General Growth Properties, Inc. Supplemental Financial Information

Transcription

1 Supplemental Financial Information For the three and twelve months ended December 31, 2002

2 Supplemental Financial/Operational Data December 31, 2002 Table of Contents Corporate Overview 1-2 Corporate Profile and Mission 1 Stock Listings 1 Calendar of Events 1 Investor Relations Contact 1 Debt Ratings 1 Transfer Agent 1 Ownership Structure at December 31, Research Coverage 2 Quarterly Earnings Announcement 3-9 Fourth Quarter 2002 Earnings Announcement (dated February 3, 2003) Financial Data Summary Financial Information 10 Capital Information 11 Common Share and Unit Ownership 12 Dividend Summary and Tax Reporting Information 13 Statements of Operations Consolidated, Unconsolidated, & Management Activities Balance Sheets Consolidated, Unconsolidated, & Management Activities Earnings Measures/Retained FFO 20 Debt Maturity and Current Average Interest Rate Summary 21 Summary of Outstanding Debt GGP Mall Property Trust and SWAP Agreements 26 Operational Data Portfolio GLA, Occupancy, & Rent Data 27 Occupancy, Straight Line Rent and Tenant Improvements 28 Net Operating Income by Geographic Area 29 Net Operating Income by Categorization 30 Lease Expiration Schedule 31 Developments, Expansions, & Acquisitions Development in Progress 32 Acquisitions 33

3 Corporate Overview Certain information included in this supplemental package is unaudited. 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 forwardlooking 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 Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.

4 Corporate Profile General Growth Properties (GGP) and its predecessor companies have been in the shopping center business for nearly fifty years. It is the second largest regional mall Real Estate Investment Trust (REIT) in the United States. GGP owns, develops, operates and/or manages shopping malls in 39 states. As of March 1, 2003, GGP had ownership interests in, or management responsibility for 160 regional shopping malls totaling more than 145 million square feet of retail space. Since going public in 1993, GGP has reported the strongest per share funds from operations (FFO) growth in the regional mall sector at 15% on a compounded annualized basis. A predecessor company was also publicly held from 1970 to 1985 and generated a 22% internal rate of return for shareholders from inception through liquidation. With a capitalization of $11.9 billion, GGP delivers profitability and growth, meaningful dividend increases, valuable/tangible assets in strong markets with average occupancy at December 31, 2002 of 91.0% and sales per square foot of $355. 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 4,000 employees own approximately 30% of the company. Corporate Mission The corporate mission of GGP is to create shareholder value and profit by acquiring, developing, renovating, and managing regional malls throughout the United States. The company provides investors with the 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 increasing dividends and capital appreciation for its shareholders. Stock Listings Common Stock NYSE: GGP Preferred Stock NYSE: GGPPrA Calendar of Events Quarter End -- First Quarter 2003 March 31, 2003 Earnings Release April 28, 2003 Quarterly Conference Call April 29, 2003 Annual Shareholder's Meeting May 7, 2003 Current Dividend General Growth Properties, Inc. declared its first dividend for 2003 in the amount of $0.72 per share, payable to common stock shareholders of record on April 3, 2003, with payment on April 30, The current dividend represents an increase of approximately 11% over the quarterly dividend for the first quarter of 2002 of $0.65 per share. The company currently expects to maintain an annualized dividend of at least $2.88 per share throughout The company reviews its dividend policy annually, usually prior to the third quarter dividend announcement. The company has, as a result of this review, raised its dividend every year since going public in April of 1993 when the initial quarterly dividend was $0.37 per share. Investor Relations Transfer Agent Beth Coronelli Mellon Investor Services, LLC VP of Investor Relations Shareholder Relations General Growth Properties P.O. Box North Wacker Drive South Hackensack, NJ Chicago, IL (888) (312) (201) (312) (fax) bcoronelli@generalgrowth.com Senior Unsecured Preferred Stock Debt Ratings Rating Moody's Ba1 Ba3 Standard & Poors BBB- BB Please visit the GGP web site for additional information: 1

5 Ownership Structure as of December 31, 2002 General Growth Properties, Inc. (Sole General Partner of GGP Limited Partnership) NYSE: GGP 62.4 million common shares PIERS Convertible Preferred Stock Common Shares NYSE: GGPPrA $338 million Convertible into 8.5 million shares Common Operating Partnership Units / Equivalent to Shares of Common Stock 19.6 million units Preferred Operating Partnership Units $468 million owned by third party investors REIT UP (Umbrella Partnership) GGP Limited Partnership 90.5* Million Common Shares/Units Wholly-Owned Malls, including JP Realty GGP / Homart Joint Ventures with NY State Common Retirement Fund GGP / Ivanhoe Joint Ventures with Canadian Pension Funds Town East & Quail Springs with Grosvenor and JCPenney Realty, respectively GGP / Teachers Joint Venture with Teachers Retirement System of the State of Illinois General Growth Management Inc. (Manages 3 rd party malls & non-owned portion of joint ventures) Taxable REIT Subsidiary (TRS) * Share count includes common shares, common operating partnership units, and conversion of PIERS shares Research Coverage Banc of America Securities Lee Schalop (212) Amy delone (617) Credit Suisse First Boston Larry Raiman (212) Jay Habermann (212) Deutsche Bank Louis Taylor (212) Dennis Maloney (212) Goldman Sachs David J. Kostin (212) Greenstreet Advisors Greg Andrews (949) Lehman Brothers David Shulman (212) Stuart Axelrod (212) McDonald Investments Richard C. Moore (216) Merrill Lynch Steve Sakwa (212) Craig Schmidt (212) Morgan Stanley Dean Witter Matt Ostrower (212) Alan Calderon (212) Prudential Securities James Sullivan (212) Robert Belzer (212) SalomonSmithBarney Jonathan Litt (212) Ross Nussbaum (212) Thomas Weisel Partners Paul Morgan (415) UBS Warburg Ian Weissman (212)

