UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
Amendment No. 1
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2007
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission
File Number 1-11656
GENERAL GROWTH PROPERTIES,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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42-1283895
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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110 N. Wacker Dr.,
Chicago, IL
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60606
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(Address of principal executive
offices)
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(Zip Code)
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(312)
960-5000
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. YES
þ
NO
o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. YES
o
NO
þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. YES
þ
NO
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated
filer
o
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Smaller reporting
Company
o
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(Do
not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). YES
o
NO
þ
On June 29, 2007, the last business day of the
registrants most recently completed second quarter, the
aggregate market value of the shares of common stock held by
non-affiliates of the registrant was approximately
$11.385 billion based upon the closing price of the common
stock on the New York Stock Exchange composite tape on such date.
As of February 22, 2008, there were 243,937,426 shares
of the registrants common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders
meeting to be held on May 13, 2008 are incorporated by
reference into Part III.
The Registrant is filing the Amendment No. 1 to its Annual
Report on
Form 10-K
for the year ended December 31, 2007 filed with the
Securities and Exchange Commission (SEC) on
February 27, 2008 (the Original
10-K)
to amend Items 8 and 15 of the Original
10-K.
The
amendment to Item 8 is to amend Note 5
Unconsolidated Real Estate Affiliates of the Consolidated
Financial Statements (Note 5), pages
F-21
through
F-31,
to
include additional information for certain unconsolidated real
estate affiliates to supplement certain required disclosures as
a result of an agreement with the SEC staff to provide such
information in lieu of separate audited financial statements for
such affiliates in accordance with
S-X
Rule 3-09.
This additional information includes the balance sheet and
income statement for one additional unconsolidated real estate
affiliate and condensed statement of cash flow information for
each of the unconsolidated real estate affiliates disclosed in
Note 5. Item 15 of the Original
10-K
is
being amended to include the updated opinion of
Deloitte & Touche LLP, new Exhibits 31.1, 31.2,
32.1 and 32.2, certifications of the Chief Executive Officer and
Chief Financial Officer, new Exhibit 23.1, consent of
Deloitte & Touche LLP and new Exhibit 23.2,
consent of KPMG LLP. In accordance with
Rule 12b-15
under the Securities Exchange Act of 1934, as amended, this
Amendment to the Original
10-K
sets
forth the complete text of Items 8 and 15, as amended.
Except as described above, no other amendments are being made to
the Original
10-K.
This
amendment does not reflect events occurring after the
February 27, 2008 filing of our Original
10-K
or
modify or update the disclosure contained in the Original
10-K
in any
way other than as required to reflect the items discussed above
and reflected below.
PART II
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Item 8.
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Financial
Statements and Supplementary Data
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Reference is made to the Consolidated Financial Statements and
Consolidated Financial Statement Schedule beginning on
page F-1
for the required information.
PART IV
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Item 15.
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Exhibits
and Financial Statement Schedules
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(a)
Financial Statements and Financial Statement
Schedules.
The consolidated financial statements and schedule listed in the
accompanying Index to Consolidated Financial Statements and
Consolidated Financial Statement Schedule are filed as part of
this Annual Report.
(b)
Exhibits.
See Exhibit Index on
page S-1.
(c)
Separate financial statements.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
General Growth
Properties, Inc.
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: March 24, 2008
GENERAL
GROWTH PROPERTIES, INC.
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements and consolidated
financial statement schedule are included in Item 8 of this
Annual Report on
Form 10-K:
All other schedules are omitted since the required information
is either not present in any amounts, is not present in amounts
sufficient to require submission of the schedule or because the
information required is included in the consolidated financial
statements and related notes.
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of
General Growth Properties, Inc. and subsidiaries (the
Company) as of December 31, 2007 and 2006, and
the related consolidated statements of income and comprehensive
income, stockholders equity, and cash flows for each of
the three years in the period ended December 31, 2007.
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits. We
did not audit the consolidated financial statements of
GGP/Homart, Inc., GGP/Homart II L.L.C., and GGP-TRS L.L.C.,
the Companys investments in which are accounted for by use
of the equity method. The Companys equity (deficit) of
$(104,853,000) in GGP/Homart, Inc.s net assets as of
December 31, 2006, and of $30,204,000 and $31,425,000 in
GGP/Homart, Inc.s net income for each of the two years in
the respective period ended December 31, 2006 are included
in the accompanying financial statements. The Companys
equity of $281,518,000 and $81,926,000 in GGP/Homart II
L.L.C.s net assets as of December 31, 2007 and 2006,
respectively, and of $17,163,000, $16,839,000, and $33,849,000
in GGP/Homart II L.L.C.s net income for each of the
three years in the respective period ended December 31,
2007 are included in the accompanying financial statements. The
Companys equity (deficit) of $(25,619,000) and
$(30,170,000) in GGP-TRS L.L.C.s net assets as of
December 31, 2007 and 2006, respectively, and of
$13,800,000, $15,004,000, and $19,308,000 in GGP-TRS
L.L.C.s net income for each of the three years in the
respective period ended December 31, 2007 are included in
the accompanying financial statements. The financial statements
of GGP/Homart, Inc., GGP/Homart II L.L.C., and GGP-TRS
L.L.C. were audited by other auditors related to the periods
listed above whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for such
companies, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the
reports of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of the other
auditors, such consolidated financial statements present fairly,
in all material respects, the financial position of General
Growth Properties, Inc. and subsidiaries at December 31,
2007 and 2006, and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 7 to the consolidated financial
statements, on January 1, 2007, the Company adopted
Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Companys internal control over financial reporting as of
December 31, 2007, based on the criteria established in
Internal Control Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 26, 2008 expressed
an unqualified opinion on the Companys internal control
over financial reporting based on our audit.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008
(March 24, 2008 as to Note 5, Condensed Financial
Information of Individually Significant Unconsolidated Real
Estate Affiliates as related to Woodlands Land Development cash
flow information)
F-2
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Stockholders
GGP/Homart, Inc.:
We have audited the consolidated balance sheets of GGP/Homart,
Inc. (a Delaware Corporation) and subsidiaries (the Company) as
of December 31, 2006 and 2005, and the related consolidated
statements of income and comprehensive income,
stockholders equity (deficit), and cash flows for each of
the years in the three-year period ended December 31, 2006
(not presented separately herein). These consolidated financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP/Homart, Inc. and subsidiaries as of
December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2006, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 27, 2007
F-3
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Members
GGP/Homart II, L.L.C.:
We have audited the consolidated balance sheets of GGP/Homart
II, L.L.C. (a Delaware Limited Liability Company) and
subsidiaries (the Company) as of December 31, 2007 and
2006, and the related consolidated statements of income and
comprehensive income, changes in members capital, and cash
flows for each of the years in the three-year period ended
December 31, 2007 (not presented separately herein). These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP/Homart II, L.L.C. and subsidiaries as of
December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 22, 2008
F-4
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Members
GGP TRS, L.L.C.:
We have audited the consolidated balance sheets of
GGP TRS, L.L.C. (a Delaware Limited Liability
Company) and subsidiaries (the Company) as of December 31,
2007 and 2006, and the related consolidated statements of income
and comprehensive income, changes in members capital, and
cash flows for each of the years in the three-year period ended
December 31, 2007 (not presented separately herein). These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP TRS, L.L.C. and subsidiaries as of
December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 22, 2008
F-5
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
BALANCE SHEETS
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December 31,
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2007
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2006
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(Dollars in thousands)
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Assets
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Investment in real estate:
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Land
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$
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3,310,634
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$
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2,952,477
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Buildings and equipment
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22,653,814
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19,379,386
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Less accumulated depreciation
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(3,605,199
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)
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(2,766,871
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)
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Developments in progress
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987,936
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673,900
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Net property and equipment
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23,347,185
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20,238,892
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Investment in and loans to/from Unconsolidated Real Estate
Affiliates
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1,857,330
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1,499,036
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Investment land and land held for development and sale
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1,639,372
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1,655,838
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Net investment in real estate
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26,843,887
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23,393,766
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Cash and cash equivalents
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99,534
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97,139
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Accounts and notes receivable, net
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388,278
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338,709
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Goodwill
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385,683
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371,674
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Deferred expenses, net
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290,660
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252,190
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Prepaid expenses and other assets
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806,277
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787,967
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Total assets
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$
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28,814,319
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$
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25,241,445
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Liabilities and Stockholders Equity
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Mortgages, notes and loans payable
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$
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24,282,139
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$
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20,521,967
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Investment in and loans to/from Unconsolidated Real Estate
Affiliates
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53,964
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172,421
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Deferred tax liabilities
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860,435
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1,302,205
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Accounts payable and accrued expenses
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1,688,241
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1,050,192
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Total liabilities
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26,884,779
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23,046,785
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Minority interests:
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Preferred
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121,482
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182,828
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Common
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351,362
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347,753
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Total minority interests
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472,844
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530,581
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Commitments and Contingencies
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Preferred Stock: $100 par value; 5,000,000 shares
authorized; none issued and outstanding
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Stockholders Equity:
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Common stock: $.01 par value; 875,000,000 shares
authorized, 245,704,746 and 242,357,416 shares issued as of
December 31, 2007 and 2006, respectively
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2,457
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2,424
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Additional paid-in capital
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2,601,296
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2,533,898
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Retained earnings (accumulated deficit)
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(1,087,080
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)
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(868,391
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)
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Accumulated other comprehensive income
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35,658
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9,582
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Less common stock in treasury, at cost, 1,806,650 and
290,787 shares as of December 31, 2007 and 2006,
respectively
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(95,635
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)
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(13,434
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)
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Total stockholders equity
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1,456,696
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1,664,079
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Total liabilities and stockholders equity
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$
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28,814,319
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$
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25,241,445
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|
|
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The accompanying notes are an integral part of these
consolidated financial statements.
F-6
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
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Years Ended December 31,
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2007
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2006
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2005
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(Dollars in thousands, except for per share amounts)
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Revenues:
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Minimum rents
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$
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1,933,674
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$
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1,753,508
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$
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1,670,387
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Tenant recoveries
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859,801
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773,034
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|
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754,836
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Overage rents
|
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|
89,016
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|
|
75,945
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|
|
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69,628
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Land sales
|
|
|
145,649
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|
|
|
423,183
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|
|
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385,205
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Management and other fees
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|
|
106,584
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|
|
|
115,798
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|
|
|
91,022
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Other
|
|
|
127,077
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|
|
|
114,815
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|
|
|
101,626
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|
|
|
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|
|
|
|
|
|
|
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Total revenues
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3,261,801
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|
|
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3,256,283
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3,072,704
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Expenses:
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|
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Real estate taxes
|
|
|
246,484
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|
|
218,549
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|
|
|
206,193
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Repairs and maintenance
|
|
|
216,536
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|
|
|
199,078
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|
|
|
195,292
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Marketing
|
|
|
54,664
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|
|
|
48,626
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|
|
|
63,522
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Other property operating costs
|
|
|
421,228
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|
|
|
373,020
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|
|
|
390,051
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Land sales operations
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|
|
244,308
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|
|
|
316,453
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|
|
|
311,815
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|
Provision for doubtful accounts
|
|
|
5,426
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|
|
|
22,078
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|
|
|
13,868
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|
Property management and other costs
|
|
|
198,610
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|
|
|
181,033
|
|
|
|
144,526
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|
General and administrative
|
|
|
37,005
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|
|
|
18,800
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|
|
|
15,539
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
670,454
|
|
|
|
690,194
|
|
|
|
672,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
2,183,940
|
|
|
|
2,067,831
|
|
|
|
2,013,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
1,188,452
|
|
|
|
1,058,984
|
|
Interest income
|
|
|
8,641
|
|
|
|
11,585
|
|
|
|
10,416
|
|
Interest expense
|
|
|
(1,174,097
|
)
|
|
|
(1,117,437
|
)
|
|
|
(1,031,241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, minority interest and equity
in income of Unconsolidated Real Estate Affiliates
|
|
|
(87,595
|
)
|
|
|
82,600
|
|
|
|
38,159
|
|
Benefit from (provision for) income taxes
|
|
|
294,160
|
|
|
|
(98,984
|
)
|
|
|
(51,289
|
)
|
Minority interest
|
|
|
(77,012
|
)
|
|
|
(37,761
|
)
|
|
|
(43,989
|
)
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
60,096
|
|
|
|
63,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, net of minority interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
|
|
|
|
|
|
|
|
6,568
|
|
Gain (loss) on dispositions
|
|
|
|
|
|
|
(823
|
)
|
|
|
5,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
|
|
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total diluted earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
Other comprehensive income, net of minority interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on financial instruments
|
|
|
(2,295
|
)
|
|
|
(3,316
|
)
|
|
|
9,554
|
|
Accrued pension adjustment
|
|
|
243
|
|
|
|
(2
|
)
|
|
|
(374
|
)
|
Foreign currency translation
|
|
|
28,131
|
|
|
|
2,728
|
|
|
|
4,920
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
|
(3
|
)
|
|
|
(282
|
)
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss), net of minority interest
|
|
|
26,076
|
|
|
|
(872
|
)
|
|
|
14,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net
|
|
$
|
314,030
|
|
|
$
|
58,401
|
|
|
$
|
89,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Receivable-
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Earnings
|
|
|
Common
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
(Accumulated
|
|
|
Stock
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Stockholders
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Purchase
|
|
|
Income (Loss)
|
|
|
Stock
|
|
|
Equity
|
|
|
|
(Dollars in thousands)
|
|
|
Balance, January 1, 2005
|
|
$
|
2,347
|
|
|
$
|
2,377,177
|
|
|
$
|
(227,511
|
)
|
|
$
|
(5,178
|
)
|
|
$
|
(3,685
|
)
|
|
$
|
|
|
|
$
|
2,143,150
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,553
|
|
Cash distributions declared ($1.49 per share)
|
|
|
|
|
|
|
|
|
|
|
(353,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(353,665
|
)
|
Conversion of operating partnership units to common stock
(2,470,368 common shares)
|
|
|
25
|
|
|
|
23,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,932
|
|
Conversion of convertible preferred units to common stock
(729,890 common shares)
|
|
|
7
|
|
|
|
14,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,337
|
|
Issuance of common stock, net of employee stock option
loan/repayments (1,322,720 common shares) (545,204 treasury
shares)
|
|
|
13
|
|
|
|
40,135
|
|
|
|
(7,892
|
)
|
|
|
5,178
|
|
|
|
|
|
|
|
24,522
|
|
|
|
61,956
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
3,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,328
|
|
Shares issued pursuant to CSA (551,985 common shares) (1,000,400
treasury shares)
|
|
|
6
|
|
|
|
19,393
|
|
|
|
(5,040
|
)
|
|
|
|
|
|
|
|
|
|
|
44,696
|
|
|
|
59,055
|
|
Restricted stock grant, net of compensation expense (66,000
common shares)
|
|
|
1
|
|
|
|
3,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,117
|
|
Purchase of treasury stock (2,214,000 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,580
|
)
|
|
|
(99,580
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,139
|
|
|
|
|
|
|
|
14,139
|
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
(12,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
$
|
2,399
|
|
|
$
|
2,468,982
|
|
|
$
|
(518,555
|
)
|
|
$
|
|
|
|
$
|
10,454
|
|
|
$
|
(30,362
|
)
|
|
|
1,932,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
59,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,273
|
|
Cash distributions declared ($1.68 per share)
|
|
|
|
|
|
|
|
|
|
|
(403,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(403,831
|
)
|
Conversion of operating partnership units to common stock
(808,173 common shares)
|
|
|
8
|
|
|
|
5,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,792
|
|
Conversion of convertible preferred units to common stock
(526,464 common shares)
|
|
|
5
|
|
|
|
10,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,026
|
|
Issuance of common stock (971,238 common shares) (563,185
treasury shares)
|
|
|
10
|
|
|
|
34,333
|
|
|
|
(5,278
|
)
|
|
|
|
|
|
|
|
|
|
|
26,018
|
|
|
|
55,083
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267
|
|
Shares issued pursuant to CSA (87,495 common shares) (1,727,524
treasury shares)
|
|
|
1
|
|
|
|
4,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,835
|
|
|
|
81,731
|
|
Restricted stock grant, net of compensation expense (99,000
common shares)
|
|
|
1
|
|
|
|
2,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,808
|
|
Purchase of treasury stock (1,913,100 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(85,925
|
)
|
|
|
(85,925
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(872
|
)
|
|
|
|
|
|
|
(872
|
)
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
6,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
$
|
2,424
|
|
|
$
|
2,533,898
|
|
|
$
|
(868,391
|
)
|
|
$
|
|
|
|
$
|
9,582
|
|
|
$
|
(13,434
|
)
|
|
$
|
1,664,079
|
|
Cumulative effect of adoption of FIN 48
|
|
|
|
|
|
|
|
|
|
|
(54,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, January 1, 2007
|
|
$
|
2,424
|
|
|
$
|
2,533,898
|
|
|
$
|
(922,519
|
)
|
|
$
|
|
|
|
$
|
9,582
|
|
|
$
|
(13,434
|
)
|
|
$
|
1,609,951
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
287,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287,954
|
|
Cash distributions declared ($1.85 per share)
|
|
|
|
|
|
|
|
|
|
|
(450,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(450,854
|
)
|
Conversion of operating partnership units to common stock
(1,086,961 common shares)
|
|
|
11
|
|
|
|
7,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,695
|
|
Conversion of convertible preferred units to common stock
(29,269 common shares)
|
|
|
|
|
|
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488
|
|
Issuance of common stock (1,582,968 common shares) (144,068
treasury shares)
|
|
|
15
|
|
|
|
64,022
|
|
|
|
(1,661
|
)
|
|
|
|
|
|
|
|
|
|
|
6,657
|
|
|
|
69,033
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
3,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,531
|
|
Shares issued pursuant to CSA (551,632 common shares) (146,969
treasury shares)
|
|
|
6
|
|
|
|
29,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,790
|
|
|
|
36,671
|
|
Restricted stock grant, net of compensation expense (96,500
common shares)
|
|
|
1
|
|
|
|
2,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,696
|
|
Purchase of treasury stock (1,806,900 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,648
|
)
|
|
|
(95,648
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,076
|
|
|
|
|
|
|
|
26,076
|
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
(40,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
$
|
2,457
|
|
|
$
|
2,601,296
|
|
|
$
|
(1,087,080
|
)
|
|
$
|
|
|
|
$
|
35,658
|
|
|
$
|
(95,635
|
)
|
|
$
|
1,456,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests
|
|
|
77,012
|
|
|
|
37,761
|
|
|
|
45,488
|
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
(158,401
|
)
|
|
|
(114,241
|
)
|
|
|
(120,986
|
)
|
Provision for doubtful accounts
|
|
|
5,426
|
|
|
|
22,078
|
|
|
|
13,876
|
|
Distributions received from Unconsolidated Real Estate Affiliates
|
|
|
124,481
|
|
|
|
111,864
|
|
|
|
119,602
|
|
Depreciation
|
|
|
635,873
|
|
|
|
663,523
|
|
|
|
657,358
|
|
Amortization
|
|
|
34,581
|
|
|
|
26,671
|
|
|
|
21,037
|
|
Amortization of debt market rate adjustment and other non-cash
interest expense
|
|
|
(11,073
|
)
|
|
|
(13,570
|
)
|
|
|
(32,672
|
)
|
Participation expense pursuant to Contingent Stock Agreement
|
|
|
31,884
|
|
|
|
110,740
|
|
|
|
106,285
|
|
Land/residential development and acquisitions expenditures
|
|
|
(243,323
|
)
|
|
|
(200,367
|
)
|
|
|
(170,026
|
)
|
Cost of land sales
|
|
|
48,794
|
|
|
|
175,184
|
|
|
|
181,301
|
|
Impairment of investment land and land held for development and
sale
|
|
|
127,600
|
|
|
|
|
|
|
|
|
|
Deferred income taxes including tax restructuring benefit
|
|
|
(368,136
|
)
|
|
|
58,252
|
|
|
|
28,596
|
|
Straight-line rent amortization
|
|
|
(24,334
|
)
|
|
|
(34,176
|
)
|
|
|
(33,994
|
)
|
Amortization of intangibles other than in-place leases
|
|
|
(20,945
|
)
|
|
|
(41,668
|
)
|
|
|
(29,254
|
)
|
Net changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable
|
|
|
(21,868
|
)
|
|
|
(23,091
|
)
|
|
|
(51,131
|
)
|
Prepaid expenses and other assets
|
|
|
53,819
|
|
|
|
28,165
|
|
|
|
(69,379
|
)
|
Deferred expenses
|
|
|
(37,878
|
)
|
|
|
(46,741
|
)
|
|
|
(73,048
|
)
|
Accounts payable and accrued expenses
|
|
|
135,980
|
|
|
|
(30,733
|
)
|
|
|
122,208
|
|
Other, including insurance recoveries, net
|
|
|
29,970
|
|
|
|
27,427
|
|
|
|
51,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
707,416
|
|
|
|
816,351
|
|
|
|
841,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/development of real estate and property
additions/improvements
|
|
|
(1,495,334
|
)
|
|
|
(699,403
|
)
|
|
|
(497,977
|
)
|
Proceeds from sales of investment properties
|
|
|
3,252
|
|
|
|
23,117
|
|
|
|
143,543
|
|
Increase in investments in Unconsolidated Real Estate Affiliates
|
|
|
(441,438
|
)
|
|
|
(285,747
|
)
|
|
|
(195,642
|
)
|
Distributions received from Unconsolidated Real Estate
Affiliates in excess of income
|
|
|
303,265
|
|
|
|
627,869
|
|
|
|
260,639
|
|
Loans (to) from Unconsolidated Real Estate Affiliates, net
|
|
|
(161,892
|
)
|
|
|
67,821
|
|
|
|
126,500
|
|
(Increase) decrease in restricted cash
|
|
|
(11,590
|
)
|
|
|
12,017
|
|
|
|
(22,950
|
)
|
Other, including insurance recoveries, net
|
|
|
22,805
|
|
|
|
43,926
|
|
|
|
31,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1,780,932
|
)
|
|
|
(210,400
|
)
|
|
|
(154,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of mortgages, notes and loans payable
|
|
|
4,456,863
|
|
|
|
9,366,183
|
|
|
|
3,907,254
|
|
Principal payments on mortgages, notes and loans payable
|
|
|
(2,692,907
|
)
|
|
|
(9,383,378
|
)
|
|
|
(3,791,978
|
)
|
Deferred financing costs
|
|
|
(28,422
|
)
|
|
|
(38,916
|
)
|
|
|
(6,984
|
)
|
Cash distributions paid to common stockholders
|
|
|
(450,854
|
)
|
|
|
(403,831
|
)
|
|
|
(353,665
|
)
|
Cash distributions paid to holders of Common Units
|
|
|
(96,978
|
)
|
|
|
(88,992
|
)
|
|
|
(80,885
|
)
|
Cash distributions paid to holders of perpetual and convertible
preferred units
|
|
|
(13,873
|
)
|
|
|
(17,546
|
)
|
|
|
(27,329
|
)
|
Proceeds from issuance of common stock, including from common
stock plans
|
|
|
60,625
|
|
|
|
49,267
|
|
|
|
45,208
|
|
Redemption of preferred minority interests
|
|
|
(60,000
|
)
|
|
|
|
|
|
|
(183,000
|
)
|
Purchase of treasury stock
|
|
|
(95,648
|
)
|
|
|
(85,925
|
)
|
|
|
(98,939
|
)
|
Other, net
|
|
|
(2,895
|
)
|
|
|
(8,465
|
)
|
|
|
(34,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
1,075,911
|
|
|
|
(611,603
|
)
|
|
|
(624,571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
2,395
|
|
|
|
(5,652
|
)
|
|
|
63,210
|
|
Cash and cash equivalents at beginning of period
|
|
|
97,139
|
|
|
|
102,791
|
|
|
|
39,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
99,534
|
|
|
$
|
97,139
|
|
|
$
|
102,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,272,823
|
|
|
$
|
1,170,929
|
|
|
$
|
1,074,874
|
|
Interest capitalized
|
|
|
86,606
|
|
|
|
58,019
|
|
|
|
54,260
|
|
Taxes paid
|
|
|
96,133
|
|
|
|
34,743
|
|
|
|
8,170
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for Operating Partnership Units
|
|
$
|
7,695
|
|
|
$
|
5,792
|
|
|
$
|
23,932
|
|
Common stock issued in exchange for convertible preferred units
|
|
|
488
|
|
|
|
10,026
|
|
|
|
14,337
|
|
Common stock issued pursuant to Contingent Stock Agreement
|
|
|
36,671
|
|
|
|
81,731
|
|
|
|
59,055
|
|
Acquisition of joint venture partner share of GGP/Homart Inc. in
2007, GGP Ivanhoe IV, Inc. in 2006, and disposition of certain
properties in 2005, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,331,032
|
|
|
|
169,415
|
|
|
|
(134,166
|
)
|
Total liabilities
|
|
|
2,381,942
|
|
|
|
169,415
|
|
|
|
(125,925
|
)
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-9
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
General
General Growth Properties, Inc. (GGP), a Delaware
corporation, is a self-administered and self-managed real estate
investment trust, referred to as a REIT. GGP was
organized in 1986 and through its subsidiaries and affiliates
operates, develops, acquires and manages retail and other rental
properties, primarily shopping centers, which are located
primarily throughout the United States. GGP also holds assets
through its international Unconsolidated Real Estate Affiliates
in Brazil, Turkey and Costa Rica in which GGP has invested
approximately $237.1 million at December 31, 2007.
