501			273,693
Conversion of Operating Partnership units		(53,602	)		(55,540	)		(54,202	)		(55,613	)

Weighted average number of Company shares outstanding — GAAP EPS		238,218			218,605			237,299			218,080


Diluted:
Weighted average number of shares outstanding — FFO per share		292,842			274,838			292,280			274,372
Conversion of Operating Partnership units		(53,602	)		(55,540	)		(54,202	)		(55,613	)
Anti-dilutive common stock equivalents for GAAP EPS		(1,022	)		—			—			—

Weighted average number of Company shares outstanding — GAAP EPS		238,218			219,298			238,078			218,759

General Growth Properties, Inc.

Summary Retained FFO
(dollars in thousands)


	Three Months			Year to
	Ended			Date
	09/30/05			09/30/05
Cash From Recurring Operations

FFO — Operating Partnership	$	211,811		$	629,013
Plus (Less):
Excess non-FFO cash from Master Planned Communities		(1,431	)		20,054
Deferred income taxes		14,980			27,609
Tenant allowances and capitalized leasing costs (a)		(36,080	)		(98,768	)

Straight line rents adjustment		(22,551	)		(46,771	)
Non-cash rental revenue recognized pursuant to SFAS #141 and #142		(14,360	)		(37,889	)
Non-cash ground rent expense recognized pursuant to SFAS #141 and #142		2,942			6,885

Mark-to-market adjustments on debt		(8,715	)		(35,120	)
Amortization of deferred finance costs		3,032			8,782


Cash From Recurring Operations - Operating Partnership	$	149,628		$	473,795


Retained Funds From Recurring Operations

Cash From Recurring Operations — Operating Partnership (From Above)	$	149,628		$	473,795
Plus (Less):
Common dividends/distributions paid (b)		(105,094	)		(314,670	)


Retained Funds From Recurring Operations — Operating Partnership	$	44,534		$	159,125


(a)		Adjusted to exclude new development and redevelopment tenant allowances.

(b)		FFO has already been reduced by distributions on preferred partnership units.


(a)		To reflect only recurring tenant allowances, new development costs have been excluded.

(b)		Excludes discontinued operations.

(c)		Includes cumulative incremental straight-line rent related to a modification in GGP’s recognition policies for tenant holidays and inducements, of $6.5 million for consolidated properties and $3.6 million for unconsolidated properties.

General Growth Properties, Inc.

Trailing Twelve Month EBITDA and Coverage Ratios (a)

(dollars in thousands except per share data)


	Twelve Months ended
	09/30/05			06/30/05			03/31/05			12/31/04
Pro Rata EBITDA
GAAP Net Income	$	102,492		$	127,240		$	221,794		$	267,852
Income: Discontinued Operations, net		1,338			549			2,239			3,028
Income Allocated to Minority Interests		57,583			125,110			152,651			105,473
Interest Expense		1,116,486			1,096,403			725,053			535,902
Income Taxes		29,881			13,830			1,076			2,383
Amortization of Deferred Financing Fees		11,186			11,160			12,232			13,394
Debt Extinguishment Costs		15,954			9,794			11,643			16,521
Interest Income		(14,148	)		(12,307	)		(7,427	)		(5,270	)
Depreciation		786,384			772,170			559,992			452,890

Pro Rata EBITDA (a)	$	2,107,156		$	2,143,949		$	1,679,253		$	1,392,173

Net Interest (a)
Amortization of Deferred Financing Fees	$	(11,186	)	$	(11,160	)	$	(12,232	)	$	(13,394	)
Debt Extinguishment Costs		(15,954	)		(9,794	)		(11,643	)		(16,521	)
Interest expense		(1,116,486	)		(1,096,403	)		(725,053	)		(535,902	)
Interest income		14,148			12,307			7,427			5,270

Net Interest	$	(1,129,478	)	$	(1,105,050	)	$	(741,501	)	$	(560,547	)


Interest Coverage Ratio		1.87			1.94			2.26			2.48


Fixed Charges (b)
Net Interest	$	(1,129,478	)	$	(1,105,050	)	$	(741,501	)	$	(560,547	)
Preferred Unit Distributions		(28,155	)		(30,028	)		(35,394	)		(37,577	)

Fixed Charges	$	(1,157,633	)	$	(1,135,078	)	$	(776,895	)	$	(598,124	)


Ratio of Fixed Charges to Pro Rata EBITDA		1.82			1.89			2.16			2.33


Fixed Charges & Common Dividend
Fixed Charges	$	(1,157,633	)	$	(1,135,078	)	$	(776,895	)	$	(598,124	)
Common Dividend/Distributions		(495,808	)		(422,457	)		(271,912	)		(345,263	)

Fixed Charges + Dividend	$	(1,653,441	)	$	(1,557,535	)	$	(1,048,807	)	$	(943,387	)


Ratio of Fixed Charges + Common Dividend to Pro Rata EBITDA		1.27			1.38			1.60			1.48


(a)		Includes operations of the Unconsolidated Real Estate Affiliates at the Company’s share

(b)		Excludes principal amortization payments

General Growth Properties, Inc.

Computation of Comparable Property NOI Growth
(dollars in thousands except per share data)


	Three Months Ended						Year to Date
	09/30/05			09/30/04			09/30/05			09/30/04

Total NOI	$	569,963		$	326,915		$	1,629,741		$	930,936
NOI from noncomparable properties		(225,650	)		(27,700	)		(685,607	)		(112,361	)
NOI from Corporate and other		(1,986	)		(1,768	)		(6,552	)		(4,290	)
NOI from land sales		(21,468	)		—			(61,657	)		—


Comparable NOI (a)	$	320,859		$	297,447		$	875,925		$	814,285


Increase in Comparable NOI from prior period		7.9	%					7.6	%


(a)		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.

General Growth Properties, Inc.