6 Fourth Quarter Earnings Announcement February 3, 2003

7 News Release General Growth Properties, Inc. 110 North Wacker Drive Chicago, IL (312) FAX (312) FOR IMMEDIATE RELEASE CONTACT: John Bucksbaum 312/ Bernard Freibaum 312/ General Growth Properties, Inc. Reports 17.5% Increase in FFO Per Share and EPS of $1.13 for Fourth Quarter 2002 Chicago, Illinois, February 3, General Growth Properties, Inc. (NYSE: GGP) today announced a 17.5% increase in Funds From Operations (FFO) per share for fourth quarter 2002 and a 12.5% increase in FFO per share for full year Since becoming a public company in April 1993, General Growth has achieved uninterrupted consecutive quarterly FFO growth and has increased FFO per share by approximately 15% on a compounded annual basis. I am pleased we have exceeded FFO estimates for this past quarter. General Growth Properties continues to be a beacon of stability in a turbulent marketplace, said John Bucksbaum, CEO of General Growth Properties. Anchored solidly to a core foundation of ethics, integrity, timeless fundamentals and consistent profitability, we give our promise that we will continue to steer GGP out of harm s way. Good reputations are not made overnight, nor is recurring profitability. It takes time and hard work and that is what we are here doing for our shareholders. GGP is a company built to last. FINANCIAL AND OPERATIONAL HIGHLIGHTS General Growth, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure to Generally Accepted Accounting Principles (GAAP) earnings and earnings per share information. FFO, which excludes real estate depreciation and property sales, complements GAAP measures as it provides a clearer view of investment real estate operating performance. Earnings per share (EPS), on a fully-diluted basis, in fourth quarter 2002 was $1.13 versus $.79 for the comparable period in For the full year, EPS increased to $2.95 in 2002 from $1.28 in The 2001 EPS was affected by a one-time charge for network discontinuance costs, extraordinary items related to early retirement of debt, and a cumulative effect of an accounting change, for a total of $.24 per share in fourth quarter 2001 and $1.58 per share for full year Comparatively, full year 2002 EPS was affected by $.02 per share of extraordinary items related to early retirement of debt, with approximately $.01 reflected in fourth quarter EPS. In addition, adoption of SFAS No. 141 Business Combinations and SFAS No. 142 Goodwill and Other Intangible Assets -- resulted in an increase of approximately $.02 per share related to the acquisition of investment property, all of which was reflected in fourth quarter results. 3 February 3, 2003

8 FFO on a per share, fully-diluted basis, grew 17.5% to $1.88 in the fourth quarter of 2002, up from $1.60 in the fourth quarter of The company excluded SFAS No. 141 and SFAS No. 142 from FFO as it believes that the National Association of Real Estate Investment Trusts (NAREIT) will ultimately determine it should be reflected solely in EPS. FFO per fully diluted share for full year 2002 was a record $5.58, up 12.5% from $4.96 in Total FFO for the quarter increased 31.1% to $163.9 million, from $125.0 million in last year s fourth quarter. For the twelve months ended December 31, 2002, total FFO increased 27.4% to $480.0 million, compared to $376.8 million for full year For fiscal year 2003, the company currently anticipates that FFO per fully-diluted share, excluding any effects of SFAS No. 141 and SFAS No. 142, will be in the range of $6.08 to $6.25. Prorata net operating income (NOI) increased 27.7% in the quarter to $269.0 million, from $210.7 million during the fourth quarter of For all of 2002, prorata NOI increased 16.7% to $847.0 million, up from $725.7 million in Total prorata revenues were $422.7 million for the quarter, an increase of 28.5%, compared to $328.9 million for the same period in Total prorata revenues were $1.37 billion for full year 2002, or 18.1% above revenues of $1.16 billion for full year Total tenant sales increased 4.0% for full year 2002 and comparable tenant sales decreased 2.1% versus the same period last year. Comparable center (same store) NOI increased by approximately 4.1% during the fourth quarter. Mall shop occupancy and annualized sales per square foot remained constant at 91% and $355, respectively, as of December 31, 2002, compared to December 31, Average rent per square foot for new/renewal leases signed for the year was $36.00 versus $33.29 for the same period in Average rent for all leases expiring in 2002 was $29.90 versus $27.40 in In 2002, General Growth acquired interests in 28 regional malls, an additional ownership interest in two regional malls, and various other property types for total consideration of $2.9 billion. CONFERENCE CALL/WEBCAST General Growth will host a live webcast of its conference call regarding this announcement on the company's web site, This webcast will take place on Tuesday, February 4, 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. General Growth Properties is the country's second largest shopping center owner, developer and manager of regional shopping malls. General Growth currently has ownership interest in, or management responsibility for, a portfolio of 169 regional shopping malls in 41 states. The company portfolio totals approximately 146 million square feet of retail space and includes over 15,000 retailers nationwide. A publicly traded Real Estate Investment Trust (REIT), General 4 February 3, 2003

9 Growth Properties is listed on the New York Stock Exchange under the symbol GGP. For more information on General Growth Properties and its portfolio of malls, please visit the company web site at This release may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact are statements that may be deemed forwardlooking statements, which are subject to a number of risks, uncertainties and assumptions. Representative examples of these risks, uncertainties and assumptions include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital requirements, availability of real estate properties, competition from other companies and venues for the sale/distribution of goods and services, changes in retail rental rates in the company's markets, shifts in customer demands, tenant bankruptcies or store closures, changes in vacancy rates at the company's properties, changes in operating expenses, including employee wages, benefits and training, governmental and public policy changes, changes in applicable laws, rules and regulations (including changes in tax laws), the ability to obtain suitable equity and/or debt financing, and the continued availability of financing in the amounts and on the terms necessary to support the company's future business. Readers are referred to the documents filed with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements. Funds from Operations (FFO) is used by the real estate industry and investment community as a primary measure of the performance of real estate companies. The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. The company s FFO may not be directly comparable to similarly titled measures reported by other real estate investment trusts. FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of the company s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the company s liquidity, nor is it indicative of funds available to fund the company s cash needs, including its ability to make cash distributions. In accordance with past practices and consistent with current recommendations of NAREIT, General Growth has and will continue to provide GAAP earnings and earnings per share information in its periodic reports to investors and the real estate investment community. ### 5 February 3, 2003