Additionally, GGP develops and sells land for residential,
commercial and other uses primarily in large-scale, long-term
master planned communities projects in and around Columbia,
Maryland; Summerlin, Nevada; and Houston, Texas. In these notes,
the terms we, us and our
refer to GGP and its subsidiaries (the Company).
Substantially all of our business is conducted through GGP
Limited Partnership (the Operating Partnership or
GGPLP). As of December 31, 2007, ownership of
the Operating Partnership was as follows:
|
|
|
|
|
|
82
|
%
|
|
GGP, as sole general partner
|
|
16
|
|
|
Limited partners that indirectly include family members of the
original stockholders of the Company. Represented by common
units of limited partnership interest (the Common
Units)
|
|
2
|
|
|
Limited partners that include subsequent contributors of
properties to the Operating Partnership which are also
represented by Common Units.
|
|
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
The Operating Partnership also has preferred units of limited
partnership interest (the Preferred Units)
outstanding. Under certain circumstances, the Preferred Units
are convertible into Common Units which are redeemable for
shares of GGP common stock on a one-for-one basis.
In addition to holding ownership interests in various joint
ventures, the Operating Partnership generally conducts its
operations through the following subsidiaries:
|
|
|
GGPLP L.L.C., a Delaware limited liability company (the
LLC), has ownership interests in the majority of our
Consolidated Properties (as defined below) (other than those
acquired in The Rouse Company merger (the TRC
Merger).
|
|
|
The Rouse Company LP (TRCLP), successor to The Rouse
Company (TRC), which includes both REIT and taxable
REIT subsidiaries (TRSs), has ownership interests in
Consolidated Properties and Unconsolidated Properties (each as
defined below).
|
|
|
General Growth Management, Inc. (GGMI), a TRS,
manages, leases, and performs various other services for most of
our Unconsolidated Real Estate Affiliates (as defined below) and
approximately 30 properties owned by unaffiliated third parties.
Effective July 1, 2006, GGMI also performs tenant related
marketing and strategic partnership services at all of our
Consolidated Properties.
|
In this report, we refer to our ownership interests in
majority-owned or controlled properties as Consolidated
Properties, to joint ventures in which we own a
non-controlling interest as Unconsolidated Real Estate
Affiliates and the properties owned by such joint ventures
as the Unconsolidated Properties. Our Company
Portfolio includes both our Consolidated Properties and
our Unconsolidated Properties.
Shareholder
Rights Plan
We have a shareholder rights plan which will impact a potential
acquirer unless the acquirer negotiates with our Board of
Directors and the Board of Directors approves the transaction.
Pursuant to this plan, one preferred share
F-10
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
purchase right (a Right) is attached to each
currently outstanding or subsequently issued share of our common
stock. Prior to becoming exercisable, the Rights trade together
with our common stock. In general, the Rights will become
exercisable if a person or group acquires or announces a tender
or exchange offer for 15% or more of our common stock. Each
Right entitles the holder to purchase from GGP one-third of
one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $100 per share (the Preferred
Stock), at an exercise price of $148 per one
one-thousandth of a share, subject to adjustment. If a person or
group acquires 15% or more of our common stock, each Right will
entitle the holder (other than the acquirer) to purchase shares
of our common stock (or, in certain circumstances, cash or other
securities) having a market value of twice the exercise price of
a Right at such time. Under certain circumstances, each Right
will entitle the holder (other than the acquirer) to purchase
the common stock of the acquirer having a market value of twice
the exercise price of a Right at such time. In addition, under
certain circumstances, our Board of Directors may exchange each
Right (other than those held by the acquirer) for one share of
our common stock, subject to adjustment. If the Rights become
exercisable, holders of common units of partnership interest in
the Operating Partnership, other than GGP, will receive the
number of Rights they would have received if their units had
been redeemed and the purchase price paid in our common stock.
The Rights expire on November 18, 2008, but may be extended
or redeemed earlier by our Board of Directors for one-third of
$0.01 per Right.
|
|
Note 2
|
Summary
of Significant Accounting Policies
|
Principles
of Consolidation
The accompanying Consolidated Financial Statements include the
accounts of GGP, our subsidiaries and joint ventures in which we
have a controlling interest. For consolidated joint ventures,
the non-controlling partners share of operations
(generally computed as the joint venture partners
ownership percentage) is included in Minority Interest. All
significant intercompany balances and transactions have been
eliminated.
Properties
Real estate assets are stated at cost. Construction and
improvement costs incurred in connection with the development of
new properties or the redevelopment of existing properties are
capitalized to the extent the total carrying value of the
property does not exceed the estimated fair value of the
completed property. Real estate taxes and interest costs
incurred during construction periods are capitalized.
Capitalized interest costs are based on qualified expenditures
and interest rates in place during the construction period.
Capitalized real estate taxes and interest costs are amortized
over lives which are consistent with the constructed assets.
Pre-development costs, which generally include legal and
professional fees and other directly-related third-party costs,
are capitalized as part of the property being developed. In the
event a development is no longer deemed to be probable, the
costs previously capitalized are expensed.
Tenant improvements, either paid directly or in the form of
construction allowances paid to tenants, are capitalized and
depreciated over the average lease term. Maintenance and repairs
are charged to expense when incurred. Expenditures for
significant betterments and improvements are capitalized.
Depreciation or amortization expense is computed using the
straight-line method based upon the following estimated useful
lives:
|
|
|
|
|
|
|
Years
|
|
Buildings and improvements
|
|
|
40-45
|
|
Equipment, tenant improvements and fixtures
|
|
|
5-10
|
|
F-11
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Impairment
Our real estate assets, including developments in progress and
investment land and land held for development and sale, are
reviewed for potential impairment indicators whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. Impairment indicators for our retail and
other segment are assessed separately for each property and
include, but are not limited to, significant decreases in real
estate property net operating income and occupancy percentages.
Impairment indicators for our master planned communities segment
are assessed separately for each community and include, but are
not limited to, significant decreases in sales pace or average
selling prices, significant increases in expected land
development and construction costs or cancellation rates, and
projected losses on expected future land sales. Impairment
indicators for developments in progress or other developments
are assessed by project and include, but are not limited to,
significant changes in projected completion dates, development
costs and market factors.
If an indicator of potential impairment exists, the asset would
be tested for recoverability by comparing its carrying value to
the estimated future undiscounted operating cash flow. A real
estate asset is considered to be impaired when the estimated
future undiscounted operating cash flow is less than its
carrying value. To the extent an impairment has occurred, the
excess of the carrying value of the asset over its estimated
fair value will be expensed to operations.
Based on the results of our evaluations, we recognized a
non-cash impairment charge of $127.6 million in 2007
related to our Columbia and Fairwood properties in our master
planned communities segment. The carrying value of the
investment land and land held for development and sale that was
impacted by this non-cash impairment charge totaled
$1.64 billion at December 31, 2007 and
$1.66 billion at December 31, 2006. This impairment
charge is included in land sales operations in our Consolidated
Statements of Income and Comprehensive Income.
There were no impairments present for our retail and other
segment as of December 31, 2007.
Acquisitions
of Operating Properties
Acquisitions of properties are accounted for utilizing the
purchase method and, accordingly, the results of operations of
acquired properties are included in our results of operations
from the respective dates of acquisition. Estimates of future
cash flows and other valuation techniques are used to allocate
the purchase price of acquired property between land, buildings
and improvements, equipment, debt liabilities assumed and
identifiable intangible assets and liabilities such as amounts
related to in-place at-market tenant leases, acquired above and
below-market tenant and ground leases and tenant relationships.
Initial valuations are subject to change until such information
is finalized no later than 12 months from the acquisition
date.
The fair values of tangible assets are determined on an
if-vacant basis. The if-vacant fair
value is allocated to land, where applicable, buildings, tenant
improvements and equipment based on comparable sales and other
relevant information obtained in connection with the acquisition
of the property.
The estimated fair value of acquired in-place at-market tenant
leases are the costs we would have incurred to lease the
property to the occupancy level of the property at the date of
acquisition. Such estimate includes the fair value of leasing
commissions, legal costs and tenant coordination costs that
would be incurred to lease the property to this occupancy level.
Additionally, we evaluate the time period over which such
occupancy level would be achieved and include an estimate of the
net operating costs (primarily real estate taxes, insurance and
utilities) incurred during the
lease-up
period, which generally ranges up to one year. Acquired in-place
at-market tenant leases are amortized over periods that
approximate the related lease terms.
Intangible assets and liabilities are also recorded for
above-market and below-market in-place tenant and ground leases
where we are either the lessor or the lessee. Above-market and
below-market in-place tenant and ground lease values are
recorded based on the present value (using an interest rate
which reflects the risks associated with the leases acquired) of
the difference between the contractual amounts to be received or
paid pursuant to the in-place leases and our estimate of fair
market lease rates for the corresponding in-place leases,
measured over a period equal
F-12
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
to the remaining non-cancelable term of the leases. Above and
below-market lease values are amortized over the remaining
non-cancelable terms of the respective leases (averaging
approximately five years for tenant leases and approximately
50 years for ground leases).
Due to existing contacts and relationships with tenants at our
currently owned properties and at properties currently managed
for others, no significant value has been ascribed to the tenant
relationships at the acquired properties.
The excess of the cost of an acquired entity over the net of the
amounts assigned to assets acquired (including identified
intangible assets) and liabilities assumed is recorded as
goodwill. Goodwill is not amortized but is tested for impairment
on an annual basis, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. Since
each individual rental property or each operating property is an
operating segment, which is each considered a reporting unit, we
perform this test by comparing the fair value of each property
with our book value of the property, including goodwill. If the
implied fair value of goodwill is less than the book value of
goodwill, then an impairment charge would be recorded. As of
December 31, 2007 and 2006, we do not believe that any of
our goodwill is impaired.
Investments
in Unconsolidated Real Estate Affiliates
We account for investments in joint ventures where we own a
non-controlling joint interest using the equity method. Under
the equity method, the cost of our investment is adjusted for
our share of the equity in earnings of such Unconsolidated Real
Estate Affiliates from the date of acquisition and reduced by
distributions received. Generally, the operating agreements with
respect to our Unconsolidated Real Estate Affiliates provide
that assets, liabilities and funding obligations are shared in
accordance with our ownership percentages. Therefore, we
generally also share in the profit and losses, cash flows and
other matters relating to our Unconsolidated Real Estate
Affiliates in accordance with our respective ownership
percentages. Except for Retained Debt (as described in
Note 5), differences between the carrying value of our
investment in the Unconsolidated Real Estate Affiliates and our
share of the underlying equity of such Unconsolidated Real
Estate Affiliates are amortized over lives ranging from five to
forty years.
When cumulative distributions, which are primarily from
financing proceeds, exceed our investment in the joint venture,
the investment is reported as a liability in our Consolidated
Balance Sheets.
For those joint ventures where we own less than approximately a
5% interest and have virtually no influence on the joint
ventures operating and financial policies, we account for
our investments using the cost method.
Cash
and Cash Equivalents
Highly-liquid investments with maturities at dates of purchase
of three months or less are classified as cash equivalents.
Investments
in Marketable Securities
Most investments in marketable securities are held in an
irrevocable trust for participants in qualified defined
contribution plans which were acquired with the TRC Merger, are
classified as trading securities and are carried at fair value
with changes in values recognized in earnings. Investments in
marketable securities with maturities at dates of purchase in
excess of three months are carried at amortized cost as it is
our intention to hold these investments until maturity. Other
investments in marketable equity securities subject to
significant restrictions on sale or transfer are classified as
available-for-sale and are carried at fair value with unrealized
changes in values recognized in other comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
(In thousands)
|
|
Proceeds from sales of available-for-sale securities
|
|
$
|
3,720
|
|
|
$
|
4,982
|
|
|
$
|
27,740
|
|
Gross realized gains on available-for-sale securities
|
|
|
643
|
|
|
|
578
|
|
|
|
3,416
|
|
F-13
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Leases
Leases which transfer substantially all the risks and benefits
of ownership to tenants are considered finance leases and the
present values of the minimum lease payments and the estimated
residual values of the leased properties, if any, are accounted
for as receivables. Leases which transfer substantially all the
risks and benefits of ownership to us are considered capital
leases and the present values of the minimum lease payments are
accounted for as assets and liabilities.
Deferred
Expenses
Deferred expenses consist principally of financing fees and
leasing costs and commissions. Deferred financing fees are
amortized to interest expense using the interest method (or
other methods which approximate the interest method) over the
terms of the respective agreements. Deferred leasing costs and
commissions are amortized using the straight-line method over
periods that approximate the related lease terms. Deferred
expenses in our Consolidated Balance Sheets are shown at cost,
net of accumulated amortization of $210.1 million as of
December 31, 2007 and $151.0 million as of
December 31, 2006.
Minority
Interests Common (Note 12)
Minority Interests Common includes income allocated
to holders of the Common Units (the OP Minority
Interests) as well as to minority interest venture
partners in consolidated joint ventures. Income is allocated to
the OP Minority Interests based on their ownership percentage of
the Operating Partnership. This ownership percentage, as well as
the total net assets of the Operating Partnership, changes when
additional shares of our common stock or Common Units are
issued. Such changes result in an allocation between
stockholders equity and Minority Interests-Common in the
Consolidated Balance Sheets. Due to the number of such capital
transactions that occur each period, we have presented a single
net effect of all such allocations for the period as the
Adjustment for Minority Interest in Operating
Partnership in our Consolidated Statements of
Stockholders Equity (rather than separately allocating the
minority interest for each individual capital transaction).
Treasury
Stock
We account for repurchases of common stock using the cost method
with common stock in treasury classified in the Consolidated
Balance Sheets as a reduction of stockholders equity.
Treasury stock is reissued at average cost.
Revenue
Recognition and Related Matters
Minimum rent revenues are recognized on a straight-line basis
over the terms of the related leases. Minimum rent revenues also
include amounts collected from tenants to allow the termination
of their leases prior to their scheduled termination dates and
accretion related to above and below-market tenant leases on
acquired properties. Termination income recognized for the years
ended December 31, 2007, 2006 and 2005 was approximately
$35.4 million, $31.2 million and $17.6 million,
respectively. Accretion related to above and below-market tenant
leases for the years ended December 31, 2007, 2006 and 2005
was approximately $31.0 million, $39.7 million and
$34.7 million, respectively.
