895648--3/31/2006--GENERAL_GROWTH_PROPERTIES

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{debt, indebtedness, cash}

{cost, operation, labor}

{stock, price, share}

{tax, income, asset}

{acquisition, growth, future}

{condition, economic, financial}

{competitive, industry, competition}

{loan, real, estate}

{investment, property, distribution}

{provision, law, control}

{control, financial, internal}

{cost, regulation, environmental}

{operation, natural, condition}

{interest, director, officer}

We may be negatively impacted by department store consolidations It may be difficult to buy and sell real estate quickly, and transfer restrictions apply to some of our properties Risks Related to our Business We develop and expand properties, and this activity is subject to various risks If we are unable to manage our growth effectively, our financial condition and results of operations may be adversely affected We may incur costs to comply with environmental laws We are in a competitive business We may not be able to obtain capital to make investments Some of our properties are subject to potential natural or other disasters We are subject to risks that affect the general retail environment Inflation may adversely affect our financial condition and results of operations Risks Related to our Organizational and Financial Structure that Give Rise to Operational and Financial Risks As of December 31, 2005, we had material weaknesses in our internal control over financial reporting Our substantial indebtedness could adversely affect our financial health and operating flexibility The terms of the 2006 Credit Facility (obtained in February 2006 (Note 6)) and certain other debt, contain covenants and events of default that may limit our flexibility and prevent us from taking certain actions or result in the acceleration of our obligations under such debt We have a substantial amount of short-term indebtedness 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 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 might fail to qualify or remain qualified as a REIT An ownership limit and certain anti-takeover defenses and applicable law may hinder any attempt to acquire us We are impacted by tax-related obligations to some of our partners Risks Related to the TRC Merger We may not realize the full anticipated benefits of the TRC Merger Limitations on the sale of the TRCLP assets may affect our cash flow We have significant obligations under a Contingent Stock Agreement we assumed in the TRC Merger Risks Related to our Common Stock 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 sales of our common stock may depress our stock price Increases in market interest rates may hurt the market price of our common stock

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895648--3/31/2006--GENERAL_GROWTH_PROPERTIES_INC