Master Planned Communities
(dollars in thousands)


										Unconsolidated
	Consolidated Properties									Property @ share		Company Portfolio
												Total Master
												Planned
	Columbia		Summerlin		Houston			Total		Woodlands		Communities
	Operations		Operations		Operations			Consolidated		Operations		Segment
For the three months ended September 30, 2005
Land Sales	$	14,954	$	64,158	$	—		$	79,112	$	21,331	$	100,443
Land Sales Operations		10,380		49,823		150			60,353		18,622		78,975


Net Operating Income	$	4,574	$	14,335	$	(150	)	$	18,759	$	2,709	$	21,468


For the nine months ended September 30, 2005
Land Sales	$	62,053	$	192,810	$	—		$	254,863	$	58,554	$	313,417
Land Sales Operations		52,463		155,577		508			208,548		43,212		251,760


Net Operating Income	$	9,590	$	37,233	$	(508	)	$	46,315	$	15,342	$	61,657	(a)


(a)		Excluding purchase accounting mark-to-market adjustments, NOI would have been $139 million.

Valuation


Investment land and land held for development and sale:
Net Book Value — Balance Sheet as of 9/30/2005	$	1,699,669
Estimated Value of Assets as of 12/31/2004 (a)		3,182,395


(a)		The net book value reflects the recorded carrying amount of the assets in the Company’s financial statements including our share of the Woodlands Operations. 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.

Net Cash Flow Generated


	Year to
	Date
	09/30/05
Net Operating Income	$	61,657
Cost of land sales		114,483
Woodlands operations (a)		(15,342	)
Other Non-cash Adjustments (b)		47,006


Total cash generated		207,804

Land Development Expenditures, net of related financing		(126,093	)


Estimated Net Cash Flow Generated by Master Planned Communities segment (c)	$	81,711


(a)		Cash from the Woodlands operations is not distributed to GGP.

(b)		Includes collections of builder notes receivable, conversion of accrual basis expenses, such as builders price participation, to a cash basis and other miscellaneous items.

(c)		Excludes amounts to be paid pursuant to the Contingent Stock Agreement and income taxes on the earnings of taxable REIT subsidiaries (“TRS’s”) in the Master Planned Community segment. GGP’s taxes are based on the results of the company as a whole, including taxable income/losses of these and other TRS’s.

General Growth Properties, Inc.

Capital Information
(dollars in thousands except per share data)


	Period Ending
	09/30/05			12/31/04			12/31/03			12/31/02
Capital Information

Closing common stock price per share	$	44.93		$	36.16		$	27.75		$	17.33
52 Week High (a)	$	47.48		$	36.90		$	27.89		$	17.43
52 Week Low (a)	$	30.90		$	24.31		$	16.09		$	12.67
Total Return — Trailing Twelve Months (share appreciation and dividend)		27.2	%		34.8	%		66.0	%		41.4	%

Common Shares and Common Units outstanding at end of period		292,015,968			290,256,345			273,006,226			245,859,996

Portfolio Capitalization Data
Total Portfolio Debt (b)
Fixed	$	17,050,466		$	13,807,734		$	5,720,545		$	4,308,863
Variable	$	6,335,732		$	9,173,400		$	2,806,803		$	2,430,864
Convertible Preferred Stock (greater of market or par)		—			—			—			449,415
Total Preferred Minority Interest		206,914			403,161			495,211			468,201
Stock market value of common stock and Operating Partnership units outstanding at end of period		13,120,277			10,495,669			7,575,923			4,261,573

Total Market Capitalization at end of period	$	36,713,389		$	33,879,964		$	16,598,482		$	11,918,916


Leverage Ratio (%)		63.7	%		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.

General Growth Properties, Inc.

Changes in Total Common & Equivalent Shares


	Operating			Company						Total Common
	Partnership			Common		Treasury				& Equivalent
	Units			Shares		Stock				Shares
Common Shares and Operating Partnership Units (“OP Units”) Outstanding at December 31, 2004		55,532,263			234,724,082		—				290,256,345

Direct Stock Purchase and Dividend Reinvestment Plan		—			55,364		—				55,364

Employee Stock Purchase Plan		—			111,976		—				111,976

Conversion of Preferred Units to OP Units and then to Common Shares		—			671,687		—				671,687

Conversion of OP Units into Common Shares		(2,092,522	)		2,092,522						—

Issuance of Stock for Stock Option Exercises and Restricted Stock Grants		—			1,124,461		457,750				1,582,211

Issuance of Stock pursuant to the Hughes Contingent Stock Agreement		—			551,985		1,000,400				1,552,385

Purchase of Treasury Stock							(2,214,000	)			(2,214,000	)


Common Shares and OP Units Outstanding at September 30, 2005		53,439,741			239,332,077		(755,850	)	(a)		292,015,968	(a)


Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options at September 30, 2005											1,028,557


Diluted Common Shares and OP Units Outstanding at September 30, 2005											293,044,525


Weighted Average Common Shares and OP Units Outstanding for the nine months ended September 30, 2005 (Basic)											291,500,704

Weighted Average Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options											779,757


Fully Diluted Weighted Average Common Shares and OP Units Outstanding for the nine months ended September 30, 2005											292,280,461


(a)		87,454 shares relating to treasury stock were issued in October due to the issuance of stock for stock option exercises.

General Growth Properties, Inc.