10 FUNDS FROM OPERATIONS and Three Months Ended Twelve Months Ended PORTFOLIO RESULTS (unaudited) December 31, December 31, (in thousands, except per share data) FUNDS FROM OPERATIONS (FFO) Funds From Operations - Operating Partnership $ 163,880 $ 125,018 $ 479,971 $ 376,799 Less: Allocations to Operating Partnership unitholders $ 39,168 $ 33,422 $ 114,894 $ 101,844 Funds From Operations - Company stockholders $ 124,712 $ 91,596 $ 365,077 $ 274,955 Funds From Operations per share - basic $ 2.00 $ 1.70 $ 5.87 $ 5.20 Funds From Operations per share - diluted $ 1.88 $ 1.60 $ 5.58 $ 4.96 Weighted average number of Company shares outstanding - basic (assuming full conversion of Operating Partnership units) 81,922 73,563 81,750 72,419 Weighted average number of Company shares outstanding - diluted (assuming full conversion of Operating Partnership units and convertible preferred stock) 90,646 82,140 90,419 80,981 PORTFOLIO RESULTS (a) Total revenues (b),(c) $ 422,667 $ 328,897 $ 1,366,597 $ 1,156,224 Operating expenses (excluding discontinuance costs in 2001) (d) (153,625) (118,176) (519,648) (430,573) Net operating income 269, , , ,651 General and administrative expenses (5,691) (2,850) (13,859) (11,275) Net interest expense (83,627) (72,821) (300,646) (297,447) Convertible preferred stock dividends (6,116) (6,116) (24,467) (24,467) Perpetual preferred distributions (9,728) (3,916) (28,006) (15,663) Funds From Operations - Operating Partnership 163, , , ,799 Depreciation and amortization of capitalized real estate costs (including SFAS #141 and #142 lease origination costs) other than amortization of financing costs (72,289) (53,755) (242,455) (200,472) Net gain on sales (not included in FFO) Network discontinuance costs (not included in FFO) (66,000) SFAS #141 and #142 minimum rent accretion (not included in FFO) 6,747-6,747 - Allocations to Operating Partnership unitholders (23,316) (15,763) (58,154) (25,128) Income available to common stockholders before extraordinary items and change in accounting 75,047 55, ,134 85,199 Extraordinary items (e) (841) (12,758) (1,343) (14,022) Cumulative effect of accounting change (f) (3,334) Net income available to common stockholders 74,206 42, ,791 67,843 Weighted average number of Company shares outstanding - basic 62,361 53,990 62,181 52,845 Weighted average number of Company shares outstanding - diluted 71,085 54,067 70,850 52,907 Earnings before extraordinary items and cumulative effect of accounting change per share - basic $ 1.21 $ 1.03 $ 2.99 $ 1.61 Earnings before extraordinary items and cumulative effect of accounting change per share - diluted $ 1.15 $ 1.03 $ 2.97 $ 1.61 Earnings per share - basic $ 1.19 $ 0.79 $ 2.97 $ 1.28 Earnings per share - diluted $ 1.13 $ 0.79 $ 2.95 $ 1.28 December 31, December 31, SUMMARIZED BALANCE SHEET INFORMATION (unaudited) Cash and marketable securities $ 54,116 $ 315,858 Investment in real estate, net $ 6,926,084 $ 5,082,239 Total assets $ 7,296,117 $ 5,646,807 Mortgage and other notes payable $ 4,592,311 $ 3,398,207 Minority interest $ 845,948 $ 555,359 Convertible preferred stock $ 337,500 $ 337,500 Stockholders' equity $ 1,211,819 $ 1,183,386 Total capitalization (at cost) $ 6,987,578 $ 5,474,452 PORTFOLIO CAPITALIZATION DATA (unaudited) Total portfolio debt (Company debt above ($4,592,311 and $3,398,207, respectively) plus pro rata share of debt ($2,177,596 and $1,610,573, respectively) from unconsolidated affiliates) $ 6,769,907 $ 5,008,780 Convertible preferred stock 449, ,400 Perpetual preferred Operating Partnership units 418, ,000 Stock market value of common stock and Operating Partnership units outstanding at end of period $4,261,573 3,162,061 Total market capitalization at end of period $ 11,899,773 $ 8,702,241 (a) Portfolio results combine the revenues and expenses of General Growth Management, Inc. (a Taxable REIT Subsidiary) with the applicable ownership percentage multiplied by the revenues and expenses from properties wholly and/or partially owned by the Operating Partnership. (b) Includes straight-line rent of $4,823, $3,838, $14,653 and $13,839 for the three and twelve months ended December 31, 2002 and 2001, respectively. (c) Excludes non-cash rental revenue recognized pursuant to SFAS #141 and #142 for the three and twelve months ended December 31, 2002 of $6,747 which management believes should not be reflected in the calculation of FFO. (d) Excludes Network Services discontinuance costs of $66,000 in 2001 which management does not believe should be included in the calculation of FFO. (e) Charges due to early retirement of debt. (f) Accounting change required due to adoption of SFAS #133 - Accounting for Derivatives and Financial Instruments, effective January 1, 2001 and excluded from FFO. 6 February 3, 2003