Straight-line rents receivable, which represent the current net
cumulative rents recognized prior to when billed and collectible
as provided by the terms of the leases, of approximately
$201.9 million as of December 31, 2007 and
$159.2 million as of December 31, 2006 are included in
Accounts and notes receivable, net in our Consolidated Balance
Sheets.
We provide an allowance for doubtful accounts against the
portion of accounts receivable, including straight-line rents,
which is estimated to be uncollectible. Such allowances are
reviewed periodically based upon our recovery experience. We
also evaluate the probability of collecting future rent which is
recognized currently under a straight-line methodology. This
analysis considers the long-term nature of our leases, as a
certain portion of the straight-line
F-14
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
rent currently recognizable will not be billed to the tenant
until many years into the future. Our experience relative to
unbilled deferred rent receivable is that a certain portion of
the amounts recorded as straight-line rental revenue are never
collected from (or billed to) tenants due to early lease
terminations. For that portion of the otherwise recognizable
deferred rent that is not deemed to be probable of collection,
no revenue is recognized. Accounts receivable in our
Consolidated Balance Sheets are shown net of an allowance for
doubtful accounts of $68.5 million as of December 31,
2007 and $56.9 million as of December 31, 2006.
Overage rents are recognized on an accrual basis once tenant
sales exceed contractual tenant lease thresholds. Recoveries
from tenants are established in the leases or computed based
upon a formula related to real estate taxes, insurance and other
shopping center operating expenses and are generally recognized
as revenues in the period the related costs are incurred.
Management and other fees primarily represent management and
leasing fees, construction fees, financing fees and fees for
other ancillary services performed for the benefit of the
Unconsolidated Real Estate Affiliates and for properties owned
by third parties. Such fees are recognized as revenue when
earned.
Revenues from land sales are recognized using the full accrual
method provided that various criteria relating to the terms of
the transactions and our subsequent involvement with the land
sold are met. Revenues relating to transactions that do not meet
the established criteria are deferred and recognized when the
criteria are met or using the installment or cost recovery
methods, as appropriate in the circumstances. For land sale
transactions in which we are required to perform additional
services and incur significant costs after title has passed,
revenues and cost of sales are recognized on a percentage of
completion basis.
Cost ratios for land sales are determined as a specified
percentage of land sales revenues recognized for each community
development project. The cost ratios used are based on actual
costs incurred and estimates of future development costs and
sales revenues to completion of each project. The ratios are
reviewed regularly and revised for changes in sales and cost
estimates or development plans. Significant changes in these
estimates or development plans, whether due to changes in market
conditions or other factors, could result in changes to the cost
ratio used for a specific project. The specific identification
method is used to determine cost of sales for certain parcels of
land, including acquired parcels we do not intend to develop or
for which development is complete at the date of acquisition.
Income
Taxes (Note 7)
Deferred income taxes are accounted for using the asset and
liability method. Deferred tax assets and liabilities are
recognized for the expected future tax consequences of events
that have been included in the financial statements or tax
returns. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial
reporting and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are
expected to reverse. An increase or decrease in the deferred tax
liability that results from a change in circumstances, and which
causes a change in our judgment about expected future tax
consequences of events, is included in the current tax
provision. Deferred income taxes also reflect the impact of
operating loss and tax credit carryforwards. A valuation
allowance is provided if we believe it is more likely than not
that all or some portion of the deferred tax asset will not be
realized. An increase or decrease in the valuation allowance
that results from a change in circumstances, and which causes a
change in our judgment about the realizability of the related
deferred tax asset, is included in the current tax provision.
On January 1, 2007, we adopted Financial Accounting
Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48).
FIN 48 prescribes a recognition threshold that a tax
position is required to meet before recognition in the financial
statements and provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim
periods, disclosure and transition issues. Prior to adoption of
FIN 48, we did not treat either interest or penalties
related to tax uncertainties as part of income tax expense. With
the adoption of FIN 48, we have chosen to change this
accounting policy. As a result, we recognize
F-15
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
and report interest and penalties, if necessary, within our
provision for income tax expense from January 1, 2007
forward.
In many of our Master Planned Communities, gains with respect to
sales of land for commercial use, condominiums or apartments are
reported for tax purposes on the percentage of completion
method. Under the percentage of completion method, gain is
recognized for tax purposes as costs are incurred in
satisfaction of contractual obligations. In contrast, gains with
respect to sales of land for single family residences are
reported for tax purposes under the completed contract method.
Under the completed contract method, gain is recognized for tax
purposes when 95% of the costs of our contractual obligations
are incurred.
Earnings
Per Share (EPS)
Basic earnings per share (EPS) is computed by
dividing net income available to common stockholders by the
weighted-average number of common shares outstanding. Diluted
EPS is computed after adjusting the numerator and denominator of
the basic EPS computation for the effects of all potentially
dilutive common shares. The dilutive effects of convertible
securities are computed using the if-converted
method and the dilutive effects of options, warrants and their
equivalents (including fixed awards and nonvested stock issued
under stock-based compensation plans) are computed using the
treasury stock method.
Dilutive EPS excludes anti-dilutive options where the exercise
price was higher than the average market price of our common
stock and options for which requirements for vesting were not
satisfied. Such options totaled 3,754,458 in 2007, 2,250,227 in
2006 and 1,026,777 in 2005. Outstanding Common Units have also
been excluded from the diluted earnings per share calculation
because there would be no effect on EPS as the minority
interests share of income would also be added back to net
income. Finally, the exchangeable senior notes that were issued
in April 2007 (Note 6) are also excluded from EPS
because the conditions for exchange were not satisfied as of
December 31, 2007.
Information related to our EPS calculations is summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
(In thousands)
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
287,954
|
|
|
$
|
287,954
|
|
|
$
|
60,096
|
|
|
$
|
60,096
|
|
|
$
|
63,867
|
|
|
$
|
63,867
|
|
Discontinued operations, net of minority interests
|
|
|
|
|
|
|
|
|
|
|
(823
|
)
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
11,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
287,954
|
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
$
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
basic
|
|
|
243,992
|
|
|
|
243,992
|
|
|
|
241,222
|
|
|
|
241,222
|
|
|
|
237,673
|
|
|
|
237,673
|
|
Effect of dilutive securities stock options
|
|
|
|
|
|
|
546
|
|
|
|
|
|
|
|
832
|
|
|
|
|
|
|
|
796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
diluted
|
|
|
243,992
|
|
|
|
244,538
|
|
|
|
241,222
|
|
|
|
242,054
|
|
|
|
237,673
|
|
|
|
238,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Financial Instruments
We use derivative financial instruments to reduce risk
associated with movements in interest rates. We may choose or be
required by lenders to reduce cash flow and earnings volatility
associated with interest rate risk exposure on
F-16
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
variable-rate borrowings
and/or
forecasted fixed-rate borrowings by entering into interest rate
swaps or interest rate caps. We do not use derivative financial
instruments for speculative purposes.
Under interest rate cap agreements, we make initial premium
payments to the counterparties in exchange for the right to
receive payments from them if interest rates exceed specified
levels during the agreement period. Under interest rate swap
agreements, we and the counterparties agree to exchange the
difference between fixed-rate and variable-rate interest amounts
calculated by reference to specified notional principal amounts
during the agreement period. Notional principal amounts are used
to express the volume of these transactions, but the cash
requirements and amounts subject to credit risk are
substantially less.
Parties to interest rate exchange agreements are subject to
market risk for changes in interest rates and risk of credit
loss in the event of nonperformance by the counterparty. We do
not require any collateral under these agreements, but deal only
with highly-rated financial institution counterparties (which,
in certain cases, are also the lenders on the related debt) and
expect that all counterparties will meet their obligations.
All of our interest rate swap and other derivative financial
instruments qualify as cash flow hedges and hedge our exposure
to forecasted interest payments on variable-rate LIBOR-based
debt. Accordingly, the effective portion of the
instruments gains or losses is reported as a component of
other comprehensive income and reclassified into earnings when
the related forecasted transactions affect earnings. If we
discontinue a cash flow hedge because it is no longer probable
that the original forecasted transaction will occur, or if a
hedge is deemed no longer effective, the net gain or loss in
accumulated other comprehensive income (loss) is immediately
reclassified into earnings.
We have not recognized any losses as a result of hedge
discontinuance and the expense that we recognized related to
changes in the time value of interest rate cap agreements and
ineffective hedges were insignificant for 2007, 2006 and 2005.
Amounts receivable or payable under interest rate cap and swap
agreements are accounted for as adjustments to interest expense
on the related debt.
Fair
Value of Financial Instruments
The fair values of our financial instruments approximate their
carrying value in our financial statements except for debt. We
estimated the fair value of our debt based on quoted market
prices for publicly-traded debt and on the discounted estimated
future cash payments to be made for other debt. The discount
rates used approximate current lending rates for loans or groups
of loans with similar maturities and credit quality, assume the
debt is outstanding through maturity and consider the
debts collateral (if applicable). We have utilized market
information as available or present value techniques to estimate
the amounts required to be disclosed. Since such amounts are
estimates, there can be no assurance that the disclosed value of
any financial instrument could be realized by immediate
settlement of the instrument.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
|
(In millions)
|
|
|
Fixed-rate debt
|
|
$
|
20,840
|
|
|
$
|
20,596
|
|
|
$
|
17,018
|
|
|
$
|
16,854
|
|
Variable-rate debt
|
|
|
3,442
|
|
|
|
3,361
|
|
|
|
3,504
|
|
|
|
3,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,282
|
|
|
$
|
23,957
|
|
|
$
|
20,522
|
|
|
$
|
20,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Based Compensation Expense
On January 1, 2006, we adopted Statement of Financial
Accounting Standards (SFAS) No. 123 (revised
2004), Share Based Payment,
(SFAS 123(R)). SFAS 123(R) requires
companies to estimate the fair value of share based
payment awards on the date of grant using an option
pricing model. The value of the portion of
F-17
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in the Consolidated
Statements of Income and Comprehensive Income. SFAS 123(R)
replaces SFAS No. 123, Accounting for
Stock Based Compensation
(SFAS 123) which we adopted in the second
quarter of 2002. In March 2005, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 107
(SAB 107) relating to SFAS 123(R). We have
applied the provisions of SAB 107 in our adoption of
SFAS 123(R).
We adopted SFAS 123(R) using the modified prospective
transition method, which requires the application of the
accounting standard as of January 1, 2006. Our Consolidated
Financial Statements as of and for the years ended
December 31, 2007 and 2006 reflect the impact of
SFAS 123(R). In accordance with the modified prospective
transition method, our Consolidated Financial Statements for
prior periods have not been restated to reflect, and do not
include, the impact of SFAS 123(R). Because we had
previously adopted SFAS 123, the impact of the adoption of
SFAS 123(R) was not significant to our Consolidated
Financial Statements. SFAS 123(R) requires forfeitures to
be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those
estimates. Under SFAS 123, we did not estimate forfeitures
for options issued pursuant to our Incentive Stock Plans. The
cumulative effect of estimating forfeitures for these plans
decreased compensation expense by approximately $128 thousand
for the year ended December 31, 2007 and $150 thousand for
the year ended December 31, 2006 and has been reflected in
our Consolidated Statements of Income and Comprehensive Income.
Prior to the adoption of SFAS 123 in the second quarter of
2002, we accounted for stock based awards using the
intrinsic value method in accordance with APB 25 as allowed
under SFAS 123. Under the intrinsic value method,
compensation cost is recognized for common stock awards or stock
options only if the quoted market price of the stock as of the
grant date (or other measurement date, if later) is greater than
the amount the grantee must pay to acquire the stock. Because
the exercise price of stock options and the fair value of
restricted stock grants equaled the fair market value of the
underlying stock at the date of grant, no compensation expense
related to grants issued under the 1993 Stock Incentive Plan was
recognized. As a result of the cash settlement option available
for threshold vesting stock options
(TSOs) issued prior to 2004, compensation expense
equal to the change in the market price of our stock at the end
of each reporting period continues to be recognized for all such
unexercised TSOs.
On November 10, 2005, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position
No. 123(R)-3 Transition Election Related to
Accounting for Tax Effects of Share Based Payment
Awards. The transition methods include procedures to
establish the beginning balance of the additional
paid in capital pool (APIC pool) related
to the tax effects of employee stock based
compensation, and to determine the subsequent impact on the APIC
pool and Consolidated Statements of Cash Flows of the tax
effects of employee stock based compensation awards
that are outstanding upon adoption of SFAS 123(R). We have
adopted the transition guidance in SFAS 123(R) and not the
alternative method described in this FASB staff position.
Foreign
Currency Translation
The functional currencies for our international joint ventures
are their local currencies. Assets, liabilities of these
investments are translated at the rate of exchange in effect on
the balance sheet date and operations are translated at the
average exchange for the period. Translation adjustments
resulting from this process are accumulated in
stockholders equity as a component of accumulated other
comprehensive income (loss).
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. For example, significant estimates and assumptions have
been made with respect to useful lives of assets, capitalization
of development and leasing costs, provision for income taxes,
recoverable amounts of receivables and deferred taxes, initial
valuations and
F-18
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
related amortization periods of deferred costs and intangibles,
particularly with respect to acquisitions, and cost ratios and
completion percentages used for land sales. Actual results could
differ from these and other estimates.
Reclassifications
and Corrections
Certain amounts in the 2006 and 2005 Consolidated Financial
Statements have been reclassified to conform to the current year
presentation.
|
|
Note 3
|
Acquisitions
and Intangibles
|
GGP/Homart
I Acquisition
On July 6, 2007, we acquired the fifty percent interest
owned by New York State Common Retirement Fund
(NYSCRF) in the GGP/Homart I portfolio (described
below). This acquisition was the result of an election by NYSCRF
to exercise its exchange right, in accordance with the
GGP/Homart I Stockholders Agreement, with respect to its
ownership in GGP/Homart I (the Homart I
acquisition). The acquisition price for NYSCRFs
ownership interest was approximately $1.20 billion in cash
(including deferred amounts) and the assumption of approximately
$1.04 billion of existing mortgage debt (at fair value)
representing NYSCRFs share of the total mortgage debt of
GGP/Homart I. The cash purchase price was primarily funded by a
$750 million bank loan which, including amortization of the
fees, bears interest at LIBOR plus 140 basis points and by
an agreement to pay NYSCRF $254 million pursuant to a five
year interest-only note. The note arose out of the January 2008
settlement of NYSCRFs arbitration claims relating to,
among other things, the method used to compute the total
purchase price payable to NYSCRF for the exchange. The note is
secured by our ownership interest in GGP/Homart II (another
joint venture owned on a
50
/
50
basis with NYSCRF) and bears interest at changing rates
(initially, approximately 5.6% per annum) computed according to
a formula based on mortgage loans to be obtained on, and secured
by, three specified properties owned by GGP/Homart II. After
setting aside certain monies relating to future development and
expansion expenses for various GGP/Homart II properties,
the note requires that we make principal payments to NYSCRF to
the extent we receive distributions of any excess proceeds (as
defined in the note) from GGP/Homart II attributable to
such three mortgage loans.
As a result of this transaction, we own 100% of the GGP/Homart I
portfolio and subsequently have consolidated the respective
operations from the acquisition date. The properties in the
GGP/Homart I portfolio include: Arrowhead Towne Center (a 33.3%
unconsolidated interest), Bay City Mall, Brass Mill Center and
Commons, Chula Vista Center, Columbiana Centre, Deerbrook Mall,
Lakeland Square Mall, Moreno Valley Mall, Neshaminy Mall (a 50%
unconsolidated interest), Newgate Mall, Newpark Mall, North
Point Mall, The Parks at Arlington, Pembroke Lakes Mall, The
Shoppes at Buckland Hills, Steeplegate Mall, Superstition
Springs Center (a 33.3% unconsolidated interest), Tysons
Galleria, Vista Ridge Mall, Washington Park Mall, West Oaks
Mall, The Woodlands Mall and a parcel of land at East Mesa.
The aggregate purchase price was as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Cash paid
|
|
$
|
949,090
|
|
Debt assumed
|
|
|
1,055,057
|
|
Acquisition and other costs, including deferred purchase price
obligation
|
|
|
254,677
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
2,258,824
|
|
|
|
|
|
|
The following table summarizes the allocation of the purchase
price to the net assets acquired at the date of acquisition (see
also Note 17 Pro Forma Financial Information).
These allocations were based on the relative fair values of the
assets acquired and liabilities assumed. Because these fair
values were based on currently available
F-19
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
information and assumptions and estimates that we believe are
reasonable at this time, they are subject to reallocation as
additional information, particularly with respect to liabilities
assumed, becomes available.
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
250,194
|
|
Buildings and equipment
|
|
|
|
|
|
|
1,660,372
|
|
In-place lease value
|
|
|
|
|
|
|
44,309
|
|
Developments in progress
|
|
|
|
|
|
|
8,477
|
|
Investment in and loans to/from Unconsolidated Real Estate
Affiliates
|
|
|
|
|
|
|
137,973
|
|
Cash
|
|
|
|
|
|
|
11,240
|
|
Tenant accounts receivable
|
|
|
|
|
|
|
5,156
|
|
Prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
Above-market tenant leases
|
|
|
43,782
|
|
|
|
|
|
Other
|
|
|
178,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Prepaid expenses and other assets
|
|
|
|
|
|
|
221,803
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
2,339,524
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
31,396
|
|
Debt mark-to-market adjustments
|
|
|
|
|
|
|
(12,883
|
)
|
Below-market tenant leases
|
|
|
|
|
|
|
62,188
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
80,701
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets Acquired
|
|
|
|
|
|
$
|
2,258,824
|
|
|
|
|
|
|
|
|
|
|
F-20
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Intangible
Assets and Liabilities
The following table summarizes our intangible assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross Asset
|
|
|
(Amortization)/
|
|
|
|
|
|
|
(Liability)
|
|
|
Accretion
|
|
|
Net Carrying Amount
|
|
|
|
(In thousands)
|
|
|
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
In-place value
|
|
$
|
679,329
|
|
|
$
|
(361,172
|
)
|
|
$
|
318,157
|
|
Above-market
|
|
|
148,057
|
|
|
|
(72,772
|
)
|
|
|
75,285
|
|
Below-market
|
|
|
(324,088
|
)
|
|
|
196,447
|
|
|
|
(127,641
|
)
|
Ground leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-market
|
|
|
(16,968
|
)
|
|
|
1,479
|
|
|
|
(15,489
|
)
|
Below-market
|
|
|
293,435
|
|
|
|
(19,590
|
)
|
|
|
273,845
|
|
Real estate tax stabilization agreement
|
|
|
91,879
|
|
|
|
(12,425
|
)
|
|
|
79,454
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
In-place value
|
|
$
|
667,492
|
|
|
$
|
(314,270
|
)
|
|
$
|
353,222
|
|
Above-market
|
|
|
107,157
|
|
|
|
(53,176
|
)
|
|
|
53,981
|
|
Below-market
|
|
|
(294,052
|
)
|
|
|
176,089
|
|
|
|
(117,963
|
)
|
Ground leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-market
|
|
|
(16,968
|
)
|
|
|
1,007
|
|
|
|
(15,961
|
)
|
Below-market
|
|
|
293,435
|
|
|
|
(12,919
|
)
|
|
|
280,516
|
|
Real estate tax stabilization agreement
|
|
|
91,879
|
|
|
|
(8,501
|
)
|
|
|
83,378
|
|
Changes in gross asset (liability) balances in 2007 are the
result of the Homart I acquisition, the acquisition of the
minority interest in two consolidated joint ventures and our
policy of writing off fully amortized intangible assets.