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


	Consolidated						Unconsolidated					Company
	Properties						Properties (b)					Portfolio
				Current					Current					Current
				Average					Average					Average
	Maturing			Interest			Maturing		Interest			Maturing		Interest
Year	Amount (a)			Rate (c)			Amount (a)		Rate (c)			Amount (a)		Rate (c)
2005	$	17,820			4.95	%	$	51,565		3.93	%	$	69,385		10.22	%
2006		1,093,204			5.87	%		289,595		5.50	%		1,382,799		5.83	%
2007		4,580,232			5.52	%		549,783		4.68	%		5,130,015		5.38	%
2008		3,868,672			5.58	%		324,449		5.44	%		4,193,121		5.42	%
2009		3,510,190			5.12	%		309,620		5.59	%		3,819,810		5.07	%
2010		3,576,162			5.05	%		417,012		4.83	%		3,993,174		5.00	%
2011		1,162,822			6.58	%		289,942		6.49	%		1,452,764		6.56	%
2012		1,125,290			5.78	%		564,271		5.09	%		1,689,561		5.68	%
2013		866,939			5.39	%		198,941		5.13	%		1,065,880		5.34	%
2014		81,553			5.47	%		74,477		4.73	%		156,030		5.12	%
Subsequent		412,934			0.00	%		20,725		5.95	%		433,659		5.42	%


Totals	$	20,295,818	(d)		5.49	%	$	3,090,380		5.42	%	$	23,386,198		5.48	%


Fixed Rate (e)		14,495,686			5.45	%		2,554,780		5.41	%		17,050,466		5.45	%
Variable Rate (e)		5,800,132			5.59	%		535,600		5.43	%		6,335,732		5.58	%


Totals	$	20,295,818	(d)		5.49%	(f)	$	3,090,380		5.42	%(f)	$	23,386,198		5.48%	(f)

Average Years to Maturity

Fixed Rate Debt

5.72 years

5.95 years

5.75 years

Variable Rate Debt

3.56 years

3.47 years

3.55 years

All GGP Debt

5.10 years

5.52 years

5.15 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 September 30, 2005 for all variable rate loans.

(d)		Reconciliation to GGP Consolidated GAAP debt


	Consolidated
Consolidated debt, from above	$	20,295,818
Minority interest ownership adjustment		68,115
Purchase accounting mark-to-market adjustment		153,228

GGP Consolidated GAAP debt	$	20,517,161


(e)		Includes the effects of swaps.

(f)		Does not include the effect of deferred financing fees (See debt detail, in which rates reflect deferred fees).

(COMPANY PORTFOLIO MATURITY SCHEDULE BY YEAR GRAPH)

General Growth Properties, Inc.

Outstanding Debt by Maturity Date
Consolidated Properties
As of September 30, 2005
(dollars in thousands)


FIXED RATE
Loan	Maturity Date		Rate			Total Debt Balance

CMBS
GGP-MP Trust (a)		11/15/06		5.50	%	$	314,430
13 Affiliates (b)		11/15/07		5.65	%		868,765

Secured Asset Loans
Oakwood		01/01/06		8.41	%		48,951
One Arizona Ctr		01/01/06		9.22	%		2,210
Two Arizona Ctr		01/01/06		9.22	%		2,757
Country Hills		05/01/06		7.45	%		5,162
Beachwood Place SWAP		06/01/06		5.34	%		110,000
Columbia Mall		06/01/06		5.43	%		185,000
Fashion Place SWAP		06/01/06		3.41	%		80,000
Woodlands		06/01/06		7.03	%		1,657
Lakeview Square		06/15/06		10.02	%		22,432
Beachwood Place		07/01/06		9.51	%		21,430
Beachwood Place		07/01/06		7.76	%		7,294
Beachwood Place		07/01/06		7.63	%		66,421
10000 Covington Cross Drive		12/01/06		8.45	%		3,118
10190 Covington Cross Drive		12/01/06		8.45	%		5,931
1201/41 Town Center Dr		12/01/06		8.45	%		6,339
1251 Center Crossing Road		12/01/06		8.45	%		1,842
1251 Town Center Drive		12/01/06		8.45	%		4,609
1635 Village Center Circle		12/01/06		8.45	%		3,628
9950/80 Covington Cross		12/01/06		8.45	%		5,183
South Street SWAP		12/11/06		6.84	%		11,600
Augusta Mall		02/01/07		8.13	%		48,140
Columbia Development		04/01/07		6.76	%		13,211
Columbia Development		04/01/07		7.56	%		31,969
Columbia Mall		04/01/07		7.95	%		8,956
Mondawmin Mall		04/01/07		7.95	%		16,701
White Marsh		12/01/07		7.91	%		72,116
Columbia Development		01/01/08		7.46	%		49,926
Columbia Development		01/01/08		7.34	%		108,689
Fashion Show		01/01/08		3.82	%		374,984
Harborplace		01/01/08		8.16	%		29,522
Mall St Vincent		01/01/08		7.11	%		17,630
Office Buildings		02/01/08		9.00	%		40,768
Provo Mall		02/01/08		4.51	%		36,725
Spokane Valley Mall		02/01/08		4.51	%		30,368
Four Owings Mills Land		04/01/08		8.88	%		4,157
Phoenix Theatre		04/01/08		8.39	%		3,428
Three Owings Mills		04/01/08		8.88	%		11,397
Two Owings Mills		04/01/08		7.03	%		14,382
Mayfair		06/11/08		3.13	%		191,179
Animas Valley		07/01/08		3.63	%		26,472
Grand Teton		07/01/08		3.63	%		28,363
Salem Center		07/01/08		3.63	%		27,417
Tucson Mall		07/11/08		4.29	%		125,897
Pioneer Place		08/01/08		7.10	%		111,227
Pioneer Place		08/01/08		7.60	%		12,587
Foothills I		09/01/08		6.57	%		22,178
Foothills II		09/01/08		6.68	%		22,218
Northtown Mall		09/01/08		6.68	%		77,335
Spring Hill		10/01/08		6.61	%		83,449
Bayside Limited Partnership		11/01/08		5.92	%		56,924
Birchwood		11/01/08		6.72	%		40,945


(a)		The “GGP-MP Trust” CMBS pool is comprised of Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall, Superstition Springs, Tysons Galleria, Eastridge Mall, Landmark Mall, and Northgate 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.

General Growth Properties, Inc.