11 GENERAL GROWTH PROPERTIES, INC BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 (In thousands, unaudited) Wholly Owned Unconsolidated Centers Centers (a) Total Revenues Minimum rents (b), (c) $ 179,831 $ 76,628 $ 256,459 Tenant recoveries 72,037 35, ,630 Overage rents 16,522 5,660 22,182 Other 9,859 3,252 13,111 TRS 23,285-23,285 Total revenues 301, , ,667 Operating expenses (d) (110,657) (42,968) (153,625) Net operating income 190,877 78, ,042 General and administrative expenses (4,386) (1,305) (5,691) Interest expense, net (61,451) (22,176) (83,627) Convertible preferred stock dividends (6,116) - (6,116) Perpetual preferred distributions (9,728) - (9,728) Operating Partnership Funds From Operations $ 109,196 $ 54,684 $ 163,880 GENERAL GROWTH PROPERTIES, INC BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 (In thousands, unaudited) Wholly Owned Unconsolidated Centers Centers (a) Total Revenues Minimum rents (c) $ 133,006 $ 64,030 $ 197,036 Tenant recoveries 56,519 30,678 87,197 Overage rents 11,418 5,727 17,145 Other 5,981 2,534 8,515 TRS 19,004-19,004 Total revenues 225, , ,897 Operating expenses (d) (82,855) (35,321) (118,176) Net operating income 143,073 67, ,721 General and administrative expenses (1,553) (1,297) (2,850) Interest expense, net (52,313) (20,508) (72,821) Convertible preferred stock dividends (6,116) - (6,116) Perpetual preferred distributions (3,916) - (3,916) Operating Partnership Funds From Operations $ 79,175 $ 45,843 $ 125,018 (a) The Unconsolidated Centers include Quail Springs, Town East, the GGP/Ivanhoe entities, the GGP/Teachers entities and the GGP/Homart entities. (b) Excludes SFAS #141 and #142 minimum rent accretion of $6,747 for the three months ended December 31, (c) Includes straight-line rent of $4,823 and $3,838 for the three months ended December 31, 2002 and 2001, respectively. (d) Excludes depreciation and amortization of capitalized real estate costs other than amortization of financing costs. 7 February 3, 2003

12 GENERAL GROWTH PROPERTIES, INC BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 (In thousands, unaudited) Wholly Owned Unconsolidated Centers Centers (a) Total Revenues Minimum rents (b),(c) $ 581,403 $ 251,624 $ 833,027 Tenant recoveries 256, , ,790 Overage rents 28,062 8,407 36,469 Other 30,225 6,406 36,631 TRS 78,680-78,680 Total revenues 974, ,975 1,366,597 Operating expenses (d) (370,697) (148,951) (519,648) Net operating income 603, , ,949 General and administrative expenses (8,720) (5,139) (13,859) Interest expense, net (215,245) (85,401) (300,646) Convertible preferred stock dividends (24,467) - (24,467) Perpetual preferred distributions (28,006) - (28,006) Operating Partnership Funds From Operations $ 327,487 $ 152,484 $ 479,971 GENERAL GROWTH PROPERTIES, INC BREAKDOWN OF COMPANY PORTFOLIO RESULTS AND FUNDS FROM OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2001 (In thousands, unaudited) Wholly Owned Unconsolidated Centers Centers (a) Total Revenues Minimum rents (c) $ 468,617 $ 227,813 $ 696,430 Tenant recoveries 221, , ,487 Overage rents 22,849 7,788 30,637 Other 22,934 5,277 28,211 TRS 67,459-67,459 Total revenues 803, ,515 1,156,224 Operating expenses (d) (296,715) (133,858) (430,573) Net operating income 506, , ,651 General and administrative expenses (6,006) (5,269) (11,275) Interest expense, net (209,623) (87,824) (297,447) Convertible preferred stock dividends (24,467) - (24,467) Perpetual preferred distributions (15,663) - (15,663) Operating Partnership Funds From Operations (e) $ 251,235 $ 125,564 $ 376,799 (a) The Unconsolidated Centers include Quail Springs, Town East, the GGP/Ivanhoe entities, the GGP/Teachers entities and the GGP/Homart entities. (b) Excludes SFAS #141 and #142 minimum rent accretion of $6,747 for the twelve months ended December 31, (c) Includes straight-line rent of $14,653 and $13,839 for the twelve months ended December 31, 2002 and 2001, respectively. (d) Excludes depreciation and amortization of capitalized real estate costs other than amortization of financing costs. (e) Excluding Network discontinuance costs of $66, February 3, 2003

13 OTHER COMPANY PORTFOLIO DATA (a) AS OF AND/OR FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 (unaudited) Wholly-Owned Unconsolidated Weighted Centers Centers Average Space leased at centers not under redevelopment (b) 90.5% 91.5% 91.0% Tenant allowances/improvements (in thousands) $ 31,706 $ 11,860 $ 43,566 Annualized sales per sq. ft. (c) $ 329 $ 379 $ 355 Average annualized in place rent per sq. ft. $ $ $ Average rent per sq. ft. for new/renewal leases (excludes 2002 acquisitions) $ $ $ Average rent per sq. ft. for leases expiring in 2002 (excludes 2002 acquisitions) $ $ $ % change in total sales 2.8% 5.1% 4.0% % change in comparable sales -2.0% -2.2% -2.1% (a) Data is for 100% of the mall non-anchor GLA in each portfolio, including those centers that are owned in part by unconsolidated affiliates. Data excludes properties currently being redeveloped and/or remerchandised and miscellaneous (non-mall) properties. (b) Excluding the JP Realty malls, occupancy at Wholly-Owned Centers was 91.9% and weighted average occupancy was 91.7%. (c) Excluding the JP Realty malls, annualized sales per sq. ft. at the Wholly-Owned Centers were $341 and weighted average annualized sales per sq. ft. were $ February 3, 2003