The gross asset balances of the in-place value of tenant leases
are included in Buildings and equipment in our Consolidated
Balance Sheets. The above-market and below-market tenant and
ground leases as well as the real estate tax stabilization
agreement intangible asset are included in Prepaid expenses and
other assets and Accounts payable and accrued expenses as
detailed in Note 11.
Amortization/accretion of these intangible assets and
liabilities, and similar assets and liabilities from our
Unconsolidated Real Estate Affiliates at our share, decreased
our income (excluding the impact of minority interest and the
provision for income taxes) by approximately $62.5 million
in 2007, $118.2 million in 2006 and $157.5 million in
2005.
Future amortization, including our share of such items from
Unconsolidated Real Estate Affiliates, is estimated to decrease
income (excluding the impact of minority interest and the
provision for income taxes) by approximately $65 million in
2008, $70 million in 2009, $60 million in 2010,
$50 million in 2011, and $40 million in 2012.
|
|
Note 4
|
Discontinued
Operations and Gains (Losses) on Dispositions of Interests in
Operating Properties
|
In December 2005, our Board of Directors approved two separate
plans to dispose of certain office/industrial properties
originally acquired in the TRCLP merger in 2004. The plans
included 21 office properties which were sold at a total sale
price of approximately $125 million and 16 industrial
buildings which were sold at a total sale price of approximately
$57 million. All of the properties were located in Hunt
Valley and Woodlawn, Baltimore,
F-21
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Maryland. The sales closed in December 2005. As a result of the
dispositions, we recognized a loss of approximately
$1.3 million in 2006 and a gain of approximately
$6.2 million in 2005, both before minority interest.
Pursuant to SFAS No. 144, the operations of these
properties (net of minority interests) have been reported as
discontinued operations in the accompanying consolidated
financial statements. Revenues and income before minority
interest for these TRCLP office/industrial properties for the
year ended December 31, 2005 was $24.3 million and
$8.1 million, respectively.
|
|
Note 5
|
Unconsolidated
Real Estate Affiliates
|
The Unconsolidated Real Estate Affiliates include our
non-controlling investments in real estate joint ventures.
Generally, we share in the profits and losses, cash flows and
other matters relating to our investments in Unconsolidated Real
Estate Affiliates in accordance with our respective ownership
percentages. We manage most of the properties owned by these
joint ventures. Some of the joint ventures have elected to be
taxed as REITs. We account for these joint ventures using the
equity method because we have joint interest and control of
these ventures with our venture partners and they have
substantive participating rights in such ventures. For financial
reporting purposes, each of these joint ventures is considered
an individually significant Unconsolidated Real Estate Affiliate.
In certain circumstances, we have debt obligations in excess of
our pro rata share of the debt of our Unconsolidated Real Estate
Affiliates (Retained Debt). This Retained Debt
represents distributed debt proceeds of the Unconsolidated Real
Estate Affiliates in excess of our pro rata share of the
non-recourse mortgage indebtedness of such Unconsolidated Real
Estate Affiliates. The proceeds of the Retained Debt which are
distributed to us are included as a reduction in our investment
in Unconsolidated Real Estate Affiliates. In the event that the
Unconsolidated Real Estate Affiliates do not generate sufficient
cash flow to pay debt service, by agreement with our partners,
our distributions may be reduced or we may be required to
contribute funds in an amount equal to the debt service on
Retained Debt. Such Retained Debt totaled $163.3 million as
of December 31, 2007 and $170.1 million as of
December 31, 2006, and has been reflected as a reduction in
our investment in Unconsolidated Real Estate Affiliates. In
other circumstances, the Company, in connection with the debt
obligations of certain Unconsolidated Real Estate Affiliates,
has agreed to provide supplemental guarantees or master-lease
commitments to provide to the debt holders additional
credit-enhancement or security. We currently do not expect to be
required to perform pursuant to any of such supplemental
credit-enhancement provisions for our Unconsolidated Real Estate
Affiliates.
The significant accounting policies used by the Unconsolidated
Real Estate Affiliates are the same as ours.
Condensed
Combined Financial Information of Unconsolidated Real Estate
Affiliates
Following is summarized financial information for our
Unconsolidated Real Estate Affiliates as of December 31,
2007 and 2006 and for the years ended December 31, 2007,
2006 and 2005. Certain 2006 and 2005 amounts have been
reclassified to conform to the 2007 presentation.
F-22
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Condensed Combined Balance Sheets Unconsolidated
Real Estate Affiliates
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
917,244
|
|
|
$
|
988,018
|
|
Buildings and equipment
|
|
|
7,136,053
|
|
|
|
8,158,030
|
|
Less accumulated depreciation
|
|
|
(1,361,649
|
)
|
|
|
(1,590,812
|
)
|
Developments in progress
|
|
|
645,156
|
|
|
|
551,464
|
|
|
|
|
|
|
|
|
|
|
Net property and equipment
|
|
|
7,336,804
|
|
|
|
8,106,700
|
|
Investment in unconsolidated joint ventures
|
|
|
|
|
|
|
45,863
|
|
Investment land and land held for development and sale
|
|
|
287,962
|
|
|
|
290,273
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
7,624,766
|
|
|
|
8,442,836
|
|
Cash and cash equivalents
|
|
|
224,048
|
|
|
|
180,203
|
|
Accounts and notes receivable, net
|
|
|
133,747
|
|
|
|
165,049
|
|
Deferred expenses, net
|
|
|
166,201
|
|
|
|
155,051
|
|
Prepaid expenses and other assets
|
|
|
445,113
|
|
|
|
470,885
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
8,593,875
|
|
|
$
|
9,414,024
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
6,215,426
|
|
|
$
|
7,752,889
|
|
Accounts payable and accrued expenses
|
|
|
715,519
|
|
|
|
558,974
|
|
Owners equity
|
|
|
1,662,930
|
|
|
|
1,102,161
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
8,593,875
|
|
|
$
|
9,414,024
|
|
|
|
|
|
|
|
|
|
|
Investment In and Loans To/From Unconsolidated Real Estate
Affiliates, Net
|
|
|
|
|
|
|
|
|
Owners equity
|
|
$
|
1,662,930
|
|
|
$
|
1,102,161
|
|
Less joint venture partners equity
|
|
|
(853,459
|
)
|
|
|
(600,412
|
)
|
Capital or basis differences and loans
|
|
|
993,895
|
|
|
|
824,866
|
|
|
|
|
|
|
|
|
|
|
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
|
$
|
1,803,366
|
|
|
$
|
1,326,615
|
|
|
|
|
|
|
|
|
|
|
Reconciliation Investment In and Loans To/From
Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
Asset Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
|
$
|
1,857,330
|
|
|
$
|
1,499,036
|
|
Liability Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
|
|
(53,964
|
)
|
|
|
(172,421
|
)
|
|
|
|
|
|
|
|
|
|
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
|
$
|
1,803,366
|
|
|
$
|
1,326,615
|
|
|
|
|
|
|
|
|
|
|
F-23
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Condensed Combined Statements of Income
Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
829,356
|
|
|
$
|
864,368
|
|
|
$
|
795,185
|
|
Tenant recoveries
|
|
|
358,941
|
|
|
|
378,413
|
|
|
|
365,325
|
|
Overage rents
|
|
|
25,314
|
|
|
|
31,889
|
|
|
|
28,592
|
|
Land sales
|
|
|
161,938
|
|
|
|
162,790
|
|
|
|
158,181
|
|
Management and other fees
|
|
|
41,538
|
|
|
|
15,712
|
|
|
|
|
|
Other
|
|
|
156,822
|
|
|
|
164,019
|
|
|
|
126,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,573,909
|
|
|
|
1,617,191
|
|
|
|
1,473,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
104,523
|
|
|
|
119,426
|
|
|
|
112,225
|
|
Repairs and maintenance
|
|
|
84,840
|
|
|
|
88,243
|
|
|
|
87,816
|
|
Marketing
|
|
|
25,275
|
|
|
|
26,485
|
|
|
|
29,561
|
|
Other property operating costs
|
|
|
293,568
|
|
|
|
311,267
|
|
|
|
239,194
|
|
Land sales operations
|
|
|
91,539
|
|
|
|
103,519
|
|
|
|
89,561
|
|
Provision for doubtful accounts
|
|
|
4,185
|
|
|
|
1,494
|
|
|
|
10,182
|
|
Property management and other costs
|
|
|
94,268
|
|
|
|
77,290
|
|
|
|
59,548
|
|
General and administrative
|
|
|
19,013
|
|
|
|
7,947
|
|
|
|
2,684
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
259,015
|
|
|
|
269,327
|
|
|
|
257,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,065,451
|
|
|
|
1,004,998
|
|
|
|
887,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
508,458
|
|
|
|
612,193
|
|
|
|
585,428
|
|
Interest income
|
|
|
26,334
|
|
|
|
30,498
|
|
|
|
14,432
|
|
Interest expense
|
|
|
(355,917
|
)
|
|
|
(361,114
|
)
|
|
|
(304,368
|
)
|
Provision for income taxes
|
|
|
(9,263
|
)
|
|
|
(1,274
|
)
|
|
|
(1,157
|
)
|
Minority interest
|
|
|
(163
|
)
|
|
|
(588
|
)
|
|
|
|
|
Equity in income of unconsolidated joint ventures
|
|
|
3,389
|
|
|
|
6,509
|
|
|
|
5,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
172,838
|
|
|
|
286,224
|
|
|
|
299,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, including gain on dispositions
|
|
|
106,016
|
|
|
|
18,115
|
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
278,854
|
|
|
$
|
304,339
|
|
|
$
|
300,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity In Income of Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
278,854
|
|
|
$
|
304,339
|
|
|
$
|
300,157
|
|
Joint venture partners share of income
|
|
|
(187,672
|
)
|
|
|
(160,099
|
)
|
|
|
(157,756
|
)
|
Amortization of capital or basis differences
|
|
|
(19,019
|
)
|
|
|
(22,083
|
)
|
|
|
(20,844
|
)
|
Special allocation of litigation provision to GGPLP
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Elimination of Unconsolidated Real Estate Affiliates loan
interest
|
|
|
(2,987
|
)
|
|
|
(7,916
|
)
|
|
|
(571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income Unconsolidated Real Estate Affiliates
|
|
$
|
158,401
|
|
|
$
|
114,241
|
|
|
$
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-24
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Condensed
Financial Information of Individually Significant Unconsolidated
Real Estate Affiliates
The following is summarized financial information for certain
individually significant Unconsolidated Real Estate Affiliates
as of December 31, 2007 and 2006 and for the years ended
December 31, 2007, 2006 and 2005. Our investment in such
affiliates varies from a strict ownership percentage due to
capital or basis differences or loans and related amortization.
GGP/Homart
II
We own 50% of the membership interest of GGP/Homart II
L.L.C. (GGP/Homart II), a limited liability company.
The remaining 50% interest in GGP/Homart II is owned by
NYSCRF. GGP Homart II owns 11 retail properties and one
office building. Certain 2006 and 2005 amounts have been
reclassified to conform to the 2007 presentation.
|
|
|
|
|
|
|
|
|
|
|
GGP/Homart II
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
248,094
|
|
|
$
|
224,158
|
|
Buildings and equipment
|
|
|
2,654,780
|
|
|
|
2,261,123
|
|
Less accumulated depreciation
|
|
|
(400,078
|
)
|
|
|
(326,340
|
)
|
Developments in progress
|
|
|
108,078
|
|
|
|
286,396
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
2,610,874
|
|
|
|
2,445,337
|
|
Cash and cash equivalents
|
|
|
30,851
|
|
|
|
6,289
|
|
Accounts receivable, net
|
|
|
40,319
|
|
|
|
35,506
|
|
Deferred expenses, net
|
|
|
76,297
|
|
|
|
58,712
|
|
Prepaid expenses and other assets
|
|
|
39,032
|
|
|
|
36,656
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,797,373
|
|
|
$
|
2,582,500
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
2,110,947
|
|
|
$
|
2,284,763
|
|
Accounts payable and accrued expenses
|
|
|
237,688
|
|
|
|
146,781
|
|
Owners equity
|
|
|
448,738
|
|
|
|
150,956
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
2,797,373
|
|
|
$
|
2,582,500
|
|
|
|
|
|
|
|
|
|
|
F-25
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP/Homart II
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
230,420
|
|
|
$
|
205,835
|
|
|
$
|
194,938
|
|
Tenant recoveries
|
|
|
103,265
|
|
|
|
94,298
|
|
|
|
92,862
|
|
Overage rents
|
|
|
7,008
|
|
|
|
5,935
|
|
|
|
6,432
|
|
Other
|
|
|
10,028
|
|
|
|
9,057
|
|
|
|
8,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
350,721
|
|
|
|
315,125
|
|
|
|
302,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
29,615
|
|
|
|
29,883
|
|
|
|
27,132
|
|
Repairs and maintenance
|
|
|
23,100
|
|
|
|
19,362
|
|
|
|
19,671
|
|
Marketing
|
|
|
8,332
|
|
|
|
7,583
|
|
|
|
8,726
|
|
Other property operating costs
|
|
|
41,099
|
|
|
|
37,776
|
|
|
|
29,490
|
|
Provision for (recovery of) doubtful accounts
|
|
|
1,315
|
|
|
|
(47
|
)
|
|
|
3,125
|
|
Property management and other costs
|
|
|
22,279
|
|
|
|
19,469
|
|
|
|
17,468
|
|
General and administrative
|
|
|
11,777
|
|
|
|
7,137
|
|
|
|
2,005
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
81,241
|
|
|
|
66,024
|
|
|
|
61,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
307,983
|
|
|
|
187,187
|
|
|
|
169,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
42,738
|
|
|
|
127,938
|
|
|
|
133,235
|
|
Interest income
|
|
|
7,871
|
|
|
|
8,840
|
|
|
|
7,358
|
|
Interest expense
|
|
|
(109,209
|
)
|
|
|
(91,240
|
)
|
|
|
(77,285
|
)
|
Income allocated to minority interests
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
(Provision for) benefit from income taxes
|
|
|
(2,202
|
)
|
|
|
(69
|
)
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(60,828
|
)
|
|
$
|
45,469
|
|
|
$
|
63,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-26
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP/Homart II
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(60,828
|
)
|
|
$
|
45,469
|
|
|
$
|
63,372
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
81,241
|
|
|
|
66,024
|
|
|
|
61,923
|
|
Amortization of deferred financing costs
|
|
|
460
|
|
|
|
1,014
|
|
|
|
3,172
|
|
Straight-line rent amortization
|
|
|
(4,929
|
)
|
|
|
(3,824
|
)
|
|
|
(3,244
|
)
|
Amortization of intangibles other than in-place leases
|
|
|
(2,306
|
)
|
|
|
(3,542
|
)
|
|
|
(3,542
|
)
|
Net changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable and other assets, net
|
|
|
3,354
|
|
|
|
(39
|
)
|
|
|
5,203
|
|
Deferred expenses
|
|
|
(22,132
|
)
|
|
|
(5,773
|
)
|
|
|
(3,288
|
)
|
Accounts payable and accrued expenses
|
|
|
111,954
|
|
|
|
2,527
|
|
|
|
(7,884
|
)
|
Other, net
|
|
|
(4,867
|
)
|
|
|
(2,829
|
)
|
|
|
1,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
101,947
|
|
|
|
99,027
|
|
|
|
117,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/development of real estate and property
additions/improvements
|
|
|
(267,899
|
)
|
|
|
(351,849
|
)
|
|
|
(123,261
|
)
|
Proceeds from sales of investment properties
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(266,550
|
)
|
|
|
(351,849
|
)
|
|
|
(123,261
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of mortgages, notes and loans payable
|
|
|
|
|
|
|
810,000
|
|
|
|
703,000
|
|
Principal payments on mortgage notes, notes and loans payable
|
|
|
(24,316
|
)
|
|
|
(341,716
|
)
|
|
|
(336,334
|
)
|
Notes (receivable) payable from affiliate
|
|
|
(149,500
|
)
|
|
|
224,500
|
|
|
|
(114,393
|
)
|
Deferred financing costs
|
|
|
(17
|
)
|
|
|
(892
|
)
|
|
|
(518
|
)
|
Contributions (distributions) and receivables from members, net
|
|
|
362,998
|
|
|
|
(488,320
|
)
|
|
|
(215,454
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
189,165
|
|
|
|
203,572
|
|
|
|
36,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
24,562
|
|
|
|
(49,250
|
)
|
|
|
30,721
|
|
Cash and cash equivalents at the beginning of period
|
|
|
6,289
|
|
|
|
55,539
|
|
|
|
24,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of period
|
|
$
|
30,851
|
|
|
$
|
6,289
|
|
|
$
|
55,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of amounts capitalized
|
|
$
|
122,818
|
|
|
$
|
99,034
|
|
|
$
|
74,033
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued capital expenditures included in accounts payable and
accrued expenses
|
|
$
|
67,497
|
|
|
$
|
91,380
|
|
|
$
|
32,391
|
|
Write-off of fully amortized below-market leases, net
|
|
|
2,306
|
|
|
|
|
|
|
|
|
|
F-27
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In February, 2004, Caruso Affiliated Holdings, LLC
(Caruso or plaintiff) commenced a
lawsuit involving GGP and GGP/Homart II (collectively, the
parties) in the Los Angeles Superior Court (the
Court) alleging violations of the California
antitrust law and unfair competition laws and interference with
prospective economic advantage. At trial, which commenced on
October 1, 2007, the California antitrust law and unfair
competition claims were dismissed. Trial proceeded with respect
to the allegation that the parties had interfered with the
plaintiffs relationship with a then-prospective tenant for
its lifestyle development which is adjacent to Glendale
Galleria, a property located in Los Angeles owned by GGP/Homart
II. Judgment of compensatory damages in the amount of
approximately $74.2 million and punitive damages in the
amount of $15 million were entered against the parties on
December 21, 2007. Interest at the statutory rate of 10%
will accrue from that date. The parties filed a motion for
judgment notwithstanding the verdict and a motion for a new
trial or remittitur which were denied by the Court on
February 20, 2008. The parties will appeal the judgment and
expect that they will post an appellate bond in approximately
mid-to-late March for an amount equal to 150% of the judgment
(excluding interest).
The judgment amount and the related interest have been recorded
by GGP/Homart II. However, the GGP/Homart II Operating
Agreement gives NYSCRF (the non-managing member of GGP/Homart
II) rights to indemnification from the Company under
certain circumstances. Although such rights could be asserted by
NYSCRF, at this time we are not aware of any formal action taken
by NYSCRF regarding these rights. However, the Company and
NYSCRF have entered into a tolling agreement (essentially, a
standstill agreement) relating to such rights. If the indemnity
is applicable and enforceable, the Company may have the
obligation to pay the damage award. In this event, management of
the Company has determined that the Company would likely pay
directly, or reimburse GGP/Homart II, for 100% of any payments
and costs. Accordingly, the Company has reflected, as provision
for litigation and in other general and administrative costs and
interest expense, as applicable, 100% of the judgment and
certain related costs, rather than reflect such 50% share of
such costs in its equity in earnings of GGP/Homart II.
F-28
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
GGP/Teachers
We own 50% of the membership interest in GGP- TRS L.L.C.
(GGP/Teachers), a limited liability company. The
remaining 50% interest in GGP/Teachers is owned by the
Teachers Retirement System of the State of Illinois.