Outstanding Debt by Maturity Date
Consolidated Properties
As of September 30, 2005
(dollars in thousands)


FIXED RATE
						Total Debt
Loan	Maturity Date		Rate			Balance

Secured Asset Loans Cont.
Mall of the Bluffs		11/01/08		6.72	%	$	40,945
Oakwood		11/01/08		6.70	%		54,594
Pierre Bossier		11/01/08		6.54	%		38,053
Southwest Plaza		11/01/08		6.54	%		78,039
Chico Mall		02/11/09		4.81	%		60,471
Jordan Creek		03/01/09		4.59	%		197,724
Southland		03/01/09		3.65	%		87,658
JP Comm Sr. Austin Bluffs		04/01/09		4.47	%		2,531
JP Comm Sr. Division Crossing		04/01/09		4.47	%		5,834
JP Comm Sr. Fort Union		04/01/09		4.47	%		3,045
JP Comm Sr. Halsey Crossing		04/01/09		4.47	%		2,855
JP Comm Sr. Orem Plaza Center St		04/01/09		4.47	%		2,722
JP Comm Sr. Orem Plaza State St		04/01/09		4.47	%		1,684
JP Comm Sr. Riverpointe Plaza		04/01/09		4.47	%		4,216
JP Comm Sr. Riverside Plaza		04/01/09		4.47	%		6,033
JP Comm Sr. Woodlands Village		04/01/09		4.47	%		7,708
Prince Kuhio		04/01/09		3.51	%		40,873
Town East		04/10/09		3.51	%		113,866
Grand Canal Shoppes		05/01/09		4.79	%		419,163
Coastland		06/01/09		7.17	%		80,315
Coastland II		06/01/09		5.15	%		22,776
The Crossroads (MI)		06/01/09		7.40	%		42,152
Woodbridge		06/01/09		4.29	%		222,274
Apache		08/01/09		7.05	%		52,763
TRC of Nevada, Inc. Retail		08/01/09		7.04	%		12,398
Cumberland		08/10/09		7.88	%		93,554
Oakview		10/01/09		7.82	%		77,708
Baybrook		11/01/09		7.82	%		89,049
Baybrook II		11/01/09		5.11	%		67,337
Coral Ridge		11/01/09		6.59	%		74,397
Coral Ridge II		11/01/09		5.07	%		30,698
North Star		11/12/09		4.47	%		248,066
Governor’s Square		12/01/09		7.66	%		63,284
Lakeside Mall Property		12/01/09		4.31	%		192,654
Mall St Matthews		01/01/10		4.84	%		153,496
Ward Centre & Ward Entertainment		01/01/10		4.33	%		62,250
Park Place		01/11/10		5.17	%		186,998
Visalia		01/11/10		3.85	%		46,406
Lansing I		01/15/10		9.58	%		27,522
Pecanland		03/01/10		4.32	%		63,783
Southland Mall		03/05/10		5.10	%		115,215
Providence Place		03/11/10		5.15	%		377,520
Ridgedale		04/01/10		4.90	%		188,896
West Valley		04/01/10		3.47	%		63,273
Pioneer Place		04/27/10		10.00	%		1,422
Peachtree		06/01/10		5.12	%		94,688
Coronado		06/06/10		5.11	%		178,412
La Cantera		06/06/10		5.18	%		135,000
Maine		06/11/10		4.85	%		229,204
Burlington		07/01/10		5.36	%		31,500
Glenbrook		07/01/10		4.94	%		187,591
Regency Square		07/01/10		3.63	%		101,710
St. Louis Galleria		07/05/10		4.87	%		251,445
Lynnhaven		07/06/10		5.11	%		250,472
Boise Towne Plaza		07/09/10		4.77	%		11,682
JP Comm Jr. Gateway Crossing		07/09/10		4.77	%		16,295
JP Comm Jr. Univ. Crossing		07/09/10		4.77	%		12,166
Crossroads Center (MN)		08/01/10		4.82	%		89,739
Chapel Hills		09/11/10		5.04	%		122,000
70 Columbia Corporate Center,		10/01/10		10.15	%		20,301

General Growth Properties, Inc.

Outstanding Debt by Maturity Date
Consolidated Properties
As of September 30, 2005
(dollars in thousands)


FIXED RATE
Loan	Maturity Date		Rate			Total Debt Balance

Secured Asset Loans Cont.
Park City		10/01/10		5.21	%	$	158,656
Staten Island Shopping Center		10/01/10		8.15	%		76,954
Staten Island Shopping Center		10/01/10		5.09	%		85,000
Fashion Place		10/05/10		5.31	%		152,000
110 North Wacker		10/11/10		5.04	%		48,000
Westlake Center		01/01/11		7.89	%		28,528
Westlake Ctr Office		01/01/11		7.90	%		39,622
Rogue Valley		01/11/11		7.85	%		27,586
Boise Towne Square		02/09/11		6.71	%		74,921
10000 West Charleston		03/01/11		7.88	%		22,935
Capital		04/01/11		7.41	%		21,334
Eden Prairie		04/01/11		4.73	%		85,144
Gateway		04/01/11		7.38	%		41,811
Greenwood		04/01/11		7.36	%		46,942
Northridge Fashion		07/01/11		7.29	%		133,488
RiverTown Junior Loan		07/01/11		9.15	%		16,455
RiverTown Senior Loan		07/01/11		7.33	%		107,909
Willowbrook Mall		07/01/11		6.82	%		167,107
Collin Creek Mall		07/10/11		6.78	%		70,711
Bayshore		09/01/11		7.24	%		32,783
One Owings Mills		12/01/11		8.50	%		7,035
Eastridge (WY )		12/05/11		5.08	%		41,470
Pine Ridge		12/05/11		5.08	%		27,960
Red Cliffs		12/05/11		5.15	%		26,574
Three Rivers		12/05/11		5.15	%		22,764
Hulen Mall		12/07/11		5.09	%		119,745
Southpoint Mall		04/06/12		5.39	%		253,665
Oviedo		05/05/12		5.18	%		54,755
Oglethorpe		07/01/12		4.89	%		149,672
Sikes Senter		07/01/12		5.23	%		64,792
Valley Plaza		07/11/12		3.93	%		102,904
Corporate Point — Bldg 2		09/11/12		6.83	%		4,751
Corporate Point — Bldg 3		09/11/12		6.83	%		4,751
Grand Traverse		10/01/12		5.02	%		90,000
Oxmoor		06/01/13		6.85	%		59,565
Senate Plaza		06/30/13		5.71	%		12,651
1160 Town Center Drive		07/15/13		6.99	%		6,072
1180 Town Center Drive		07/15/13		6.99	%		4,349
The Boulevard		08/01/13		4.30	%		115,715
The Meadows		08/01/13		5.49	%		108,946
Four Seasons		12/11/13		5.60	%		108,943
Valley Hills		03/05/14		4.75	%		60,617
Beachwood Place		06/01/14		9.01	%		11,686
Bayside		07/01/14		5.92	%		9,250
Paramus Park		10/01/15		4.86	%		110,000
Bellis Fair		02/15/16		7.34	%		67,438
Riverwalk		01/01/17		6.55	%		11,438
Summerlin Land		02/01/17		7.63	%		2,900
Houston		12/01/17		5.30	%		5,428
Baltimore Center Garage		06/01/18		6.05	%		20,328
10450 W. Charleston		01/01/19		6.84	%		5,616
Houston		12/01/21		5.30	%		961
Riverwalk		12/01/22		9.94	%		1,200
Providence Place		07/01/28		7.75	%		49,763
Baltimore Center Land		12/01/30		7.89	%		26,923
Baltimore Ctr Garage		12/01/30		7.89	%		726
Baltimore Ctr Office		12/01/30		7.89	%		39,975
Houston		05/01/31		5.30	%		20,240
Provo Land Loan		08/01/95		10.07	%		2,250

