895648--2/27/2009--GENERAL_GROWTH_PROPERTIES

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{debt, indebtedness, cash}

{investment, property, distribution}

{stock, price, share}

{condition, economic, financial}

{loan, real, estate}

{interest, director, officer}

{operation, natural, condition}

{financial, litigation, operation}

{tax, income, asset}

{cost, regulation, environmental}

{provision, law, control}

{loss, insurance, financial}

{competitive, industry, competition}

If we file for bankruptcy protection, our business and operations will be subject to certain risks We may not be able to refinance, extend or repay our substantial indebtedness, which could have a materially adverse affect on our business, financial condition, results of operations and common stock price Even if we are able to refinance or extend our indebtedness, our substantial indebtedness would still adversely affect our financial health and operating flexibility We may not have sufficient cash to maintain our operations We may not be able to raise capital to repay debt or finance our operations The recent decline in our common stock price could have materially adverse effects on our business Our common stock price may be volatile, and consequently investors may not be able to resell their common stock at or above their purchase price Future issuances of our common stock may depress our stock price Increases in market interest rates may hurt the market price of our common stock Our senior management changes and focus on refinancing alternatives may adversely affect us We are party to securities, ERISA, and shareholder derivative litigation that distracts our management, is expensive to conduct, and seeks damages awards against us. Deteriorating economic conditions, especially in the retail sector, will have an adverse affect on our revenues and available cash It may be difficult to buy and sell real estate quickly, and transfer restrictions apply to some of our properties A change in control may effect our ability to use our net operating loss and interest expense carry forwards Holders of statutory and other liens on our properties could take steps to perfect their interests in such properties, which could lead to foreclosure We invest primarily in regional shopping centers and other properties, which are subject to a number of significant risks which are beyond our control We develop and expand properties, and this activity is subject to various risks We may incur costs to comply with environmental laws We are in a competitive business Some of our properties are subject to potential natural or other disasters Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations Some potential losses are not insured Inflation may adversely affect our financial condition and results of operations We have certain ownership interests outside the United States which may increase in relative significance over time Payments by our direct and indirect subsidiaries of dividends and distributions to us may be adversely affected by prior payments to these subsidiaries creditors and preferred security holders We have significant obligations under a Contingent Stock Agreement we assumed in the TRC Merger We share control of some of our properties with other investors and may have conflicts of interest with those investors Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties We are impacted by tax-related obligations to some of our partners We may not maintain our status as a REIT An ownership limit and certain anti-takeover defenses and applicable law may hinder any attempt to acquire us

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895648--2/27/2009--GENERAL_GROWTH_PROPERTIES_INC