GGP/Teachers owns six retail properties. Certain 2006 and 2005
amounts have been reclassified to conform to the 2007
presentation.
|
|
|
|
|
|
|
|
|
|
|
GGP/Teachers
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
177,356
|
|
|
$
|
176,761
|
|
Buildings and equipment
|
|
|
1,039,444
|
|
|
|
908,786
|
|
Less accumulated depreciation
|
|
|
(112,998
|
)
|
|
|
(89,323
|
)
|
Developments in progress
|
|
|
65,135
|
|
|
|
76,991
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
1,168,937
|
|
|
|
1,073,215
|
|
Cash and cash equivalents
|
|
|
20,423
|
|
|
|
19,029
|
|
Accounts receivable, net
|
|
|
13,055
|
|
|
|
11,347
|
|
Deferred expenses, net
|
|
|
21,242
|
|
|
|
15,280
|
|
Prepaid expenses and other assets
|
|
|
11,138
|
|
|
|
13,980
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,234,795
|
|
|
$
|
1,132,851
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
1,029,788
|
|
|
$
|
933,375
|
|
Accounts payable and accrued expenses
|
|
|
92,993
|
|
|
|
88,188
|
|
Owners equity
|
|
|
112,014
|
|
|
|
111,288
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
1,234,795
|
|
|
$
|
1,132,851
|
|
|
|
|
|
|
|
|
|
|
F-29
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP/Teachers
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
111,810
|
|
|
$
|
106,422
|
|
|
$
|
87,014
|
|
Tenant recoveries
|
|
|
46,370
|
|
|
|
46,530
|
|
|
|
40,033
|
|
Overage rents
|
|
|
4,732
|
|
|
|
6,003
|
|
|
|
2,888
|
|
Other
|
|
|
3,737
|
|
|
|
2,753
|
|
|
|
2,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
166,649
|
|
|
|
161,708
|
|
|
|
132,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
10,817
|
|
|
|
11,549
|
|
|
|
11,130
|
|
Repairs and maintenance
|
|
|
9,073
|
|
|
|
8,298
|
|
|
|
7,405
|
|
Marketing
|
|
|
3,992
|
|
|
|
3,909
|
|
|
|
3,610
|
|
Other property operating costs
|
|
|
19,654
|
|
|
|
18,783
|
|
|
|
13,466
|
|
Provision for doubtful accounts
|
|
|
455
|
|
|
|
132
|
|
|
|
440
|
|
Property management and other costs
|
|
|
9,718
|
|
|
|
9,166
|
|
|
|
7,424
|
|
General and administrative
|
|
|
239
|
|
|
|
297
|
|
|
|
213
|
|
Depreciation and amortization
|
|
|
28,806
|
|
|
|
26,621
|
|
|
|
21,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
82,754
|
|
|
|
78,755
|
|
|
|
65,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
83,895
|
|
|
|
82,953
|
|
|
|
67,240
|
|
Interest income
|
|
|
702
|
|
|
|
914
|
|
|
|
723
|
|
Interest expense
|
|
|
(47,740
|
)
|
|
|
(44,262
|
)
|
|
|
(27,030
|
)
|
Provision for income taxes
|
|
|
(181
|
)
|
|
|
(485
|
)
|
|
|
(747
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
36,676
|
|
|
$
|
39,120
|
|
|
$
|
40,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-30
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP/Teachers
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
36,676
|
|
|
$
|
39,120
|
|
|
$
|
40,186
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
28,806
|
|
|
|
26,621
|
|
|
|
21,385
|
|
Amortization of deferred financing costs
|
|
|
1,294
|
|
|
|
1,468
|
|
|
|
3,205
|
|
Straight-line rent amortization
|
|
|
(2,797
|
)
|
|
|
(1,368
|
)
|
|
|
(1,415
|
)
|
Amortization of intangibles other than in-place leases
|
|
|
(17,595
|
)
|
|
|
(17,777
|
)
|
|
|
(11,926
|
)
|
Net changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable and other assets, net
|
|
|
3,119
|
|
|
|
(10,509
|
)
|
|
|
(1,029
|
)
|
Deferred expenses
|
|
|
(6,668
|
)
|
|
|
(2,855
|
)
|
|
|
(5,962
|
)
|
Accounts payable and accrued expenses
|
|
|
12,278
|
|
|
|
(2,336
|
)
|
|
|
3,169
|
|
Other, including gain on land exchange, net
|
|
|
343
|
|
|
|
395
|
|
|
|
994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
55,456
|
|
|
|
32,759
|
|
|
|
48,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/development of real estate and property
additions/improvements
|
|
|
(112,288
|
)
|
|
|
(64,590
|
)
|
|
|
(200,997
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(112,288
|
)
|
|
|
(64,590
|
)
|
|
|
(200,997
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of mortgages, notes and loans payable
|
|
|
200,000
|
|
|
|
250,000
|
|
|
|
598,000
|
|
Principal payments on mortgage notes, notes and loans payable
|
|
|
(103,587
|
)
|
|
|
(102,650
|
)
|
|
|
(278,556
|
)
|
Deferred financing costs
|
|
|
(2,234
|
)
|
|
|
(1,861
|
)
|
|
|
(2,683
|
)
|
Contributions (distributions) and receivables from members, net
|
|
|
(35,953
|
)
|
|
|
(112,908
|
)
|
|
|
(166,651
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
58,226
|
|
|
|
32,581
|
|
|
|
150,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
1,394
|
|
|
|
750
|
|
|
|
(2,280
|
)
|
Cash and cash equivalents at the beginning of period
|
|
|
19,029
|
|
|
|
18,279
|
|
|
|
20,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of period
|
|
$
|
20,423
|
|
|
$
|
19,029
|
|
|
$
|
18,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of amounts capitalized
|
|
$
|
51,818
|
|
|
$
|
44,001
|
|
|
$
|
23,245
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued capital expenditures included in accounts payable and
accrued expenses
|
|
$
|
3,227
|
|
|
$
|
79
|
|
|
$
|
6
|
|
Write-off of fully amortized below-market leases, net
|
|
|
2,422
|
|
|
|
|
|
|
|
|
|
F-31
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Woodlands
Land Development
We own 52.5% of the membership interest of The Woodlands Land
Development Company, L.P. (The Woodlands
Partnership), a limited liability partnership. The
remaining 47.5% interest in The Woodlands Partnership is owned
by Morgan Stanley Real Estate Fund II, L.P.
|
|
|
|
|
|
|
|
|
|
|
The Woodlands Partnership
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
14,756
|
|
|
$
|
13,828
|
|
Buildings and equipment
|
|
|
48,201
|
|
|
|
91,485
|
|
Less accumulated depreciation
|
|
|
(10,638
|
)
|
|
|
(19,271
|
)
|
Developments in progress
|
|
|
52,515
|
|
|
|
6,939
|
|
Investment land and land held for development and sale
|
|
|
287,962
|
|
|
|
290,273
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
392,796
|
|
|
|
383,254
|
|
Cash and cash equivalents
|
|
|
27,359
|
|
|
|
15,219
|
|
Deferred expenses, net
|
|
|
2,044
|
|
|
|
2,782
|
|
Prepaid expenses and other assets
|
|
|
85,331
|
|
|
|
97,978
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
507,530
|
|
|
$
|
499,233
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
286,765
|
|
|
$
|
321,724
|
|
Accounts payable and accrued expenses
|
|
|
75,549
|
|
|
|
58,805
|
|
Owners equity
|
|
|
145,216
|
|
|
|
118,704
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
507,530
|
|
|
$
|
499,233
|
|
|
|
|
|
|
|
|
|
|
F-32
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Woodlands Partnership
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
734
|
|
|
$
|
1,834
|
|
|
$
|
(9
|
)
|
Land sales
|
|
|
161,938
|
|
|
|
161,540
|
|
|
|
157,581
|
|
Other
|
|
|
34,750
|
|
|
|
34,244
|
|
|
|
31,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
197,422
|
|
|
|
197,618
|
|
|
|
189,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
131
|
|
|
|
453
|
|
|
|
|
|
Repairs and maintenance
|
|
|
257
|
|
|
|
311
|
|
|
|
|
|
Other property operating costs
|
|
|
39,162
|
|
|
|
32,207
|
|
|
|
33,083
|
|
Land sales operations
|
|
|
91,539
|
|
|
|
102,989
|
|
|
|
89,313
|
|
Depreciation and amortization
|
|
|
3,504
|
|
|
|
5,218
|
|
|
|
4,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
134,593
|
|
|
|
141,178
|
|
|
|
127,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
62,829
|
|
|
|
56,440
|
|
|
|
62,464
|
|
Interest income
|
|
|
676
|
|
|
|
332
|
|
|
|
224
|
|
Interest expense
|
|
|
(9,025
|
)
|
|
|
(6,434
|
)
|
|
|
(5,873
|
)
|
Provision for income taxes
|
|
|
(1,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
52,562
|
|
|
|
50,338
|
|
|
|
56,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, including gain on dispositions
|
|
|
94,556
|
|
|
|
16,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
147,118
|
|
|
$
|
66,885
|
|
|
$
|
56,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-33
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Woodlands Partnership
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
147,118
|
|
|
$
|
66,885
|
|
|
$
|
56,815
|
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
3,504
|
|
|
|
5,218
|
|
|
|
4,659
|
|
Land development and acquisitions expenditures
|
|
|
(65,851
|
)
|
|
|
(103,120
|
)
|
|
|
(54,425
|
)
|
Cost of land sales
|
|
|
68,162
|
|
|
|
71,773
|
|
|
|
60,413
|
|
Gain on dispositions
|
|
|
(94,556
|
)
|
|
|
(16,547
|
)
|
|
|
|
|
Net changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
12,647
|
|
|
|
(9,052
|
)
|
|
|
(18,179
|
)
|
Deferred expenses
|
|
|
738
|
|
|
|
(2,782
|
)
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
16,745
|
|
|
|
(25,470
|
)
|
|
|
(5,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
88,507
|
|
|
|
(13,095
|
)
|
|
|
43,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/development of real estate and property
additions/improvements
|
|
|
(67,624
|
)
|
|
|
(4,816
|
)
|
|
|
(19,222
|
)
|
Proceeds from dispositions
|
|
|
146,822
|
|
|
|
43,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
79,198
|
|
|
|
38,519
|
|
|
|
(19,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of mortgages, notes and loans payable
|
|
|
|
|
|
|
39,688
|
|
|
|
|
|
Principal payments on mortgages, notes and loans payable
|
|
|
(34,959
|
)
|
|
|
|
|
|
|
(4,770
|
)
|
Contributions (distributions) and receivables from owners, net
|
|
|
(120,606
|
)
|
|
|
(49,893
|
)
|
|
|
(21,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(155,565
|
)
|
|
|
(10,205
|
)
|
|
|
(26,633
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
12,140
|
|
|
|
15,219
|
|
|
|
(1,912
|
)
|
Cash and cash equivalents at the beginning of period
|
|
|
15,219
|
|
|
|
|
|
|
|
1,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of period
|
|
$
|
27,359
|
|
|
$
|
15,219
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, net of amounts capitalized
|
|
$
|
8,908
|
|
|
$
|
6,673
|
|
|
$
|
5,807
|
|
F-34
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 6
|
Mortgages,
Notes and Loans Payable
|
Mortgages, notes and loans payable are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
Commercial mortgage-backed securities
|
|
$
|
|
|
|
$
|
868,765
|
|
Other collateralized mortgages, notes and loans payable
|
|
|
16,943,760
|
|
|
|
13,762,381
|
|
Corporate and other unsecured term loans
|
|
|
3,895,922
|
|
|
|
2,386,334
|
|
|
|
|
|
|
|
|
|
|
Total fixed-rate debt
|
|
|
20,839,682
|
|
|
|
17,017,480
|
|
|
|
|
|
|
|
|
|
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
Other collateralized mortgages, notes and loans payable
|
|
|
819,607
|
|
|
|
388,287
|
|
Credit facilities
|
|
|
429,150
|
|
|
|
60,000
|
|
Corporate and other unsecured term loans
|
|
|
2,193,700
|
|
|
|
3,056,200
|
|
|
|
|
|
|
|
|
|
|
Total variable-rate debt
|
|
|
3,442,457
|
|
|
|
3,504,487
|
|
|
|
|
|
|
|
|
|
|
Total Mortgages, notes and loans payable
|
|
$
|
24,282,139
|
|
|
$
|
20,521,967
|
|
|
|
|
|
|
|
|
|
|
The weighted-average annual interest rate (including the effects
of swaps and excluding the effects of deferred finance costs) on
our mortgages, notes and loans payable was 5.55% at
December 31, 2007 and 5.70% at December 31, 2006. Our
mortgages, notes and loans payable have various maturities
through 2095. The weighted-average remaining term of our
mortgages, notes and loans payable was 4.05 years as of
December 31, 2007.
As of December 31, 2007, approximately $22.61 billion
of land, buildings and equipment and developments in progress
(before accumulated depreciation) have been pledged as
collateral for our mortgages, notes and loans payable.
Substantially all of the mortgage notes are non-recourse to us.
In addition, although certain mortgage loans contain guarantees
or other credit enhancement or security provisions for the
benefit of the note holder, we currently do not expect to be
required to perform with respect to such provisions. Certain
mortgage notes payable may be prepaid but are generally subject
to a prepayment penalty equal to a yield-maintenance premium or
a percentage of the loan balance. Certain properties, including
those within the portfolios collateralized by commercial
mortgage-backed securities, are subject to financial performance
covenants, primarily debt service coverage ratios. We believe we
are in compliance with all such covenants as of
December 31, 2007.
Exchangeable
Senior Notes
In April 2007, GGPLP completed the sale of $1.55 billion
aggregate principal amount of 3.98% Exchangeable Senior Notes
(the Notes) pursuant to Rule 144A under the
Securities Act of 1933.
Interest on the Notes is payable semi-annually in arrears on
April 15 and October 15 of each year, beginning October 15,
2007. The Notes will mature on April 15, 2027 unless
previously redeemed by GGPLP, repurchased by GGPLP or exchanged
in accordance with their terms prior to such date. Prior to
April 15, 2012, we will not have the right to redeem the
Notes, except to preserve our status as a REIT. On or after
April 15, 2012, we may redeem for cash all or part of the
Notes at any time, at 100% of the principal amount of the Notes,
plus accrued and unpaid interest, if any, to the redemption
date. On each of April 15, 2012, April 15, 2017 and
April 15, 2022, holders of the Notes may require us to
repurchase the Notes, in whole or in part, for cash equal to
100% of the principal amount of Notes to be repurchased, plus
accrued and unpaid interest.
The Notes are exchangeable for GGP common stock or a combination
of cash and common stock, at our option, upon the satisfaction
of certain conditions, including conditions relating to the
market price of our common stock,
F-35
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
the trading price of the Notes, the occurrence of certain
corporate events and transactions, a call for redemption of the
Notes and any failure by us to maintain a listing of our common
stock on a national securities exchange. We currently intend to
settle the principal amount of the Notes in cash and any premium
in cash, shares of our common stock or a combination of both.
The initial exchange rate for each $1,000 principal amount of
notes is approximately 11.27 shares of GGP common stock,
representing an exchange price of approximately $88.72 per share
and an exchange premium of 35%, which was based on the closing
price of our common stock on April 10, 2007. The initial
exchange rate is subject to adjustment under certain
circumstances, including potential increases in the exchange
rate resulting from increases in our dividends. We have
registered, for the benefit of the holders of the Notes, the GGP
common stock issuable upon the exchange of the Notes
(approximately 17.5 million shares) and agree to maintain
the effectiveness of such registration throughout the term of
the Notes. In the event of a registration default, we will
increase the applicable exchange rate by 3% (approximately
0.5 million shares) until we are no longer in default. As
we believe that the likelihood of making such exchange rate
adjustment is remote, no amounts reflecting a contingent
liability have been accrued.
Proceeds from the offering, net of related fees, were
approximately $1.52 billion and were used to repay
$850 million of corporate unsecured debt, repay
approximately $400 million on our revolving credit
facility, redeem $60 million of perpetual preferred units
and for other general corporate uses.
Commercial
Mortgage-Backed Securities
In November 1997, the Operating Partnership and GGP Ivanhoe I
completed the placement of fixed-rate non-recourse commercial
mortgage backed securities (the CMBS 13). The
commercial mortgage-backed securities had cross-default
provisions and were cross-collateralized. In general, the
cross-defaulted properties were under common ownership; however,
$138.6 million of unconsolidated debt at two Unconsolidated
Properties was cross-defaulted and cross-collateralized by
$868.8 million of consolidated debt at eleven Consolidated
Properties. The CMBS 13 was refinanced in November 2004 and
replaced at its November 2007 maturity with new, property
specific mortgage financing.
In December 2001, the Operating Partnership and certain
Unconsolidated Real Estate Affiliates completed the placement of
non-recourse commercial mortgage pass-through certificates (the
GGP MPTC). The principal amount of the GGP MPTC was
attributed to the Operating Partnership, GGP/Homart I,
GGP/Homart II, GGP Ivanhoe III and GGP Ivanhoe IV. The GGP
MPTC was repaid in the third quarter of 2006.
Other
Collateralized Mortgage Notes and Other Property Debt
Payable
Collateralized mortgage notes and other property debt payable
consist primarily of non-recourse notes collateralized by
individual properties and equipment. The fixed-rate
collateralized mortgage notes and other debt payable bear
interest ranging from 3.17% to 10.15%. The variable-rate
collateralized mortgage notes and other debt payable bear
interest at LIBOR (5.02% at December 31, 2007) plus
100 basis points.
Corporate
and Other Unsecured Term Loans
On July 6, 2007, we closed on a $750 million credit
facility (Senior Bridge Facility) that was used to partially
fund the Homart I acquisition. The facility is secured by
several mall and office properties and matures on July 6,
2008. As of December 31, 2007, the balance on the Senior
Bridge Facility was $722.2 million.
Under the terms of the Facility, we are subject to the same
customary affirmative and negative covenants as the 2006 Credit
Facility. The interest rate of the facility is LIBOR plus 1.25%.
On February 24, 2006, we amended the 2004 Credit Facility,
which was entered into to fund the TRC Merger, by entering into
a Second Amended and Restated Credit Agreement (the 2006
Credit Facility). The 2006 Credit
F-36
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Facility provides for a $2.85 billion term loan (the
Term Loan) and a $650 million revolving credit
facility. As of December 31, 2007, $220.9 million is
available to be drawn on the revolving credit facility.
The 2006 Credit Facility has a four year term, with a one year
extension option. The interest rate ranges from LIBOR plus 1.15%
to LIBOR plus 1.5%, depending on our leverage ratio and assuming
we maintain our election to have these loans designated as
Eurodollar loans. The interest rate, as of December 31,
2007, was LIBOR plus 1.25%. As of December 31, 2007 the
weighted average interest rate on the remaining corporate
unsecured fixed and variable rate debt and the revolving credit
facility was 5.97%.
Under the terms of the 2006 Credit Facility, we are subject to
customary affirmative and negative covenants. If a default
occurs, the lenders will have the option of declaring all
outstanding amounts immediately due and payable. Events of
default include a failure to maintain our REIT status under the
Internal Revenue Code, a failure to remain listed on the New
York Stock Exchange and such customary events as nonpayment of
principal, interest, fees or other amounts, breach of
representations and warranties, breach of covenant,
cross-default to other indebtedness and certain bankruptcy
events. We believe we are in compliance with all such covenants
as of December 31, 2007.
Concurrently with the 2006 Credit Facility transaction, we also
entered into a $1.4 billion term loan (the Short Term
Loan) and TRCLP entered into a $500 million term loan
(the Bridge Loan). The Short Term Loan was repaid in
August 2006 as part of various refinancing transactions
including the GGP MPTC. The Bridge Loan was fully repaid in May
2006 with a portion of the proceeds obtained from the sale of
$800 million of senior unsecured notes which were issued by
TRCLP. These notes provide for semi-annual, interest-only
payments at a rate of 6.75% and payment of the principal in full
on May 1, 2013.