Corporate Debt
Houston		05/05/08		4.75	%		19,495
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
JP Realty Public Notes Series D		03/11/08		7.29	%		25,000
Mall St Matthews		05/01/08		9.00	%		381
Princeton Land		07/01/08		3.00	%		10,710
Princeton Land East		07/01/08		3.00	%		10,290
Public Debt		03/13/07		8.78	%		1,000

General Growth Properties, Inc.

Outstanding Debt by Maturity Date
Consolidated Properties
As of September 30, 2005
(dollars in thousands)


FIXED RATE
Loan	Maturity Date		Rate			Total Debt Balance

Corporate Debt Cont.
Public Debt		03/22/07		8.44	%	$	1,000
Public Debt		03/15/09		3.63	%		400,000
Public Debt		04/30/09		8.00	%		200,000
Public Debt		09/15/12		7.20	%		400,000
Public Debt		11/26/13		5.38	%		350,000
Public Debt		11/26/13		5.38	%		100,000
Riverwalk		10/01/05		10.00	%		3
Rouse Teachers Property		11/30/08		6.94	%		58,000
Three Owings Mills Land		01/01/09		12.50	%		1,850
Three Owings Mills Land		01/01/09		12.50	%		650

Swaps (a)
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

Special Improvement Districts
Misc SID’s		10/01/09		5.45	%		518
SID 10000 Covington Cr		10/01/09		5.25	%		38
SID 10190 Covington Cross Drive		10/01/09		5.50	%		54
SID Crossing Bus Ctr		11/01/09		5.38	%		95
SID Summerlin Land		11/01/09		5.38	%		176
Other SID’s		04/01/16		5.48	%		879
SID Summerlien		02/01/20		8.25	%		1,177
SID Summerlin Regional Ctr		02/01/20		8.25	%		6,052
SID Summerlien		05/01/21		7.88	%		10,096
SID Summerlien		05/01/21		7.75	%		10,931
SID THHC Land		06/01/21		7.75	%		13,061
SID THHC Land		06/01/23		6.65	%		3,082


Total Consolidated Fixed Rate Debt						$	14,495,686


VARIABLE RATE
Loan	Maturity Date		Rate (b)			Total Debt Balance

CMBS
GGP-MP Trust (c)		02/15/09		7.93	%	$	182,210

Secured Asset Loans
Rouse Teachers Finance, Inc		12/01/05		4.95	%		17,817
Fashion Place SWAP		06/01/06		3.69	%		(80,000	)
Lansing II		07/21/06		5.27	%		40,000
Century Plaza		10/01/07		5.06	%		30,800
Eagle Ridge		10/01/07		5.14	%		26,800
Knollwood		10/01/07		5.11	%		18,400
Mall of Louisianna		03/05/09		5.18	%		185,000
Stonestown		08/09/09		4.65	%		220,000
Rouse Arizona Retail Ctr LP		03/01/10		5.65	%		8,100
Crossroads Center (MN) Mezzanine		08/01/10		5.58	%		28,466
Houston		06/01/33		7.25	%		2,465

Corporate Debt
Victoria Ward Limited		12/15/06		5.10	%		92,000
GGPLP/GGPLPLLC Term Swap		11/12/07		5.73	%		2,886,374
GGPLP/GGPLPLLC Revolver		11/12/07		5.56	%		156,000
GGPLP/GGPLPLLC Term B		11/12/08		5.73	%		1,985,000
Seaport Marketplace Theater		11/30/13		5.36	%		700


Total Consolidated Variable Rate Debt						$	5,800,132



Total Consolidated Debt & Swaps				5.53%	(d)	$	20,295,818


(a)		Variable rate debt converted to fixed rate debt through use of interest rate swaps.

(b)		Reflects the variable contract rate as of September 30, 2005.

(c)		The “GGP-MP Trust” CMBS pool is comprised of Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall, Superstition Springs, Tysons Galleria, Eastridge Mall, Landmark Mall, and Northgate Mall.

(d)		Rates include the effects of deferred financing costs and interest rate swaps.

General Growth Properties, Inc.