14 Financial Data

15 Summary Financial Information For the Periods Ended December 31, 2002 and 2001 (dollars in thousands except per share data) $7.00 $6.00 $5.00 $4.00 $3.00 FFO Per Share Growth (fully diluted) * 5.58 $2.00 $1.00 $ * 2003 Company Estimate Financial Results Three Months Ended Year to Date 12/31/ /31/ /31/ /31/2001 Funds from Operations (FFO) FFO per share - Basic $ 2.00 $ 1.70 $ 5.87 $ 5.20 FFO per share - Fully Diluted $ 1.88 $ 1.60 $ 5.58 $ 4.96 FFO per share growth rate 17.5% 15.1% 12.5% 12.2% Net Income for common shareholders Basic EPS $ 1.19 $ 0.79 $ 2.97 $ 1.28 Diluted EPS $ 1.13 $ 0.79 $ 2.95 $ 1.28 Dividends paid per share and unit Dividend paid per share $ 0.72 $ 0.65 $ 2.67 $ 2.24 Payout ratio (% of FFO paid out) 38.3% 40.6% 47.8% 45.2% EBITDA Coverage Ratios Interest Interest & Preferred Dividends FFO Per Share Growth Rate Compound Annual Growth Rate: 15% 30% 25% 20% 15% 10% 15.8% 7.7% 23.9% 18.4% 15.9% 20.0% 10.0% 12.2% 12.5% 5% 0%

16 Summary Financial Information For the Five Years Ended December 31, 2002 (dollars in thousands except per share data) Capital Information 12/31/ /31/ /31/ /31/ /31/1998 Closing common stock price per share $ $ $ $ $ Week High $ $ $ $ $ Week Low $ $ $ $ $ Total Shareholder Return (share price and dividend) 41.4% 13.9% 34.8% -19.6% 10.3% Common Shares and Common Units Outstanding at end of period 81,953,332 81,496,425 71,874,964 71,495,617 58,832,326 Portfolio Capitalization Data Total Portfolio Debt (Company debt plus pro rata share from unconsolidated affiliates) $ 6,739,727 (a) $ 5,008,780 $ 4,540,036 $ 4,332,695 $ 3,346,124 Convertible preferred stock (greater of market or par) 449, , , , ,625 Pref'd Operating Partnership Units 468, , , Stock market value of common stock and Operating Partnership units outstanding at end of period 4,261,573 3,162,061 2,601,155 2,001,877 2,228,569 Total Market Capitalization at end of period $ 11,918,916 $ 8,702,241 $ 7,653,691 $ 6,672,072 $ 5,922,318 Leverage % 56.5% 57.6% 59.3% 64.9% 56.5% EBITDA (rolling 12 months) $ 833,090 $ 714,376 $ 672,830 $ 543,737 $ 360,655 Total Enterprise Value (b) 11,865,276 8,541,486 7,626,462 6,646,479 5,902,688 EBITDA to Total Enterprise Value 7.0% 8.4% 8.8% 8.2% 6.1% (a) Excludes a market value purchase price adjustment of debt of approximately $6.9 million related to the JP Realty acquisition. In addition, the debt collateralized by Provo Mall & Spokane Mall is reflected at 75% of the total loan balance on this report. This presentation, resulting in a $22.7 million variance from the 10K dated December 31, 2002, presents the Company's prorata share of such debt as these two properties are owned in joint ventures with 25% minority third party partners. (b) Enterprise value is defined as total market capitalization less cash at the end of the period. 11

17 Changes in Common Shares and Unit Ownership For the Period from December 31, 2001 through December 31, 2002 Operating Company Total Common Partnership Common & Equivalent Units Shares Shares Number Outstanding at December 31, ,572,493 61,923,932 81,496,425 Direct Stock Purchase Plan 33,528 33,528 Employee Stock Purchase Plan 89,458 89,458 Conversion of OP Units into Common Shares (16,246) 16,246 - Issuance of Stock for Stock Option Exercises 333, ,921 Number Outstanding at December 31, ,556,247 62,397,085 81,953,332 Total Common Shares and Units Outstanding at December 31, 2002: 81,953,332 Details for Diluted Common Shares and Units Outstanding: Total Common & Equivalent Shares Common Shares and Units Outstanding at December 31, ,953,332 Conversion - Preferred Stock (13,500,000 shares x.6297), $39.70 per share strike price 8,500,950 Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options at December 31, ,673 Diluted Common Shares at December 31, ,701,955 Fully Diluted Common Shares and Units Outstanding at December 31, 2002: 90,701,955 Details for Weighted Average Diluted Common Shares and Units Outstanding: Total Common & Equivalent Shares Weighted Average Common Shares and Units Outstanding for the twelve months ended December 31, 2002 (Basic) 81,749,969 Conversion - Preferred Stock (13,500,000 shares x.6297), $39.70 per share strike price 8,500,950 Weighted Average Net Number of Common Shares Issuable Assuming Exercise of Dilutive Stock Options 168,770 Fully Diluted Weighted Average Common Shares for the twelve months ended December 31, ,419,689 Weighted Average Fully Diluted Common Shares and Units Outstanding for the Twelve Months Ended December 31, 2002: 90,419,689 12

18 Dividend Summary $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 Dividend Growth & Yield Compounded Annual Growth Rate of Dividend: 6.9% Weighted Average Yield: 6.3% Dividend Declared Yield (est) * 1993 Annualized; 2003 based on $.72 current quarterly dividend 9% 7% 5% 3% 1% -2% % of FFO Distributed Tax Reporting Information COMMON SHARES - CUSIP # Ticker Symbop GGP Unrecaptured Payment Dates Distributions Per Share Ordinary Income Section 1250 Gain Return of Capital 1/31/2002 $ $ $ - $ /30/2002 $ $ $ - $ /31/2002 $ $ $ - $ /31/2002 $ $ $ $ TOTALS $ $ $ $ % of Total 100% 79.8% 0.4% 19.8% PREFERRED SHARES - CUSIP # Ticker Symbop GGPPrA Unrecaptured Payment Dates Distributions Per Share Ordinary Income Section 1250 Gain 1/15/2002 $ $ $ /16/2002 $ $ $ /16/2002 $ $ $ /15/2002 $ $ $ TOTALS $ $ $ % of Total 100% 99.4% 0.6% Taxability of the 2002 distributions is not indicative of the taxability of future distributions. The JP Realty, Inc. dividend distribution was 40.31% ordinary income and 59.69% return of capital in