Also concurrently with the 2006 Credit Facility transaction, GGP
Capital Trust I, a Delaware statutory trust (the
Trust) and a wholly-owned subsidiary of GGPLP,
completed a private placement of $200 million of trust
preferred securities (TRUPS). The Trust also issued
$6.2 million of Common Securities to GGPLP. The Trust used
the proceeds from the sale of the TRUPS and Common Securities to
purchase $206.2 million of floating rate Junior
Subordinated Notes of GGPLP due 2036. The TRUPS require
distributions equal to LIBOR plus 1.45%. Distributions are
cumulative and accrue from the date of original issuance. The
TRUPS mature on April 30, 2036, but may be redeemed
beginning on April 30, 2011 if the Trust exercises its
right to redeem a like amount of the Junior Subordinated Notes.
The Junior Subordinated Notes bear interest at LIBOR plus 1.45%.
Though the Trust is a wholly-owned subsidiary of GGPLP, we are
not the primary beneficiary of the Trust and, accordingly, it is
not consolidated for accounting purposes under FASB
Interpretation No. 46 (as revised), Consolidation of
Variable Interest Entities An Interpretation of ARB
No. 51 (FIN 46R). As a result, we
have recorded the Junior Subordinated Notes as Mortgages, Notes
and Loans Payable and our common equity interest in the Trust as
Prepaid Expenses and Other Assets in our Consolidated Balance
Sheets at December 31, 2007 and 2006.
Unsecured
Term Loans
In conjunction with the TRC Merger, we assumed certain
publicly-traded unsecured debt which included 8.78% and
8.44% Notes (repaid at maturity in March 2007),
3.625% Notes and 8% Notes due 2009, 7.2% Notes
due 2012 and 5.375% Notes due 2013. Such debt totaled
$1.45 billion at both December 31, 2007 and 2006,
respectively. Under the terms of the Indenture dated as of
February 24, 1995, as long as these notes are outstanding,
TRCLP is required to file with the SEC the annual and quarterly
reports and other documents which TRCLP would be required to
file as if it was subject to Section 13(a) or 15(d) of the
Exchange Act, regardless of whether TRCLP was subject to such
requirements. TRCLP is no longer required to file reports or
other documents with the SEC under Section 13(a) or 15(d).
Accordingly, in lieu of such filing, certain financial and other
information related to TRCLP has been included as
Exhibit 99.1 to this Annual Report on
Form 10-K.
We believe that such TRCLP information is responsive to the
terms of the Indenture and that any additional information
needed or actions required can be supplied or addressed.
F-37
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In conjunction with our acquisition of JP Realty in 2002, we
assumed $100 million of ten-year senior unsecured notes
which bear interest at a fixed rate of 7.29% and were issued in
March 1998. The notes require semi-annual interest payments.
Annual principal payments of $25 million began in March
2005 and continue until the loan is fully repaid in March 2008.
Interest
Rate Swaps
To achieve a more desirable balance between fixed and
variable-rate debt, we have also entered into the following
certain swap agreements at December 31, 2007:
|
|
|
|
|
|
|
Property
|
|
|
|
Specific
|
|
|
Total notional amount (in millions)
|
|
$
|
195.0
|
|
Average fixed pay rate
|
|
|
4.78
|
%
|
Average variable receive rate
|
|
|
LIBOR
|
|
Such swap agreements have been designated as cash flow hedges
and are intended to hedge our exposure to future interest
payments on the related variable-rate debt.
Letters
of Credit and Surety Bonds
We had outstanding letters of credit and surety bonds of
approximately $235.0 million as of December 31, 2007.
These letters of credit and bonds were issued primarily in
connection with insurance requirements, special real estate
assessments and construction obligations.
We elected to be taxed as a REIT under
sections 856-860
of the Internal Revenue Code, commencing with our taxable year
beginning January 1, 1993. To qualify as a REIT, we must
meet a number of organizational and operational requirements,
including requirements to distribute at least 90% of our
ordinary taxable income and to distribute to stockholders or pay
tax on 100% of capital gains and to meet certain asset and
income tests. It is managements current intention to
adhere to these requirements.
As a REIT, we will generally not be subject to corporate
level Federal income tax on taxable income we distribute
currently to our stockholders. If we fail to qualify as a REIT
in any taxable year, we will be subject to Federal income taxes
at regular corporate rates (including any applicable alternative
minimum tax) and may not be able to qualify as a REIT for four
subsequent taxable years. Even if we qualify for taxation as a
REIT, we may be subject to certain state and local taxes on our
income or property, and to Federal income and excise taxes on
our undistributed taxable income. In addition, we are subject to
rules which may impose corporate income tax on certain built-in
gains recognized upon the disposition of assets owned by our
subsidiaries where such subsidiaries (or other predecessors) had
formerly been C corporations. These rules apply only where the
disposition occurs within certain specified recognition periods.
Specifically, in the case of the TRC assets, we may be subject
to tax on built-in gain recognized upon the disposition prior to
January 1, 2008 of assets owned by TRC on January 1,
1998, the effective date of TRCs REIT election. At
December 31, 2007, the total amount of built-in gains with
respect to our assets is substantial. Effective January 1,
2008, with the exception of the built in gains associated with
the Private REIT/TRS Restructuring described below, all TRC
assets are no longer subject to the tax on built in gains.
However, to the extent that any such properties are to be sold,
we intend to utilize tax strategies such as dispositions through
like-kind exchanges and the use of net operating loss
carryforwards to limit or offset the amount of such gains and
therefore the amount of tax paid.
We also have subsidiaries which we have elected to be treated as
taxable real estate investment trust subsidiaries (a
TRS or TRS entities) and which are,
therefore, subject to federal and state income taxes. Our
primary TRS entities include GGMI, entities which own our master
planned community properties and other TRS entities
F-38
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
acquired in the TRC Merger. Current Federal income taxes of
certain of these TRS entities are likely to increase in future
years as we exhaust the net loss carryforwards of these entities
and as certain master planned community developments are
completed. Such increases could be significant.
Effective March 31, 2007, through a series of transactions,
a private REIT owned by GGPLP was contributed to TRCLP and one
of our TRS entities became a qualified REIT subsidiary of that
private REIT (the Private REIT/TRS Restructuring).
This transaction resulted in approximately a $328.4 million
decrease in our net deferred tax liabilities, an approximate
$7.4 million increase in our current taxes payable and an
approximate $321.0 million income tax benefit related to
the properties now owned by that private REIT.
The (benefit from) provision for income taxes for the years
ended December 31, 2007, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Current
|
|
$
|
73,976
|
|
|
$
|
40,732
|
|
|
$
|
22,693
|
|
Deferred
|
|
|
(368,136
|
)
|
|
|
58,252
|
|
|
|
28,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(294,160
|
)
|
|
$
|
98,984
|
|
|
$
|
51,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense computed by applying the Federal corporate
tax rate for the years ended December 31, 2007, 2006 and
2005 is reconciled to the provision for income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Tax at statutory rate on earnings from continuing operations
before income taxes
|
|
$
|
(2,172
|
)
|
|
$
|
55,678
|
|
|
$
|
40,723
|
|
Increase (decrease) in valuation allowances, net
|
|
|
160
|
|
|
|
936
|
|
|
|
(5,114
|
)
|
State income taxes, net of Federal income tax benefit
|
|
|
2,290
|
|
|
|
4,608
|
|
|
|
343
|
|
Tax at statutory rate on earnings (losses) not subject to
Federal income taxes and other permanent differences
|
|
|
22,308
|
|
|
|
37,762
|
|
|
|
15,337
|
|
Tax benefit from Private REIT/TRS Restructuring
|
|
|
(320,956
|
)
|
|
|
|
|
|
|
|
|
FIN 48 tax expense, excluding interest
|
|
|
(2,763
|
)
|
|
|
|
|
|
|
|
|
FIN 48 interest, net of Federal income tax benefit
|
|
|
6,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for income taxes
|
|
$
|
(294,160
|
)
|
|
$
|
98,984
|
|
|
$
|
51,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization of a deferred tax benefit is dependent upon
generating sufficient taxable income in future periods. Our net
operating loss carryforwards are currently scheduled to expire
in subsequent years through 2026. Some of the net operating loss
carryforward amounts are subject to annual limitations under
Section 382 of the Internal Revenue Code. This annual
limitation under Section 382 is subject to modification if
a taxpayer recognizes what are called built-in gain
items. For 2005, the benefit amount has been reduced to
reflect the sum of the annual Section 382 limitations, with
no adjustment for the potential of built-in gain items. The
valuation amount has likewise been reduced, thereby maintaining
the same net deferred tax benefit amount for the net operating
loss carryforwards. For 2007 and 2006, there has been no change
from 2005 in the presentation of the net tax benefit.
F-39
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The amounts and expiration dates of operating loss and tax
credit carryforwards for tax purposes are as follows:
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Expiration Dates
|
|
|
|
(In thousands)
|
|
|
|
|
|
Net operating loss carryforwards Federal
|
|
$
|
41,472
|
|
|
|
2008 - 2026
|
|
Net operating loss carryforwards State
|
|
|
106,432
|
|
|
|
2008 - 2026
|
|
Capital loss carryforwards
|
|
|
9,232
|
|
|
|
2009
|
|
Tax credit carryforwards Federal AMT
|
|
|
847
|
|
|
|
n/a
|
|
Each TRS is a tax paying component for purposes of classifying
deferred tax assets and liabilities. Net deferred tax assets
(liabilities) are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Total deferred tax assets
|
|
$
|
25,184
|
|
|
$
|
16,006
|
|
Valuation allowance
|
|
|
(1,096
|
)
|
|
|
(936
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
24,088
|
|
|
|
15,070
|
|
Total deferred tax liabilities
|
|
|
(860,435
|
)
|
|
|
(1,302,205
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(836,347
|
)
|
|
$
|
(1,287,135
|
)
|
|
|
|
|
|
|
|
|
|
As part of the TRC merger, we acquired a controlling interest in
an entity whose assets included a deferred tax asset of
approximately $142 million related to $406 million of
temporary differences (primarily interest deduction
carryforwards with no expiration date).
Due to the uncertainty of the realization of certain tax
carryforwards, we established valuation allowances. The majority
of the valuation allowances related to net operating loss
carryforwards where there is uncertainty regarding their
realizability.
The tax effects of temporary differences and carryforwards
included in the net deferred tax liabilities at
December 31, 2007 and 2006 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Property, primarily differences in depreciation and
amortization, the tax basis of land assets and treatment of
interest and certain other costs
|
|
$
|
(796,142
|
)
|
|
$
|
(1,165,960
|
)
|
Deferred income
|
|
|
(206,652
|
)
|
|
|
(291,634
|
)
|
Interest deduction carryforwards
|
|
|
142,103
|
|
|
|
142,177
|
|
Operating loss and tax credit carryforwards
|
|
|
24,345
|
|
|
|
28,282
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(836,347
|
)
|
|
$
|
(1,287,135
|
)
|
|
|
|
|
|
|
|
|
|
Although we believe our tax returns are correct, the final
determination of tax examinations and any related litigation
could be different than that which was reported on the returns.
In the opinion of management, we have made adequate tax
provisions for years subject to examination. Generally, we are
currently open to audit under the statute of limitations by the
Internal Revenue Service for the years ending December 31,
2004 through 2007 and are open to audit by state taxing
authorities for years ending December 31, 2003 through
2007. Several of our taxable REIT subsidiaries are under
examination by the Internal Revenue Service for the years 2001
through 2005. We are unable to determine when the remaining
examinations will be resolved.
On January 1, 2007, we adopted Financial Accounting
Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48).
FIN 48 prescribes a recognition threshold that a tax
position is required to
F-40
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
meet before recognition in the financial statements and provides
guidance on derecognition, measurement, classification, interest
and penalties, accounting in interim periods, disclosure and
transition issues.
At January 1, 2007, we had total unrecognized tax benefits
of approximately $135.1 million, excluding accrued
interest, of which approximately $69 million would impact
our effective tax rate. The future adoption of SFAS 141(R)
(as defined and described in Note 15) may impact the
amounts of total unrecognized tax benefits that would impact our
effective tax rate. These unrecognized tax benefits increased
our income tax liabilities by $82.1 million, increased
goodwill by $28.0 million and cumulatively reduced retained
earnings by $54.1 million. As of January 1, 2007, we
had accrued interest of approximately $11.9 million related
to these unrecognized tax benefits and no penalties. Prior to
adoption of FIN 48, we did not treat either interest or
penalties related to tax uncertainties as part of income tax
expense. With the adoption of FIN 48, we have chosen to
change this accounting policy. As a result, we will recognize
and report interest and penalties, if necessary, within our
provision for income tax expense from January 1, 2007
forward. We recognized potential interest expense related to the
unrecognized tax benefits of $7.0 million for the year
ended December 31, 2007. During the year ended
December 31, 2007, we recognized previously unrecognized
tax benefits, excluding accrued interest, of $20.0 million;
of which $14.8 million decreased goodwill and
$5.2 million reduced income tax expense. The recognition of
the previously unrecognized tax benefits resulted in the
reduction of interest expense accrued related to these amounts.
At December 31, 2007, we had total unrecognized tax
benefits of approximately $127.1 million, excluding
interest, of which approximately $44.9 million would impact
our effective tax rate.
|
|
|
|
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Unrecognized tax benefits, opening balance
|
|
$
|
135,062
|
|
Gross increases tax positions in prior period
|
|
|
1,970
|
|
Gross increases tax positions in current period
|
|
|
10,029
|
|
Settlements
|
|
|
|
|
Lapse of statute of limitations
|
|
|
(19,952
|
)
|
|
|
|
|
|
Unrecognized tax benefits, ending balance
|
|
$
|
127,109
|
|
|
|
|
|
|
Based on our assessment of the expected outcome of existing
examinations or examinations that may commence, or as a result
of the expiration of the statute of limitations for specific
jurisdictions, it is reasonably possible that the related
unrecognized tax benefits, excluding accrued interest, for tax
positions taken regarding previously filed tax returns will
materially change from those recorded at December 31, 2007.
A material change in unrecognized tax benefits could have a
material effect on our statements of income and comprehensive
income. As of December 31, 2007, there is approximately
$72.7 million of unrecognized tax benefits, excluding
accrued interest, which due to the reasons above, could
significantly increase or decrease during the next twelve months.
Earnings and profits, which determine the taxability of
dividends to stockholders, differ from net income reported for
financial reporting purposes due to differences for Federal
income tax reporting purposes in, among other things, estimated
useful lives, depreciable basis of properties and permanent and
temporary differences on the inclusion or deductibility of
elements of income and deductibility of expense for such
purposes.
F-41
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Distributions paid on our common stock and their tax status, as
sent to our shareholders, are presented in the following table.
The tax status of GGP distributions in 2007, 2006 and
2005 may not be indicative of future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Ordinary income
|
|
$
|
0.926
|
|
|
$
|
0.542
|
|
|
$
|
0.993
|
|
Return of capital
|
|
|
|
|
|
|
0.501
|
|
|
|
0.497
|
|
Qualified dividends
|
|
|
0.501
|
|
|
|
0.432
|
|
|
|
|
|
Capital gain distributions
|
|
|
0.423
|
|
|
|
0.205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions per share
|
|
$
|
1.850
|
|
|
$
|
1.680
|
|
|
$
|
1.490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 8
|
Rentals
Under Operating Leases
|
We receive rental income from the leasing of retail and other
space under operating leases. The minimum future rentals based
on operating leases of our Consolidated Properties held as of
December 31, 2007 are as follows (in thousands):
|
|
|
|
|
Year
|
|
Amount
|
|
|
2008
|
|
$
|
1,642,365
|
|
2009
|
|
|
1,534,411
|
|
2010
|
|
|
1,369,628
|
|
2011
|
|
|
1,207,599
|
|
2012
|
|
|
1,033,005
|
|
Subsequent
|
|
|
3,752,229
|
|
Minimum future rentals exclude amounts which are payable by
certain tenants based upon a percentage of their gross sales or
as reimbursement of operating expenses and amortization of above
and below-market tenant leases.
Such operating leases are with a variety of tenants, the
majority of which are national and regional retail chains and
local retailers, and consequently, our credit risk is
concentrated in the retail industry.
|
|
Note 9
|
Transactions
with Affiliates
|
Management and other fee revenues primarily represent management
and leasing fees, development fees, financing fees and fees for
other ancillary services performed for the benefit of certain of
the Unconsolidated Real Estate Affiliates and for properties
owned by third parties. Fees earned from the Unconsolidated
Properties totaled approximately $83.4 million in 2007,
$110.9 million in 2006 and $87.5 million in 2005. Such
fees are recognized as revenue when earned.
|
|
Note 10
|
Stock-Based
Compensation Plans
|
Incentive
Stock Plans
We grant qualified and non-qualified stock options and make
restricted stock grants to attract and retain officers and key
employees through the 2003 Incentive Stock Plan and, prior to
April 2003, the 1993 Stock Incentive Plan. Stock options are
granted by the Compensation Committee of the Board of Directors
at an exercise price of not less than 100% of the fair market
value of our common stock on the date of the grant. The terms of
the options are fixed by the Compensation Committee. Stock
options generally vest 20% at the time of the grant and in 20%
annual increments thereafter. Prior to May 2006, we granted
options to non-employee directors that were exercisable in full
commencing on the date of grant and scheduled to expire on the
fifth anniversary of the date of the grant. Beginning in May
2006, non-employee directors received restricted stock grants,
as further described below. The 2003 Incentive Stock Plan
provides for the issuance of up to 9.0 million shares of
our common stock, of which
F-42
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
approximately 5.0 million options and restricted shares
have been granted as of December 31, 2007, subject to
certain customary adjustments to prevent dilution.
The following tables summarize stock option activity for the
2003 Incentive Stock Plan as of and for the years ended
December 31, 2007, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Stock Options Outstanding at January 1
|
|
|
3,167,348
|
|
|
$
|
38.41
|
|
|
|
2,546,174
|
|
|
$
|
29.57
|
|
|
|
1,875,687
|
|
|
$
|
22.17
|
|
Granted
|
|
|
1,205,000
|
|
|
|
65.81
|
|
|
|
1,370,000
|
|
|
|
49.78
|
|
|
|
1,352,500
|
|
|
|
36.13
|
|
Exercised
|
|
|
(1,318,748
|
)
|
|
|
33.81
|
|
|
|
(573,226
|
)
|
|
|
24.70
|
|
|
|
(610,213
|
)
|
|
|
21.00
|
|
Exchanged for restricted stock
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
47.26
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
(145,000
|
)
|
|
|
43.10
|
|
|
|
(70,000
|
)
|
|
|
33.49
|
|
Expired
|
|
|
(600
|
)
|
|
|
9.99
|
|
|
|
(600
|
)
|
|
|
9.99
|
|
|
|
(1,800
|
)
|
|
|
9.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Outstanding at December 31
|
|
|
3,053,000
|
|
|
$
|
51.21
|
|
|
|
3,167,348
|
|
|
$
|
38.41
|
|
|
|
2,546,174
|
|
|
$
|
29.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Outstanding
|
|
|
Stock Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
|
Contractual
|
|
|
Exercise
|
|
|
|
|
|
Contractual
|
|
|
Exercise
|
|
Range of Exercise Prices
|
|
Shares
|
|
|
Term (in years)
|
|
|
Price
|
|
|
Shares
|
|
|
Term (in years)
|
|
|
Price
|
|
|
In-the-money stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$6.58 -$13.16
|
|
|
4,500
|
|
|
|
2.30
|
|
|
$
|
9.99
|
|
|
|
4,500
|
|
|
|
2.30
|
|
|
$
|
9.99
|
|
$13.16-$19.74
|
|
|
73,000
|
|
|
|
4.60
|
|
|
|
15.41
|
|
|
|
73,000
|
|
|
|
4.60
|
|
|
|
15.41
|
|
$26.32-$32.91
|
|
|
197,000
|
|
|
|
1.10
|
|
|
|
30.94
|
|
|
|
145,000
|
|
|
|
1.10
|
|
|
|
30.94
|
|
$32.91-$39.49
|
|
|
571,000
|
|
|
|
2.20
|
|
|
|
35.71
|
|
|
|
351,000
|
|
|
|
2.20
|
|
|
|
35.57
|
|
$39.49-$46.07
|
|
|
50,000
|
|
|
|
2.80
|
|
|
|
44.59
|
|
|
|
20,000
|
|
|
|
2.80
|
|
|
|
44.59
|
|
$46.07-$52.65
|
|
|
952,500
|
|
|
|
3.20
|
|
|
|
49.52
|
|
|
|
547,500
|
|
|
|
3.20
|
|
|
|
49.88
|
|
$59.23-$65.81
|
|
|
1,205,000
|
|
|
|
4.20
|
|
|
|
65.81
|
|
|
|
201,000
|
|
|
|
4.20
|
|
|
|
65.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,053,000
|
|
|
|
2.93
|
|
|
$
|
51.21
|
|
|
|
1,342,000
|
|
|
|
2.93
|
|
|
$
|
44.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The intrinsic value of outstanding and exercisable stock options
as of December 31, 2007 represents the excess of our
closing stock price ($41.18) on that date over the exercise
price multiplied by the applicable number of shares that may be
acquired upon exercise of stock options, and is therefore not
presented in the table above if the result is a negative value.