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


FIXED RATE
								Company ProRata
Loan	Maturity Date		Rate			Total Debt		Share

CMBS
GGP-MP Trust (a)		11/15/06		5.46	%	$	234,112	$	118,880
13 Affiliates (b)		11/15/07		5.82	%		138,635		70,704

Secured Asset Loans
Northpoint Jr		06/01/06		7.98	%		19,672		9,836
Northpoint Sr		06/01/06		7.48	%		77,880		38,940
The Woodlands		12/01/06		8.04	%		59,957		29,979
Woodlands community		06/01/07		7.75	%		2,245		1,179
Park Meadows		10/01/07		7.94	%		113,805		39,832
Park Meadows		10/01/07		6.67	%		22,492		7,872
Columbiana		05/11/08		4.21	%		69,148		34,574
Quail Springs		06/01/08		6.88	%		41,127		20,564
Neshaminy		07/01/08		6.76	%		60,000		15,000
Woodlands community		07/19/08		7.75	%		2,100		1,103
Woodlands community		07/25/08		7.75	%		3,688		1,936
Altamonte		09/01/08		6.55	%		113,114		56,557
Chula Vista		10/01/08		4.18	%		62,894		31,447
Towson Town Center		11/01/08		6.76	%		135,873		47,556
Deerbrook		03/01/09		3.53	%		81,958		40,979
Perimeter Shopping Center		05/01/09		6.78	%		124,097		62,048
Mizner Park Note A		07/01/09		4.85	%		8,683		4,341
Mizner Park Note B		07/01/09		4.85	%		52,274		26,137
Steeplegate		08/01/09		5.01	%		82,711		41,355
The Parks at Arlington		09/01/09		5.64	%		38,759		19,379
The Parks at Arlington		09/01/09		7.54	%		107,269		53,635
Carolina Place		01/11/10		4.63	%		167,292		83,646
Alderwood		07/06/10		4.96	%		302,325		151,163
Christiana Mall		08/01/10		4.62	%		119,845		59,922
Water Tower Place		09/01/10		4.98	%		182,576		100,417
Newgate		10/01/10		4.89	%		43,729		21,865
Newpark		02/01/11		7.48	%		71,678		35,839
Willowbrook Junior Loan		04/01/11		7.73	%		33,425		16,713
Willowbrook Senior Loan		04/01/11		6.60	%		63,319		31,659
Vista Ridge		04/11/11		6.89	%		85,329		42,665
Silver City Galleria		06/10/11		4.88	%		137,515		68,757
Austin Mall (Highland)		07/10/11		6.84	%		67,881		33,940
Northbrook Court		09/01/11		7.17	%		93,681		46,841
Arrowhead		10/01/11		6.92	%		81,178		13,528
Buckland Hills		07/01/12		4.94	%		174,620		87,310
Florence		09/10/12		5.07	%		102,000		72,000
Glendale Galleria		10/01/12		5.11	%		400,000		200,000
Oakbrook		10/01/12		5.13	%		229,704		116,024
Stonebriar		12/11/12		5.26	%		177,875		88,937
Bridgewater Commons I		01/01/13		5.81	%		31,334		10,967
Bridgewater Commons II		01/01/13		5.17	%		45,114		15,790
Bridgewater Commons III		01/01/13		5.16	%		67,671		23,685
Pembroke		04/11/13		4.99	%		138,913		69,457
West Oaks		08/01/13		5.29	%		74,106		37,053
Lakeland		10/01/13		5.17	%		58,398		29,199
Bay City		12/01/13		5.37	%		25,582		12,791
Washington Park		04/01/14		5.48	%		12,807		6,404
Brass Mill		04/11/14		4.55	%		135,739		67,870
CenterPointe Village Ctr		01/01/17		6.31	%		14,345		7,173
Trails Village Ctr		07/10/23		8.22	%		17,631		8,816
Lake Meade Blvd & Buffalo		07/15/23		7.20	%		6,494		3,247


(a)		The “GGP-MP Trust” CMBS pool is comprised of Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall, Superstition Springs,Tysons Galleria, Eastridge Mall, Landmark Mall, and Northgate 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.

General Growth Properties, Inc.

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


FIXED RATE
								Company ProRata
Loan	Maturity Date		Rate			Total Debt		Share

Unsecured Debt
Park Meadows		07/15/06		5.00	%	$	5,598	$	1,958

Special Improvement Districts
Other SIDS		11/01/09		6.52	%		624		311

Swaps (a)
CMBS Swap		02/15/06		4.65	%		75,000		37,500
CMBS Swap		02/15/07		4.65	%		50,000		25,000
Woodlands		07/03/06		4.74	%		100,000		52,500
Riverchase		10/15/06		4.15	%		200,000		100,000


Total Unconsolidated Fixed Rate Debt								$	2,554,780


VARIABLE RATE
									Company ProRata
Loan	Maturity Date		Rate (b)			Total Debt			Share

CMBS
GGP-MP Trust (c)		02/15/09		4.72	%	$	58,341		$	24,135

Secured Asset Loans
Woodlands community		10/01/05		6.25	%		101			53
Woodlands community		10/30/05		6.86	%		60,000			31,500
Woodlands community		12/31/05		6.51	%		38,119			20,012
Natick Mall		01/10/07		4.39	%		157,664			123,349
Galleria at Tyler		09/02/07		4.81	%		94,500			49,490
Clackamas		09/09/07		5.07	%		95,000			49,752
Kenwood Towne Centre		09/10/07		4.87	%		143,852			75,335
Woodlands community		11/01/07		6.00	%		3,325			1,745
Woodlands community		11/30/07		5.95	%		151,000			79,275
Woodlands community		11/30/07		7.95	%		50,000			26,250
First Colony		01/01/08		4.76	%		67,000			33,500
Woodlands community		01/01/08		6.25	%		6,969			3,659
Woodlands community		01/01/08		6.00	%		784			412
Woodlands community		07/01/08		5.75	%		1,033			542
Village of Merrick Park		11/01/08		5.17	%		194,000			77,600
Homart-MP SWAP (LIBOR)		02/15/09		3.77	%		(75,000	)		(37,500	)
Homart-MP SWAP (LIBOR)		02/15/09		3.77	%		(50,000	)		(25,000	)
Woodlands community		08/01/17		2.95	%		2,840			1,491


Total Unconsolidated Variable Rate Debt									$	535,600



Total Unconsolidated Debt & Swaps				5.50	%	(d	)		$	3,090,380



Total Debt & Swaps				5.53	%	(d	)		$	23,386,198

(a)		Variable rate debt converted to fixed rate debt through use of interest rate swaps

(b)		Reflects the variable contract rate as of September 30, 2005.