19 Consolidated Statement of Operations For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands except per share data) Three Months Ended December 31, Year to Date Revenues: Minimum rents $ 185,747 $ 133,006 $ 124,743 $ 587,245 $ 468,617 $ 439,981 Tenant recoveries 72,037 56,519 55, , , ,502 Overage rents 16,522 11,418 13,934 28,062 22,849 28,626 Fees 25,900 20,375 1,772 88,627 77,344 7,017 Other income 7,170 4,610 2,393 20,280 13,049 9,641 Total revenues 307, , , , , ,767 Operating expenses: Real estate taxes 17,608 11,706 11,188 62,179 52,200 49,447 Management fees to affiliate - - 1, ,439 Property operating: TRS Expenses 16,642 19,196-66,104 57,449 - Corporate Expenses 6,807 2, ,904 3, Property Operating 46,354 27,914 20, , ,362 78,864 Repairs and maintenance 13,274 12,302 15,326 43,431 48,739 57,871 Advertising and promotion 7,587 6,878 9,972 22,469 22,947 27,213 Provision for doubtful accounts ,894 3,402 2,025 General and administrative 4,386 1,553 1,630 8,720 6,006 6,351 Depreciation 44,993 34,508 23, , , ,457 Amortization 9,806 4,011 4,703 21,752 16,670 8,206 Network discontinuance costs ,000 - Total operating expenses 167, ,836 89, , , ,897 Operating income 139, , , , , ,870 Interest expense (net of interest income) (61,521) (52,312) (57,415) (215,246) (209,622) (212,649) (Income) loss allocated to minority interests (33,687) (19,679) (20,623) (87,003) (40,792) (52,380) Equity in net income of unconsolidated affiliates (see next schedule) 36,628 28,515 19,495 82,118 63,566 50,063 Income before gain on sales, extraordinary items and cumulative effect of accounting change 81,134 61,616 50, , , ,904 Gain on sales Income before extraordinary items and cumulative effect of accounting change 81,159 61,616 50, , , ,948 Extraordinary items, including JV share (841) (12,758) - (1,343) (14,022) - Cumulative effect of accounting change, including JV share (3,334) - Net income 80,318 48,858 50, ,258 92, ,948 Convertible Preferred Stock Dividends (PIERS) (6,116) (6,116) (6,116) (24,467) (24,467) (24,467) Net income available to common shareholders 74,202 42,742 44, ,791 67, ,481 Earnings before extraordinary items and cumulative effect of accounting change per share-basic $ 1.21 $ 1.03 $ 0.85 $ 2.99 $ 1.61 $ 2.18 Earnings before extraordinary items and cumulative effect of accounting change per share-diluted $ 1.15 $ 1.03 $ 0.85 $ 2.97 $ 1.61 $ 2.18 Earnings per share - basic $ 1.19 $ 0.79 $ 0.85 $ 2.97 $ 1.28 $ 2.18 Earnings per share - diluted $ 1.13 $ 0.79 $ 0.85 $ 2.95 $ 1.28 $ 2.18 Note: In 2002 and 2001, management activities are included as part of the above revenues and expenses (see Management Activities Statement of Operations) includes SFAS #141 and #142 minimum rent accretion of $4,589 for the twelve months ended December 31,

20 Unconsolidated Statement of Operations Breakdown of Equity in Net Income of Unconsolidated Affiliates at Share For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands except per share data) Three Months Ended December 31, Year to Date Revenues: Minimum rents $ 78,876 $ 64,180 $ 58,936 $ 247,943 $ 227,811 $ 201,663 Tenant recoveries 36,703 31,053 27, , , ,688 Overage rents 6,582 5,726 6,804 11,392 7,787 8,492 Fee income , ,961 Other income 4,318 2,104 2,056 9,192 5,933 5,790 Total revenues 126, , , , , ,594 Operating expenses: Real estate taxes 8,716 7,753 6,821 34,072 31,117 27,388 Management fees to affiliate 6,349 5,265 4,631 20,940 19,016 16,372 Property operating: Property operating 16,339 12,738 31,971 51,094 47, ,132 Repairs and maintenance 8,170 5,977 6,369 24,888 22,140 20,953 Advertising and promotion 4,220 3,099 3,201 14,869 12,152 11,840 Provision for doubtful accounts ,620 1, General and administrative 1,749 1,297 7,051 6,364 5,269 9,954 Depreciation 20,819 17,163 14,399 72,345 62,004 38,681 Amortization ,564 1,952 2,673 19,075 Total operating expenses 67,591 54,462 76, , , ,352 Operating income 58,888 48,601 45, , , ,242 Interest expense (net of interest income) (22,266) (19,913) (24,588) (83,448) (85,568) (91,337) Income before gain on sales and extraordinary items and cumulative effect of accounting change 36,622 28,688 20,493 81,651 64,071 50,905 Gain (loss) on sales 6 (173) (998) 467 (505) (842) Income before extraordinary items and cumulative effect of accounting change 36,628 28,515 19,495 82,118 63,566 50,063 Note: In 2000, management activities are included as part of the above revenues and expenses (see Management Activities Statement of Operations). For 2002, certain reclassifications have been made to previously reported amounts to conform to those classifications used in the audited financial statements. Income and FFO as previously reported remains unchanged. Includes SFAS #141 and #142 minimum rent accretion of $2,116 for the twelve months ended December 31,