The intrinsic value of exercised stock options represents the
excess of our stock price at the time the option was exercised
and the exercise price and was $39.3 million for options
exercised during 2007, $13.9 million for options exercised
during 2006, and $10.9 million for options exercised during
2005.
The weighted-average fair value of stock options as of the grant
date was $11.07 for stock options granted during 2007, $7.61 for
stock options granted during 2006, and $4.82 for stock options
granted during 2005.
Stock options generally vest 20% at the time of the grant and in
20% annual increments thereafter. In February 2007, however, in
lieu of awarding options similar in size to prior years to two
of our senior executives, the Compensation Committee of our
Board of Directors accelerated the vesting of options held by
these executives so that all such options became immediately
vested and exercisable. As a result, the vesting of 705,000
options was accelerated and
F-43
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
compensation expense of $4.1 million which would have been
recognized in 2007 through 2010 was recognized in the first
quarter of 2007.
Restricted
Stock
We also make restricted stock grants to certain officers and,
beginning in May 2006, to non-employee directors, pursuant to
the 2003 Stock Incentive Plan. The vesting terms of these grants
are specific to the individual grant. Generally, a portion of
the shares vest immediately and the remainder vest in equal
annual amounts over the next two to five years.
The following table summarizes restricted stock activity as of
and for the years ended December 31, 2007, 2006, and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Nonvested restricted stock grants outstanding as of January 1
|
|
|
72,666
|
|
|
$
|
47.62
|
|
|
|
15,000
|
|
|
$
|
16.77
|
|
|
|
80,001
|
|
|
$
|
16.71
|
|
Granted
|
|
|
96,500
|
|
|
|
65.29
|
|
|
|
99,000
|
|
|
|
47.91
|
|
|
|
66,000
|
|
|
|
35.41
|
|
Vested
|
|
|
(32,668
|
)
|
|
|
49.11
|
|
|
|
(41,334
|
)
|
|
|
37.13
|
|
|
|
(131,001
|
)
|
|
|
26.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested restricted stock grants outstanding as of December 31
|
|
|
136,498
|
|
|
$
|
59.75
|
|
|
|
72,666
|
|
|
$
|
47.62
|
|
|
|
15,000
|
|
|
$
|
16.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)
|
|
$
|
5,621
|
|
|
|
|
|
|
$
|
3,795
|
|
|
|
|
|
|
$
|
705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total fair value of restricted stock grants which vested
during 2007 was $2.0 million, during 2006 was
$2.0 million and during 2005 was $5.1 million.
Threshold-Vesting
Stock Options
Under the 1998 Incentive Stock Plan (the 1998 Incentive
Plan), we may also grant stock incentive awards to
employees in the form of threshold-vesting stock options
(TSOs). The exercise price of the TSO is the Current
Market Price (CMP) as defined in the 1998 Incentive
Plan of our common stock on the date the TSO is granted. In
order for the TSOs to vest, our common stock must achieve and
sustain the Threshold Price for at least 20 consecutive trading
days at any time over the five years following the date of
grant. Participating employees must remain employed until
vesting occurs in order to exercise the options. The Threshold
Price is currently determined by multiplying the CMP on the date
of grant by the Estimated Annual Growth Rate (currently 7%) and
compounding the product over a five-year period. TSOs granted in
2004 and thereafter must be exercised within 30 days of the
vesting date. TSOs granted prior to 2004, all of which have
vested, have a term of up to 10 years. The 1998 Incentive
Plan provides for the issuance of 11.0 million shares, of
which 8,163,995 options have been granted as of
December 31, 2007, subject to certain customary adjustments
to prevent dilution.
F-44
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes TSO activity as of
December 31, 2007 by grant year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSO Grant Year
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Granted prior to January 1
|
|
|
|
|
|
|
1,400,000
|
|
|
|
1,000,000
|
|
Forfeited
|
|
|
|
|
|
|
(84,773
|
)
|
|
|
(118,332
|
)
|
Vested and Exercised
|
|
|
|
|
|
|
|
|
|
|
(723,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSOs outstanding at January 1, 2007
|
|
|
|
|
|
|
1,315,227
|
|
|
|
157,748
|
|
Granted in 2007
|
|
|
1,400,000
|
|
|
|
|
|
|
|
|
|
Forfeited in 2007(1)
|
|
|
(86,110
|
)
|
|
|
(79,659
|
)
|
|
|
(1,334
|
)
|
Vested and Exercised in 2007
|
|
|
|
|
|
|
|
|
|
|
(156,414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSOs outstanding at December 31, 2007(2)
|
|
|
1,313,890
|
|
|
|
1,235,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)(3)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Intrinsic value options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
903
|
|
Fair value options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
596
|
|
Cash received options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
5,539
|
|
Exercise price(4)
|
|
$
|
65.81
|
|
|
$
|
50.47
|
|
|
$
|
35.41
|
|
Threshold price
|
|
|
92.30
|
|
|
|
70.79
|
|
|
|
49.66
|
|
Fair value of options on grant date
|
|
|
9.54
|
|
|
|
6.51
|
|
|
|
3.81
|
|
Remaining contractual term (in years)
|
|
|
4.1
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
(1)
|
|
No TSO expirations for years presented.
|
|
(2)
|
|
TSOs outstanding at December 31, 2007 for the years 2004
and prior were 133,621.
|
|
(3)
|
|
Intrinsic value is not presented if the result is a negative
number.
|
|
(4)
|
|
A weighted average exercise price is not applicable as there is
only one grant date and issue per year.
|
We have a $200 million per fiscal year common stock
repurchase program which gives us the ability to acquire some or
all of the shares of common stock to be issued upon the exercise
of the TSOs.
Other
Required Disclosures
The fair values of TSOs granted in 2007, 2006 and 2005 were
estimated using the binomial method. The value of restricted
stock grants is calculated as the average of the high and low
stock prices on the date of the initial grant. The fair values
of all other stock options were estimated on the date of grant
using the Black-Scholes-Merton option pricing model. These fair
values are affected by our stock price as well as assumptions
regarding a number of highly complex and subjective variables.
Expected volatilities are based on historical volatility of our
stock price as well as that of our peer group, implied
volatilities and various other factors. Historical data, such as
the past performance of our common stock and the length of
service by employees, was used to estimate expected life of the
TSOs and our stock options and represents the period of time
that options are expected to be outstanding. The weighted
average estimated value of stock options and TSOs granted during
2007, 2006 and 2005 were based on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Risk-free interest rate
|
|
|
4.70
|
%
|
|
|
4.43
|
%
|
|
|
3.40
|
%
|
Dividend yield
|
|
|
4.00
|
|
|
|
4.00
|
|
|
|
4.00
|
|
Expected volatility
|
|
|
24.72
|
|
|
|
22.94
|
|
|
|
21.61
|
|
Expected life (in years)
|
|
|
5.0
|
|
|
|
2.5-3.5
|
|
|
|
5.0
|
|
F-45
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Compensation expense related to the Incentive Stock Plans, TSOs
and restricted stock was $16.9 million in 2007,
$14.0 million in 2006 and $11.1 million in 2005.
As of December 31, 2007, total compensation expense which
had not yet been recognized related to nonvested options, TSOs
and restricted stock grants was $29.2 million. Of this
total, $9.7 million is expected to be recognized in 2008,
$8.2 million in 2009, $7.0 million in 2010,
$3.9 million in 2011 and $0.4 million in 2012. These
amounts may be impacted by future grants, changes in forfeiture
estimates or vesting terms, actual forfeiture rates which differ
from estimated forfeitures
and/or
timing of TSO vesting.
Employee
Stock Purchase Plan
The General Growth Properties, Inc. Employee Stock Purchase Plan
(the ESPP) was established to assist eligible
employees in acquiring stock ownership interest in GGP. Under
the ESPP, eligible employees make payroll deductions over a
six-month purchase period. At the end of each six-month purchase
period, the amounts withheld are used to purchase shares of our
common stock at a purchase price equal to 85% of the lesser of
the closing price of a share of a common stock on the first or
last trading day of the purchase period. The ESPP is considered
a compensatory plan pursuant to SFAS 123(R). A maximum of
3.0 million shares of our common stock are reserved for
issuance under the ESPP. Since inception, an aggregate of
approximately 1.6 million shares of our common stock have
been purchased by eligible employees under the ESPP, including
79,213 shares for the purchase period ending
December 31, 2007 which were purchased at a price of $35.00
per share. Compensation expense related to the ESPP was
$2.0 million in 2007, $1.5 million in 2006, and
$2.0 million in 2005.
Defined
Contribution Plan
We sponsor the General Growth 401(k) Savings Plan (the
401(k) Plan) which permits all eligible employees to
defer a portion of their compensation in accordance with the
provisions of Section 401(k) of the Internal Revenue Code.
Subject to certain limitations (including an annual limit
imposed by the Internal Revenue Code), each participant is
allowed to make before-tax contributions up to 50% of gross
earnings, as defined. We add to a participants account
through a matching contribution up to 5% of the
participants annual earnings contributed to the 401(k)
Plan. We match 100% of the first 4% of earnings contributed by
each participant and 50% of the next 2% of earnings contributed
by each participant. We recognized expense resulting from the
matching contributions of $10.2 million in 2007,
$9.3 million in 2006, and $7.5 million in 2005.
Dividend
Reinvestment and Stock Purchase Plan
We have reserved up to 3.0 million shares of our common
stock for issuance under the Dividend Reinvestment and Stock
Purchase Plan (DRSP). In general, the DRSP allows
participants to purchase our common stock from dividends
received or additional cash investments. The stock is purchased
at current market price, but no fees or commissions are charged
to the participant. We expect to continue to satisfy DRSP common
stock purchases by issuing new shares of our common stock or by
repurchasing currently outstanding common stock. As of
December 31, 2007, an aggregate of 651,590 shares of
our common stock have been issued under the DRSP.
F-46
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 11
|
Other
Assets and Liabilities
|
The following table summarizes the significant components of
Prepaid expenses and other assets.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Below-market ground leases
|
|
$
|
273,845
|
|
|
$
|
280,516
|
|
Receivables finance leases and bonds
|
|
|
114,979
|
|
|
|
111,694
|
|
Security and escrow deposits
|
|
|
83,638
|
|
|
|
76,834
|
|
Real estate tax stabilization agreement
|
|
|
79,454
|
|
|
|
83,378
|
|
Above-market tenant leases
|
|
|
75,285
|
|
|
|
53,981
|
|
Special Improvement District receivable
|
|
|
58,200
|
|
|
|
64,819
|
|
Prepaid expenses
|
|
|
52,820
|
|
|
|
37,528
|
|
Deferred income tax
|
|
|
24,088
|
|
|
|
15,070
|
|
Funded defined contribution plan assets
|
|
|
14,616
|
|
|
|
17,119
|
|
Insurance recovery receivable
|
|
|
|
|
|
|
14,952
|
|
Other
|
|
|
29,352
|
|
|
|
32,076
|
|
|
|
|
|
|
|
|
|
|
Total Prepaid expenses and other assets
|
|
$
|
806,277
|
|
|
$
|
787,967
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the significant components of
Accounts payable and accrued expenses.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Accounts payable and accrued expenses
|
|
$
|
302,719
|
|
|
$
|
200,936
|
|
Deferred purchase price obligation
|
|
|
254,000
|
|
|
|
|
|
Construction payables
|
|
|
206,044
|
|
|
|
188,038
|
|
Fin 48 liability
|
|
|
146,201
|
|
|
|
|
|
Below-market tenant leases
|
|
|
127,641
|
|
|
|
117,963
|
|
Accrued interest
|
|
|
122,406
|
|
|
|
102,870
|
|
Hughes participation payable
|
|
|
86,008
|
|
|
|
90,793
|
|
Accrued real estate taxes
|
|
|
84,327
|
|
|
|
71,816
|
|
Deferred gains/income
|
|
|
79,479
|
|
|
|
56,414
|
|
Accrued payroll and other employee liabilities
|
|
|
71,191
|
|
|
|
58,372
|
|
Tenant and other deposits
|
|
|
28,212
|
|
|
|
32,887
|
|
Insurance reserve
|
|
|
19,407
|
|
|
|
12,800
|
|
Above-market ground leases
|
|
|
15,489
|
|
|
|
15,961
|
|
Funded defined contribution plan liabilities
|
|
|
14,616
|
|
|
|
17,119
|
|
Capital lease obligations
|
|
|
14,390
|
|
|
|
14,967
|
|
FIN 47 liability
|
|
|
14,321
|
|
|
|
11,493
|
|
Other
|
|
|
101,790
|
|
|
|
57,763
|
|
|
|
|
|
|
|
|
|
|
Total Accounts payable and accrued expenses
|
|
$
|
1,688,241
|
|
|
$
|
1,050,192
|
|
|
|
|
|
|
|
|
|
|
F-47
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 12
|
Minority
Interests
|
Common
Changes in outstanding Operating Partnership Common Units for
the three years ended December 31, 2007 are as follows:
|
|
|
|
|
January 31, 2005
|
|
|
55,532,263
|
|
Conversion of Preferred Units into Common Units
|
|
|
729,890
|
|
Redemptions for GGP common stock
|
|
|
(3,200,258
|
)
|
|
|
|
|
|
December 31, 2005
|
|
|
53,061,895
|
|
Conversion of Preferred Units into Common Units
|
|
|
1,163,333
|
|
Redemptions for GGP common stock
|
|
|
(1,334,637
|
)
|
|
|
|
|
|
December 31, 2006
|
|
|
52,890,591
|
|
Conversion of Preferred Units into Common Units
|
|
|
76,625
|
|
Redemptions for GGP common stock
|
|
|
(1,116,230
|
)
|
|
|
|
|
|
December 31, 2007
|
|
|
51,850,986
|
|
|
|
|
|
|
Under certain circumstances, the Common Units can be redeemed at
the option of the holders for cash or, at our election, for
shares of GGP common stock on a one-for-one basis. The holders
of the Common Units also share equally with our common
stockholders on a per share basis in any distributions by the
Operating Partnership on the basis that one Common Unit is
equivalent to one share of GGP common stock.
Also included in minority interests-common is minority interest
in consolidated joint ventures of approximately
$2.5 million as of December 31, 2007 and
$6.4 million as of December 31, 2006.
F-48
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Preferred
Components of minority interest preferred as of
December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as of
|
|
|
Per Unit
|
|
|
|
|
|
|
|
|
|
Coupon
|
|
|
Issuing
|
|
|
December 31,
|
|
|
Liquidation
|
|
|
Carrying Amount
|
|
Security Type
|
|
Rate
|
|
|
Entity
|
|
|
2007
|
|
|
Preference
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Perpetual Preferred Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Preferred Units (RPUs)
|
|
|
8.95
|
%
|
|
|
LLC
|
|
|
|
|
|
|
$
|
250
|
|
|
$
|
|
|
|
$
|
60,000
|
|
Cumulative Preferred Units (CPUs)
|
|
|
8.25
|
%
|
|
|
LLC
|
|
|
|
20,000
|
|
|
|
250
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B-JP
Realty
|
|
|
8.50
|
%
|
|
|
GGPLP
|
|
|
|
1,284,715
|
|
|
|
50
|
|
|
|
64,237
|
|
|
|
64,724
|
|
Series C-Glendale
Galleria
|
|
|
7.00
|
%
|
|
|
GGPLP
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
974
|
|
Series D-Foothills
Mall
|
|
|
6.50
|
%
|
|
|
GGPLP
|
|
|
|
532,750
|
|
|
|
50
|
|
|
|
26,637
|
|
|
|
26,637
|
|
Series E-Four
Seasons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Town Centre
|
|
|
7.00
|
%
|
|
|
GGPLP
|
|
|
|
502,658
|
|
|
|
50
|
|
|
|
25,132
|
|
|
|
25,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,006
|
|
|
|
117,467
|
|
Other preferred stock of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidated subsidiaries
|
|
|
N/A
|
|
|
|
various
|
|
|
|
476
|
|
|
|
1,000
|
|
|
|
476
|
|
|
|
361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Minority Interest-Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
121,482
|
|
|
$
|
182,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the RPUs and CPUs are entitled to receive cumulative
preferential cash distributions prior to any distributions by
the LLC to the Operating Partnership. The RPUs were redeemed in
cash by the LLC in April 2007 for the liquidation preference
amount.
The Convertible Preferred Units are convertible, with certain
restrictions, at any time by the holder into Common Units of the
Operating Partnership at the following rates:
|
|
|
|
|
|
|
Number of Common
|
|
|
|
Units for each
|
|
|
|
Preferred Unit
|
|
|
Series B JP Realty
|
|
|
3.000
|
|
Series D Foothills Mall
|
|
|
1.508
|
|
Series E Four Seasons Town Centre
|
|
|
1.298
|
|
F-49
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 13
|
Accumulated
Other Comprehensive Income
|
Components of accumulated other comprehensive income as of
December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Net unrealized gains (losses) on financial instruments
|
|
$
|
(909
|
)
|
|
$
|
1,386
|
|
Accrued pension adjustment
|
|
|
(462
|
)
|
|
|
(705
|
)
|
Foreign currency translation
|
|
|
37,369
|
|
|
|
9,238
|
|
Unrealized losses on available-for-sale securities
|
|
|
(340
|
)
|
|
|
(337
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,658
|
|
|
$
|
9,582
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 14
|
Commitments
and Contingencies
|
In the normal course of business, from time to time, we are
involved in legal proceedings relating to the ownership and
operations of our properties. In managements opinion, the
liabilities, if any, that may ultimately result from such legal
actions are not expected to have a material adverse effect on
our consolidated financial position, results of operations or
liquidity.
We lease land or buildings at certain properties from third
parties. The leases generally provide us with a right of first
refusal in the event of a proposed sale of the property by the
landlord. Rental payments are expensed as incurred and have, to
the extent applicable, been straight-lined over the term of the
lease. Rental expense, including participation rent and
excluding amortization of above and below-market ground leases
and straight-line rents, was $12.0 million in 2007,
$10.3 million in 2006 and $10.5 million in 2005.
We periodically enter into contingent agreements for the
acquisition of properties. Each acquisition is subject to
satisfactory completion of due diligence and, in the case of
property acquired under development, completion of the project.
In conjunction with the acquisition of The Grand Canal Shoppes
in 2004, we entered into an agreement (the Phase II
Agreement) to acquire the multi-level retail space that is
part of The Palazzo in Las Vegas, Nevada (the
Phase II Acquisition) which is connected to the
existing Venetian and the Sands Expo and Convention Center
facilities and The Grand Canal Shoppes. The project opened on
January 18, 2008. The Phase II Agreement provides for
the payment of a purchase price amount computed on a 6%
capitalization rate on the projected net operating income of the
Phase II retail space, as defined by the Phase II
Agreement (Phase II NOI), up to
$38 million and on a capitalization rate of 8% on
Phase II NOI in excess of $38 million. We have agreed
to an initial purchase price of approximately $300 million
and additional payments will be made during the 48 months
after closing if Phase II NOI increases. Closing of the
acquisition, although subject to customary closing conditions,
is now expected to be in the first quarter of 2008.