(c)		The “GGP-MP Trust” CMBS pool is comprised of Ala Moana Center, Piedmont Mall, Montclair Plaza, Moreno Valley Mall,

		Superstition Springs, Tysons Galleria, Eastridge Mall, Landmark Mall, and Northgate Mall.

(d)		Rates include the effects of deferred financing fees and interest rate swaps.

General Growth Properties, Inc.

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


	Consolidated			Unconsolidated			Company
	Retail			Retail			Retail
	Properties			Properties			Portfolio (b)
OPERATING STATISTICS (a)

Occupancy		91.8	%		93.1	%		92.2	%
Trailing 12 month total tenant sales per sq. ft. (c)	$	414		$	447		$	425
% change in total sales (c)		5.5	%		6.9	%		6.0	%
% change in comparable sales (c)		3.2	%		4.1	%		3.5	%
Mall and freestanding GLA excluding space under redevelopment (in sq. ft.)		41,884,108			18,699,111			60,543,219

CERTAIN FINANCIAL INFORMATION

Average annualized in place rent per sq. ft.	$	32.62		$	35.96
Average rent per sq. ft. for new/renewal leases	$	37.34		$	40.11
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)		7.6	%		8.9	%


(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 August.

(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.

General Growth Properties, Inc.

Retail Portfolio GLA, Occupancy, Sales & Rent Data

GLA as of September 30, 2005


									Avg. Mall/Outparcel
	Total Anchor GLA			Avg. Anchor GLA		Total Mall/Outparcel GLA			GLA		Total GLA
Consolidated		65,826,179			491,240		44,291,924			330,537		110,118,103
Unconsolidated		35,830,412			651,462		19,909,375			355,465		55,739,787

Company		101,656,591			537,866		64,201,299			339,689		165,857,890
% of Total		61.3	%				38.7	%				100	%

Occupancy History


	Consolidated			Unconsolidated			Company
9/30/2005		91.8	%		93.1	%		92.2	%
9/30/2004 (a)		90.9	%		90.7	%		90.8	%
12/31/2004		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


	Consolidated		Unconsolidated		Company
9/30/2005	$	414	$	447	$	425
9/30/2004 (a)		367		395		377
12/31/2004		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

Base Rental Rates in Dollars


	New/Renewals		Expirations		Releasing
	During Period		During Period		Spread
Consolidated
9/30/2005	$	37.34	$	29.63	$	7.71
9/30/2004 (a)		34.83		25.69		9.14
12/31/2004		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
9/30/2005	$	40.11	$	32.31	$	7.80
9/30/2004 (a)		36.69		32.35		4.34
12/31/2004		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


	Consolidated		Unconsolidated
9/30/2005	$	32.62	$	35.96
9/30/2004 (a)		30.45		33.85
12/31/2004		32.71		35.67
12/31/2003 (a)		28.37		32.63

Occupancy Cost as a % of Sales


	Consolidated			Unconsolidated			Company
9/30/2005		12.3	%		12.2	%		12.2	%
9/30/2004 (a)		11.3	%		11.9	%		11.5	%
12/31/2004		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.

General Growth Properties, Inc.

Lease Expiration Schedule and Lease Termination Income at Share
As of September 30, 2005
(in thousands)

Lease Expiration Schedule (a)



	Consolidated						Unconsolidated at share (b)
									Square
	Base Rent		Square Footage		Rent/Sq. Ft.		Base Rent		Footage		Rent/Sq. Ft.

2005	$	35,312		1,209	$	29.21	$	8,603		233	$	36.92
2006		101,123		3,333		30.34		28,687		856		33.51
2007		100,505		3,286		30.59		26,063		749		34.80
2008		106,176		3,285		32.32		24,940		701		35.58
2009		114,320		3,019		37.87		22,559		572		39.44
2010		122,591		3,379		36.28		25,945		633		40.99
2011		86,533		2,417		35.80		26,622		655		40.64
2012		94,212		2,451		38.44		36,991		952		38.86
2013		74,649		1,971		37.87		23,229		625		37.17
2014		78,098		2,149		36.34		23,470		634		37.02
Subsequent		107,632		3,134		34.34		41,165		1,141		36.08


Total at share (b)	$	1,021,151		29,633	$	34.46	$	288,274		7,751	$	37.19



All Expirations	$	1,021,151		29,633	$	34.46	$	572,638		15,335	$	37.34


(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				Nine Months Ended
	September 30,				September 30,
	2005		2004 (c)		2005		2004 (c)
Consolidated	$	1,802	$	1,783	$	11,075	$	7,046
Unconsolidated		196		877		2,217		2,365


Total Termination Income at Share	$	1,998	$	2,660	$	13,292	$	9,411


(c)		9/30/2004 data excludes results from the Rouse portfolio, acquired November 12, 2004.

(d)		Includes retail only.

General Growth Properties, Inc.