21 Statement of Operations - Management Activities For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands except per share data) Three Months Ended December 31, Year to Date Revenues: Fees 23,285 19,004 25,383 78,680 67,459 95,961 Total revenues 23,285 19,004 25,383 78,680 67,459 95,961 TRS expenses 17,496 19,329-68,149 58,289 - Corporate expenses , ,046 Operating income 5,789 (325) 3,587 10,531 9,170 4,915 Interest expense (net) and loan cost amortization 7 (797) (2,954) 28 (2,847) (6,550) Net income (loss) available to common shareholders 5,796 (1,122) ,559 6,323 (1,635) Note: These are the revenues and expenses of General Growth Management, Inc. (GGMI). In 2002 and 2001, these amounts were included in the consolidated financial statements of GGP as GGMI became a wholly-owned Taxable REIT Subsidiary (TRS). In 2000, these amounts were unconsolidated in respect to the GGP financial statements. In 2000, GGMI also received fees for managing GGP's wholly-owned assets. In 2002 and 2001, GGMI's revenues and expenses declined because these amounts included only the operations related to GGP's joint venture properties and third party owned properties. In addition, network discontinuance costs incurred in 2001 have been excluded for comparability. Wholly-owned assets are self-managed as of 1/1/

22 Consolidated Balance Sheets For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands) Assets December 31, December 31, December 31, 2002 (a) 2001 (a) 2000 Investment in real estate Land $ 1,128,990 $ 649,312 $ 649,160 Buildings and equipment 5,738,514 4,379,143 3,906,114 Less accumulated depreciation (798,431) (624,986) (488,130) Developments in progress 90,492 57, ,466 Net property and equipment 6,159,565 4,460,905 4,188,610 Investment in and loans from Unconsolidated Real Estate Affiliates 766, , ,726 Net investment in real estate 6,926,084 5,078,582 4,951,336 Cash and cash equivalents 53, ,755 27,229 Marketable securities ,103 - Tenant accounts receivable, net (b) 126,587 93,043 96,157 Deferred expenses, net 108, , ,534 Investment in and note receivable from General Growth Management, Inc ,079 Prepaid expenses and other assets 65,341 59,011 37,769 $ 7,280,822 $ 5,646,807 $ 5,284,104 Liabilities and Stockholders' Equity Notes payable $ 3,996,011 $ 3,191,207 $ 2,979,126 Credit facilities and bank loans 596, , ,000 Mortgage notes and other debt payable 4,592,311 3,398,207 3,244,126 Distributions payable 71,389 62,368 47,509 Network discontinuance reserve 4,123 5,161 - Accounts payable and accrued expenses 233, , ,393 Total liabilities 4,900,850 3,570,562 3,478,028 Minority interest Preferred Units 468, , ,000 Common Units 377, , , , , ,158 Preferred Stock: $100 par value; 5,000,000 shares authorized; 345,000 designated as PIERS which are convertible and carry a $1,000 liquidation value, 337,500 of which were issued and outstanding at December 31, 2001, 2000 and , , ,500 Stockholders' Equity: Common stock: $.10 par value; 210,000,000 shares authorized; 62,214,647, 61,923,932 and 52,281,259 shares issued and outstanding as of June 30, 2002 and December 31, 2001 and 2000, respectively 6,240 6,192 5,228 Additional paid-in capital 1,545,274 1,523,213 1,210,261 Retained earnings (deficit) (315,844) (328,349) (266,085) Notes receivable-common stock purchases (7,772) (19,890) (9,449) Unearned compensation - restricted stock (2,248) - - Accumulated other comprehensive income (loss) (29,125) 2,220 (1,537) Total stockholders' equity 1,196,525 1,183, ,418 7,280,822 5,646,807 5,284,104 (a) (b) In 2002 and 2001, management activities are included as part of the above balances (see Management Activities Balance Sheet). Tenant accounts receivable includes straight line rent receivable of $62,294, $49,027 and $38,939 at December 31, 2002, 2001, and 2000, respectively. December 31, December 31, December 31, Miscellaneous Balance Sheet Data Interest Capitalized during the Period: Consolidated Properties $ 5,195 $ 16,272 $ 17,709 17

23 Unconsolidated Balance Sheets at Share For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands) Assets December 31, December 31, December 31, (a) Investment in real estate Land $280,628 $214,957 $209,517 Buildings and equipment 2,722,925 2,092,886 1,983,773 Less accumulated depreciation (280,174) (227,403) (171,436) Developments in progress 43,888 31,273 12,795 Net property and equipment 2,767,267 2,111,713 2,034,649 Investment in and loans from Unconsolidated Real Estate Affiliates 6, Net investment in real estate 2,773,527 2,111,713 2,034,649 Cash and cash equivalents 120,994 57,949 44,400 Marketable securities 262 2,200 6,432 Tenant accounts receivable, net (b) 45,985 40,383 31,904 Deferred expenses, net 30,443 26,369 57,690 Investment in and note receivable from affiliates 12,851 93,035 4,877 Prepaid expenses and other assets 22,564 5,511 46,577 $3,006,626 $2,337,160 $2,226,529 Liabilities and Stockholders' Equity Mortgage notes payable $2,212,224 $1,610,572 $1,295,910 Accounts payable and accrued expenses 145,132 69, ,383 Total liabilities 2,357,356 1,680,265 1,428,293 Stockholders' Equity Additional paid-in capital 649, , ,236 Total stockholders' equity 649, , ,236 $3,006,626 $2,337,160 $2,226,529 (a) (b) In 2000, management activities are included as part of the above balances (see Management Activities Balance Sheet). Tenant accounts receivable includes straight line rent receivable of $22,161, $19,014 and $15,263 at December 31, 2002, 2001 and 2000, respectively. December 31, December 31, December 31, Miscellaneous Balance Sheet Data Interest Capitalized during the Period: Unconsolidated Properties $ 2,615 $ 2,759 $ 4,166 Unconsolidated Properties at GGP share 1,312 1,393 2,089 18