Developments & Expansions

Approved Redevelopment\Expansion Projects (over $10 million)

Forecasted Cost

($millions

Projected

Property

Description

Ownership %

at share)

Opening

Boise Towne Square

Main entrance renovation and streetscape expansion, Borders,

100

13.7

Q1 2007

Boise, ID

4 retail tenants and a restaurant

Bridgewater Commons

Development of a 94,000 sf life style center (Forecasted

14.2

Q3 2006

Bridgewater, NJ

cost is before purchase price allocation adjustment)

Carolina Place

Lifestyle addition with an REI, Linens ’N Things, Barnes &

14.8

Q4 2006

Noble and two restaurant outparcels; renovation of food court

Pineville, NC

and restrooms; refurbishing of mall interior

Clackamas Town Center

Lifestyle addition including interior renovation and parking

45.4

Q3 2007

Portland, OR

structure

Coastland Center

Streetscape and interior renovation

100

40.7

Q2 2006

Naples, FL

Cumberland Mall

Demolish old JCPenney along with a portion of parking lot and

100

17.9

Q3 2006

Atlanta, GA

replace with Costco

Buy vacant Macy’s space and convert to a one-level lifestyle

35.0

Q3 2006

center

Eastridge Mall

Renovation and remerchandising of interior including the

66.3

Q4 2005

repositioning of the food court and the addition of a

San Jose, CA

streetscape and an AMC theater

First Colony

Lifestyle addition with 19 retailers and 4 restaurants

31.3

Q3 2006

Sugarland, TX

Galleria at Tyler

Addition of retail, restaurants, theater and parking structure

23.8

Q3 2007

Riverside, CA

Kenwood Towne Centre

Development of a streetscape consisting of 81,000 sf of

17.9

Q4 2005

additional GLA, parking lot renovation and reconfiguration,

Cincinatti, OH

common area enhancements and new graphics

Mall of Louisiana

Rave Theater

100

27.8

Q1 2006

Baton Rouge, LA

Mayfair

Addition of Cheesecake Factory, Crate & Barrel, Wild Fire and

100

27.5

Q4 2005

Wauwautosa, WI

a parking deck

North Star Mall

Renovation of mall interior and food court, including

100

21.2

Q2 2006

reconfiguration of the main court, new signage and exterior

canopies (Forecasted cost is before purchase price

San Antonio, TX

allocation adjustment.)

Park City Center

Interior renovation, including center court facades, addition

100

31.1

Q4 2006

Lancaster, PA

of new facades at 4 major entrances, new flooring, lighting

and graphics

River Falls Mall

Purchase of Wal-Mart and Dillard’s building, and an addition

100

76.8

Q1 2006

of Bass Pro Shop, five big boxes and a theater

Clarksville, IN

River Hills Mall

Relocate Scheel’s All Sports and add Barnes & Noble

100

16.7

Q1 2007

Mankato, MN

Southwest Plaza

Redevelop Dillard’s building into two big box spaces for

100

16.5

Q4 2007

Littleton, CO

Steve and Barry’s and Dick’s Sporting Goods

Victoria Ward Centers

Multi-use project that is expected to include a significant residential component.

100

170.1

Q3 2007

Honolulu, HI

Westroads Mall

Replace anchor with AMC and mall shop, adding Cheesecake

18.8

Q1 2007

Omaha, NE

Factory and Granite City

General Growth Properties, Inc.
Developments & Expansions

New Projects in Development


		Forecasted
		Cost ($millions
Property	Description	at share)		Opening

Lincolnshire Commons	Specialty center with restaurants		38.4		Q3 2006
Lincolnshire, IL

Otay Ranch	800,000 sf open air lifestyle center		89.1		Q4 2006
Chula Vista (San Diego), CA

Pinnacle Hills Promenade	An open air hybrid center featuring		72.5		Q3 2006
Rogers, AK	Dillard’s and JCPenney department
	stores

New Projects in Pre-development


					Possible
Property	Description	Ownership %			Opening

Benson East	Development which includes shops, big box and restaurants		100	%		Q1 2007
Benson, MD

Bridges at Mint Hill	Development anchored by Belks and two other department stores		100	%		Q4 2007
Charlotte, NC

Circle T	Development of a 1.3 million sf center		100	%		Q2 2009
Westlake, TX

Circle T Power Center	Purchase a 150 acre site west of Circle T Ranch and develop a		100	%		Q3 2007
	lifestyle center

Elk Grove Promenade	1.3 million sf open air lifestyle center with retail,		100	%		Q2 2007
Elk Grove, CA	entertainment and big box components

North Haven Mall	Development located on 160 acres that will include three		100	%		Q4 2008
North Haven, CT	department stores, a strong mix of retailers, lifestyle tenants
	and a cinema

Shops at La Cantera	Phase ll of the La Cantera project including the addition of		100	%		Q2 2007
San Antonio, TX	Barnes & Noble, REI, 5 restaurants and a theater

Summerlin Town Center	1 million sf center located in the center of the Summerlin		100	%		Q2 2008
Las Vegas, NV	community that will include four department stores and a strong
	mix of upscale retailers

The Shops at Fallen Timbers	750,000 sf open air lifestyle center featuring Dillard’s, one		100	%		Q3 2006
Maumee (Toledo), OH	additional department store and a cinema

West Kendall Center	600,000 sf center that will include a Dillard’s and a wide range		100	%		Q3 2008
West Kendall, FL	of retailers in an open-air configuration

West Windsor Center	800,000 sf center that will include two department stores,		100	%		Q4 2008
West Windsor (Princeton), NJ	restaurants and a lifestyle component

Vista Commons	99,000 sf neighborhood shopping center in the Summerlin community		100	%		Q3 2006
Las Vegas, NV

Developments In Progress


Consolidated	$	409,696

Unconsolidated		152,218


Total Developments In Progress at September 30, 2005	$	561,914


June 30, 2005 Debt*	$	23,251,548

New Funding:
Property Related — Fixed		929,000

Refinancings:
Property Related — Fixed		(249,219	)
Property Related — Variable		(274,687	)
Non-Property Related — Variable		(207,465	)

Interest rate SWAP — Fixed		80,000
Interest rate SWAP — Variable		(80,000	)

Principal payments:
Other Property Related — Fixed		(62,731	)
Other Property Related — Variable		(248	)


September 30, 2005 Debt*	$	23,386,198


(a)		Based on FFO definitions that existed during the specified reporting period


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


(a)		Acquisition purchase prices are reflected at 100%

(b)		Excludes JP Realty Community Centers/Industrial Parks

(c)		Includes Rouse regional shopping centers and excludes Rouse community centers, office properties and planned communities


**		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.