24 Balance Sheets - Management Activities For the Periods Ended December 31, 2002, 2001 and 2000 (dollars in thousands) Assets December 31, December 31, December 31, Investment in real estate Buildings and equipment $ 58,777 $ 45,892 $ 30,277 Less accumulated depreciation (27,818) (13,789) (8,365) Net property and equipment 30,959 32,103 21,912 Cash and cash equivalents 572 5,547 1,734 Marketable securities Deferred expenses, net 2, ,711 Investment in and note receivable from affiliates Prepaid expenses and other assets 34,060 35,986 40,119 $ 68,384 $ 75,298 $ 94,540 Liabilities and Stockholders' Equity Mortgage notes payable ,540 Accounts payable and accrued expenses 25,305 16,049 34,730 Total liabilities 25,305 16, ,270 Stockholders' Equity Additional paid-in capital 43,079 59,249 (17,730) Total stockholders' equity 43,079 59,249 (17,730) $ 68,384 $ 75,298 $ 94,540 Note: These are the assets and liabilities of General Growth Management, Inc. (GGMI). In 2002 and 2001, these amounts were included in the consolidated financial statements of GGP as GGMI became a wholly-owned Taxable REIT Subsidiary (TRS). In 2000, these amounts were unconsolidated in respect to the GGP financial statements. 19

25 Earnings Measures/Retained FFO For the Periods Ended December 31, 2002 and 2001 (dollars in thousands) Three Months Ended December 31, Year to Date Funds From Operations: Net income available to common stockholders $ 74,206 $ 42,742 $ 184,791 $ 67,843 Plus (Less): Extraordinary items - charges related to early retirement of debt ,758 1,343 14,022 Cumulative effect of accounting change ,334 Allocations to Operating Partnership unitholders 23,316 15,763 58,154 25,128 Net (gain) loss on sales (25) - (25) - Depreciation and amortization 72,247 53, , ,472 Network discontinuance costs ,000 SFAS # 141 and #142 below-market lease rent accretion (6,705) - (6,705) - Funds From Operations - Operating Partnership $ 163,880 $ 125,018 $ 479,971 $ 376,799 Funds From Operations - Minority Interest (39,168) (33,422) (114,894) (101,844) Funds From Operations - Company $ 124,712 $ 91,596 $ 365,077 $ 274,955 Cash From Recurring Operations: Funds from Operations - Operating Partnership $ 163,880 $ 125,018 $ 479,971 $ 376,799 Plus (Less): Straight line rents adjustment (4,823) (3,838) (14,653) (13,839) Tenant improvements paid (14,224) (9,959) (43,566) (33,521) Cash From Recurring Operations - Operating Partnership $ 144,833 $ 111,221 $ 421,752 $ 329,439 Retained Adjusted Funds From Operations: Cash From Recurring Operations - Operating Partnership $ 144,833 $ 111,221 $ 421,752 $ 329,439 Plus (Less): Common dividends/distributions paid * (59,058) (46,985) (218,276) (164,439) Retained Adjusted Funds From Operations - Operating Partnership $ 85,775 $ 64,236 $ 203,476 $ 165,000 * FFO has already been reduced by distributions on convertible preferred stock and preferred partnership units 20

26 Debt Maturity and Current Average Interest Rate Summary As of December 31, 2002 (dollars in thousands) Wholly-Owned Centers Unconsolidated Joint Venture Properties (b) Company 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 2003 $ 730,028 (d) 3.20% $ 201, % $ 931, % 13.82% , % 87, % 575, % 8.55% , % 122, % 509, % 7.56% , % 406, % 1,037, % 15.40% , % 663, % 1,150, % 17.07% , % 95, % 571, % 8.47% , % 313, % 1,064, % 15.79% , % 193, % 698, % 10.36% % 92, % 92, % 1.37% , % % 70, % 1.05% , % % 29, % 0.44% , % % 5, % 0.08% , % % 3, % 0.04% Totals $ 4,562,703 (e) 5.40% $ 2,177, % $ 6,739,727 (d) 5.14% % Variable Rate 1,380, % 1,050, % 2,430, % 36.07% Fixed Rate 3,182, % 1,126, % 4,308, % 63.93% Totals $ 4,562,703 (e) 5.40% $ 2,177, % $ 6,739,727 (d) 5.14% % Average years to maturity 4.69 years 4.98 years 4.78 years (a) Excludes principal amortization (b) Unconsolidated properties debt reflects the Company's share of debt (either retained or based on its respective equity ownership interests in the Unconsolidated Joint Ventures) relating to the properties owned by the Unconsolidated Joint Ventures. (c) For the variable rate loans, the interest rate reflected is the actual annualized weighted average rate for the debt outstanding during the twelve months ended December 31, (d) The debt collateralized by Provo Mall & Spokane Mall is reflected at 75% of the total loan balance on this report. This presentation, resulting in a $22.7 million variance from the 10K dated December 31, 2002, presents the Company's prorata share of such debt as these two properties are owned in joint ventures with 25% minority third party partners. (e) Excludes a market value purchase price adjustment of debt of approximately $6.9 million related to the JP Realty acquisition. $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $931,159 $575,955 $509,413 Company Portfolio Maturity Schedule by Year (dollars in thousands) Average Years to Maturity: 4.78 Years $1,037,840 $1,150,181 $571,030 $1,064,160 $698,452 $400,000 $200,000 % of Total $0 $92,500 $70,996 $29,444 $5,598 $3, % 8.5% 7.6% 15.4% 17.1% 8.5% 15.8% 10.4% 1.4% 1.1% 0.4% 0.1% 0.0% 21