F-50
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes the contractual maturities of our
long-term commitments. Both long-term debt and ground leases
include the related purchase accounting fair value adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent /
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Other (1)
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Long-term debt-principal
|
|
$
|
2,643,190
|
|
|
$
|
3,219,734
|
|
|
$
|
3,956,797
|
|
|
$
|
7,111,582
|
|
|
$
|
3,744,743
|
|
|
$
|
3,606,093
|
|
|
$
|
24,282,139
|
|
Retained debt-principal
|
|
|
2,446
|
|
|
|
2,606
|
|
|
|
119,694
|
|
|
|
776
|
|
|
|
37,740
|
|
|
|
|
|
|
|
163,262
|
|
Ground lease payments
|
|
|
15,895
|
|
|
|
15,907
|
|
|
|
15,805
|
|
|
|
15,333
|
|
|
|
15,137
|
|
|
|
596,964
|
|
|
|
675,041
|
|
FIN 48 obligations, including interest
|
|
|
20,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,027
|
|
|
|
146,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,681,705
|
|
|
$
|
3,238,247
|
|
|
$
|
4,092,296
|
|
|
$
|
7,127,691
|
|
|
$
|
3,797,620
|
|
|
$
|
4,329,084
|
|
|
$
|
25,266,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The remaining FIN 48 liability for which reasonable
estimates about the timing of payments cannot be made is
disclosed within the Subsequent/Other column.
|
Contingent
Stock Agreement
In conjunction with the TRC Merger, we assumed TRCs
obligations under a Contingent Stock Agreement
(CSA). TRC entered into the CSA in 1996 when it
acquired The Hughes Corporation (Hughes). This
acquisition included various assets, including Summerlin (the
CSA Assets), a development in our Master Planned
Communities segment. We agreed that the TRC Merger would not
have a prejudicial effect on the former Hughes owners or their
successors (the Beneficiaries) with respect to their
receipt of securities pursuant to the CSA. We further agreed to
indemnify and hold harmless the Beneficiaries against losses
arising out of any breach by us of these covenants.
Under the CSA, we are required to issue shares of our common
stock semi-annually (February and August) to the Beneficiaries.
The number of shares to be issued is based on cash flows from
the development
and/or
sale
of the CSA Assets and our stock price. We account for the
Beneficiaries share of earnings from the CSA Assets as an
operating expense. We delivered 698,601 shares of our
common stock (including 146,969 treasury shares) to the
Beneficiaries in 2007 and 1,815,019 (including 1,727,524
treasury shares) in 2006.
Under the CSA, we are also required to make a final stock
distribution to the Beneficiaries in 2010, following a final
valuation at the end of 2009. The amount of this distribution
will be based on the appraised values of the CSA Assets at such
time and is expected to be significant. We will account for this
distribution as additional investments in the related assets
(that is, contingent consideration).
Oakwood
Center and Riverwalk Marketplace Damages
In September 2005, two of our operating retail properties,
Oakwood Center, located in Gretna, Louisiana, and Riverwalk
Marketplace, which is located near the convention center in
downtown New Orleans, incurred hurricane
and/or
vandalism damage. We have comprehensive insurance coverage for
both property damage and business interruption and, therefore,
recorded insurance recovery receivables for both of such
coverages. However, in 2006, because of actual and potential
disputes with our insurance carriers, we commenced litigation to
preserve our rights regarding certain claims. Both properties
have now reopened.
The net book value of the property damage at these properties
had been estimated to be approximately $36 million. The
Oakwood component of such estimate continues to be subject to
review and revision as discussed below. During 2007, we reached
a final settlement with our insurance carrier with respect to
Riverwalk Marketplace in the
F-51
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
cumulative amount of approximately $17.5 million. Also
during 2007, in connection with Oakwood Center, we reached final
settlements with all of the insurance carriers for our first two
layers of insurance coverage pursuant to which we have received
a cumulative total to date of approximately $50 million.
All of such insurance recovery proceeds from such carriers have
been applied against the estimated property damage with the
remainder recorded as recovery of operating costs and repairs,
minimum rents and provision for doubtful accounts. As of
December 31, 2007, although all recorded insurance recovery
receivables have been collected, the litigation with respect to
Oakwood Center remains pending and we continue to have
discussions with our remaining insurance carriers at Oakwood
Center regarding our unresolved and disputed claims with respect
to deductibles, exclusions, additional business interruption
coverage and the scope and cost of repair, cleaning, and
replacement required at the property. While we believe that our
claims are valid, there can be no assurance that any additional
amounts will be collected.
|
|
Note 15
|
Recently
Issued Accounting Pronouncements
|
In August 2007, the FASB proposed FASB Staff Position
No. APB
14-a,
Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion (including Partial Cash
Settlements)
(FSP 14-a).
FSP 14-a
would require companies to separately account for the liability
and equity components of the debt instruments in a manner that
will reflect the nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. If the final
FSP is issued, it would be retrospectively applied and effective
for financial statements issued for fiscal years beginning after
December 15, 2007. We are evaluating the impact of
FSP 14-a
on our financial statements.
In June 2007, the FASB ratified EITF Issue
No. 06-11,
Accounting for Income Tax Benefits of Dividends on
Share-Based Payment Awards
(EITF 06-11).
EITF 06-11
requires companies to recognize the income tax benefit realized
from dividends or dividend equivalents that are charged to
retained earnings and paid to employees for nonvested
equity-classified employee share-based payment awards as an
increase to additional paid-in capital.
EITF 06-11
is effective for fiscal years beginning after December 15,
2007. We are evaluating the impact of
EITF 06-11
on our financial statements.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159) which provides
companies with an option to report selected financial assets and
liabilities at fair value. The standards objective is to
reduce both complexity in accounting for financial instruments
and the volatility in earnings caused by measuring related
assets and liabilities differently. SFAS 159 also
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective as of the beginning of
an entitys first fiscal year beginning after
November 15, 2007. With certain limitations, early adoption
is permitted. Although SFAS 159 is effective for the year
ending December 31, 2008, as permitted, management has
elected not to adopt SFAS 159 for its existing financial
assets and liabilities on January 1, 2008.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157)
which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS 157 also requires expanded
disclosure about the extent to which companies measure assets
and liabilities at fair value, the information used to measure
fair value, and the effect of fair value measurements on
earnings. The standard applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value.
The standard does not expand the use of fair value in any new
circumstances. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years. However, on December 14, 2007, the FASB issued
proposed Financial Staff Position
No. SFAS 157-b
(FSP 157-b) which would delay the effective date of
SFAS 157 for all non financial assets and non financial
liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis.
FSP 157-b partially defers the effective date of
SFAS 157 to fiscal years beginning after November 15,
2008 for those items within its scope. We will adopt
SFAS 157 except as it applies to those non financial assets
and non financial liabilities as noted in FSP 157-b. In
February 2008, the FASB issued two Staff Positions on
SFAS 157: (1) FASB Staff Position
No. FAS 157-1
F-52
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(FAS 157-1),
Application of FASB Statement No. 157 to FASB
Statement No. 13 and Other Accounting Pronouncements That
Address Fair Value Measurements for Purposes of Lease
Classification or Measurement Under Statement 13, and
(2) FASB Staff Position
No. FAS 157-2
(FAS 157-2),
Effective Date of FASB Statement No. 157.
FAS 157-1
excludes FASB Statement No. 13,
Accounting for
Leases
, as well as other accounting pronouncements that
address fair value measurements on lease classification or
measurement under Statement 13, from SFAS 157s scope.
FAS 157-2
partially defers Statement 157s effective date. The
partial adoption of SFAS 157 is not expected to have a
material impact on our financial statements.
In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity,
(SFAS 150) which establishes standards for how
an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is within
its scope as a liability. The effective date of SFAS 150
relating to measurement and classification provisions has been
indefinitely postponed by the FASB. We did not enter into new
financial instruments subsequent to May 2003 which would fall
within the scope of this statement. Though we have certain
limited life ventures that appear to meet the criteria for
liability recognition, we do not believe that the adoption of
the currently postponed provisions of SFAS 150, if
required, will have a material impact on our financial
statements.
In December 2007, the FASB issued SFAS No. 141 (R)
Business Combinations
and SFAS No. 160
Non-controlling Interests in Consolidated Financial
Statements
(SFAS 141 (R) and
SFAS 160, respectively). SFAS 141 (R) will
change how business acquisitions are accounted for and will
impact the financial statements both on the acquisition date and
in subsequent periods. SFAS 160 will change the accounting
and reporting for minority interests, which will be
re-characterized as non-controlling interests and classified as
a component of equity. SFAS 141 (R) and SFAS 160 are
effective for periods beginning on or after December 15,
2008. Early adoption is not permitted. We are currently
evaluating the impact of these new statements on our financial
statements.
We have two business segments which offer different products and
services. Our segments are managed separately because each
requires different operating strategies or management expertise.
We do not distinguish or group our consolidated operations on a
geographic basis. Further, all material operations are within
the United States and no customer or tenant comprises more than
10% of consolidated revenues. Our reportable segments are as
follows:
|
|
|
Retail and Other
includes the operation,
development and management of retail and other rental property,
primarily shopping centers
|
|
|
Master Planned Communities
includes the
development and sale of land, primarily in large-scale,
long-term community development projects in and around Columbia,
Maryland; Summerlin, Nevada; and Houston, Texas
|
The operating measure used to assess operating results for the
business segments is Real Estate Property Net Operating Income
(NOI) which represents the operating revenues of the
properties less property operating expenses, exclusive of
depreciation and amortization. Management believes that NOI
provides useful information about a propertys operating
performance.
The accounting policies of the segments are the same as those
described in Note 2, except that we report unconsolidated
real estate ventures using the proportionate share method rather
than the equity method. Under the proportionate share method,
our share of the revenues and expenses of the Unconsolidated
Properties are combined with the revenues and expenses of the
Consolidated Properties. Under the equity method, our share of
the net revenues and expenses of the Unconsolidated Properties
are reported as a single line item, Equity in income of
Unconsolidated Real Estate Affiliates, in our Consolidated
Statements of Income and Comprehensive Income. This difference
affects only the reported revenues and operating expenses of the
segments and has no effect on our reported net earnings. In
addition, other revenues include the NOI of discontinued
operations and is reduced by the NOI attributable to our
minority interest partners in consolidated joint ventures.
F-53
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The total expenditures for additions to long-lived assets for
the Master Planned Communities segment was $243.3 million
for the year ended December 31, 2007, $200.4 million
for the year ended December 31, 2006 and
$170.0 million for the year ended December 31, 2005.
Similarly, expenditures for long-lived assets for the Retail and
Other segment was $1.50 billion for the year ended
December 31, 2007, $699.4 million for the year ended
December 31, 2006 and $498.0 million for the year
ended December 31, 2005. Such amounts for the Master
Planned Communities segment and the Retail and Other segment are
included in the amounts listed as Land/Residential development
and acquisitions expenditures and Acquisition/development of
real estate and property additions/improvements, respectively,
in the Consolidated Statements of Cash Flows.
The total amount of goodwill, as presented on the Consolidated
Balance Sheets, is included in our Retail and Other segment. See
Note 7 for more detail regarding the change in the value of
goodwill within this segment.
Segment operating results are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,933,674
|
|
|
$
|
406,241
|
|
|
$
|
2,339,915
|
|
Tenant recoveries
|
|
|
859,801
|
|
|
|
173,486
|
|
|
|
1,033,287
|
|
Overage rents
|
|
|
89,016
|
|
|
|
12,213
|
|
|
|
101,229
|
|
Other, including minority interest
|
|
|
115,910
|
|
|
|
82,884
|
|
|
|
198,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,998,401
|
|
|
|
674,824
|
|
|
|
3,673,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
246,484
|
|
|
|
50,478
|
|
|
|
296,962
|
|
Repairs and maintenance
|
|
|
216,536
|
|
|
|
40,559
|
|
|
|
257,095
|
|
Marketing
|
|
|
54,664
|
|
|
|
12,233
|
|
|
|
66,897
|
|
Other property operating costs
|
|
|
421,228
|
|
|
|
150,041
|
|
|
|
571,269
|
|
Provision for doubtful accounts
|
|
|
5,426
|
|
|
|
1,978
|
|
|
|
7,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
944,338
|
|
|
|
255,289
|
|
|
|
1,199,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
2,054,063
|
|
|
|
419,535
|
|
|
|
2,473,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
145,649
|
|
|
|
85,017
|
|
|
|
230,666
|
|
Land sales operations
|
|
|
(116,708
|
)
|
|
|
(57,813
|
)
|
|
|
(174,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income before
impairment charge
|
|
|
28,941
|
|
|
|
27,204
|
|
|
|
56,145
|
|
Columbia and Fairwood Communities impairment charge
|
|
|
(127,600
|
)
|
|
|
|
|
|
|
(127,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income (loss)
|
|
|
(98,659
|
)
|
|
|
27,204
|
|
|
|
(71,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,955,404
|
|
|
$
|
446,739
|
|
|
$
|
2,402,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-54
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,753,508
|
|
|
$
|
428,337
|
|
|
$
|
2,181,845
|
|
Tenant recoveries
|
|
|
773,034
|
|
|
|
187,782
|
|
|
|
960,816
|
|
Overage rents
|
|
|
75,945
|
|
|
|
15,966
|
|
|
|
91,911
|
|
Other, including minority interest
|
|
|
99,779
|
|
|
|
88,552
|
|
|
|
188,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,702,266
|
|
|
|
720,637
|
|
|
|
3,422,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
218,549
|
|
|
|
58,832
|
|
|
|
277,381
|
|
Repairs and maintenance
|
|
|
199,078
|
|
|
|
43,768
|
|
|
|
242,846
|
|
Marketing
|
|
|
48,626
|
|
|
|
13,184
|
|
|
|
61,810
|
|
Other property operating costs
|
|
|
373,020
|
|
|
|
154,010
|
|
|
|
527,030
|
|
Provision for doubtful accounts
|
|
|
22,078
|
|
|
|
793
|
|
|
|
22,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
861,351
|
|
|
|
270,587
|
|
|
|
1,131,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
1,840,915
|
|
|
|
450,050
|
|
|
|
2,290,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
423,183
|
|
|
|
85,561
|
|
|
|
508,744
|
|
Land sales operations
|
|
|
(316,453
|
)
|
|
|
(62,304
|
)
|
|
|
(378,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income
|
|
|
106,730
|
|
|
|
23,257
|
|
|
|
129,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,947,645
|
|
|
$
|
473,307
|
|
|
$
|
2,420,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,670,387
|
|
|
$
|
393,740
|
|
|
$
|
2,064,127
|
|
Tenant recoveries
|
|
|
754,836
|
|
|
|
181,193
|
|
|
|
936,029
|
|
Overage rents
|
|
|
69,628
|
|
|
|
14,085
|
|
|
|
83,713
|
|
Other, including minority interest and discontinued operations
|
|
|
107,674
|
|
|
|
64,803
|
|
|
|
172,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,602,525
|
|
|
|
653,821
|
|
|
|
3,256,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
206,193
|
|
|
|
55,138
|
|
|
|
261,331
|
|
Repairs and maintenance
|
|
|
195,292
|
|
|
|
43,411
|
|
|
|
238,703
|
|
Marketing
|
|
|
63,522
|
|
|
|
14,705
|
|
|
|
78,227
|
|
Other property operating costs
|
|
|
390,051
|
|
|
|
120,381
|
|
|
|
510,432
|
|
Provision for doubtful accounts
|
|
|
13,868
|
|
|
|
4,857
|
|
|
|
18,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
868,926
|
|
|
|
238,492
|
|
|
|
1,107,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
1,733,599
|
|
|
|
415,329
|
|
|
|
2,148,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
385,205
|
|
|
|
83,089
|
|
|
|
468,294
|
|
Land sales operations
|
|
|
(311,815
|
)
|
|
|
(60,826
|
)
|
|
|
(372,641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income
|
|
|
73,390
|
|
|
|
22,263
|
|
|
|
95,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,806,989
|
|
|
$
|
437,592
|
|
|
$
|
2,244,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-56
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following reconciles NOI to GAAP-basis operating income and
income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Real estate property net operating income
|
|
$
|
2,402,143
|
|
|
$
|
2,420,952
|
|
|
$
|
2,244,581
|
|
Unconsolidated Properties NOI
|
|
|
(446,739
|
)
|
|
|
(473,307
|
)
|
|
|
(437,592
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Properties NOI
|
|
|
1,955,404
|
|
|
|
1,947,645
|
|
|
|
1,806,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
91,022
|
|
Property management and other costs
|
|
|
(198,610
|
)
|
|
|
(181,033
|
)
|
|
|
(144,526
|
)
|
General and administrative
|
|
|
(37,005
|
)
|
|
|
(18,800
|
)
|
|
|
(15,539
|
)
|
Litigation provision
|
|
|
(89,225
|
)
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(670,454
|
)
|
|
|
(690,194
|
)
|
|
|
(672,914
|
)
|
Discontinued operations and minority interest in consolidated NOI
|
|
|
11,167
|
|
|
|
15,036
|
|
|
|
(6,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
1,188,452
|
|
|
|
1,058,984
|
|
Interest income
|
|
|
8,641
|
|
|
|
11,585
|
|
|
|
10,416
|
|
Interest expense
|
|
|
(1,174,097
|
)
|
|
|
(1,117,437
|
)
|
|
|
(1,031,241
|
)
|
Benefit from (provision for) income taxes
|
|
|
294,160
|
|
|
|
(98,984
|
)
|
|
|
(51,289
|
)
|
Income allocated to minority interest
|
|
|
(77,012
|
)
|
|
|
(37,761
|
)
|
|
|
(43,989
|
)
|
Equity in income of unconsolidated affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
287,954
|
|
|
$
|
60,096
|
|
|
$
|
63,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following reconciles segment revenues to GAAP-basis
consolidated revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Segment basis total property revenues
|
|
$
|
3,673,225
|
|
|
$
|
3,422,903
|
|
|
$
|
3,256,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated segment revenues
|
|
|
(674,824
|
)
|
|
|
(720,637
|
)
|
|
|
(653,821
|
)
|
Land sales
|
|
|
145,649
|
|
|
|
423,183
|
|
|
|
385,205
|
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
91,022
|
|
Real estate net operating income attributable to minority
interests, net of discontinued operations
|
|
|
11,167
|
|
|
|
15,036
|
|
|
|
(6,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP-basis consolidated total revenues
|
|
$
|
3,261,801
|
|
|
$
|
3,256,283
|
|
|
$
|
3,072,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-57
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The assets by segment and the reconciliation of total segment
assets to the total assets in the consolidated financial
statements at December 31, 2007 and 2006 are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
$
|
28,790,732
|
|
|
$
|
26,421,063
|
|
Master Planned Communities
|
|
|
2,176,218
|
|
|
|
2,167,971
|
|
|
|
|
|
|
|
|
|
|
Total segment assets
|
|
|
30,966,950
|
|
|
|
28,589,034
|
|
Unconsolidated Properties
|
|
|
(4,143,866
|
)
|
|
|
(4,753,634
|
)
|
Corporate and other
|
|
|
1,991,235
|
|
|
|
1,406,045
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
28,814,319
|
|
|
$
|
25,241,445
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 17
|
Pro
Forma Financial Information
|
The following pro forma financial information has been presented
as a result of the Homart I acquisition on July 6, 2007
(Note 3). The pro forma financial information is based upon
the historical financial information of GGP, excluding
discontinued operations, and the historical financial
information of the GGP/Homart I portfolio as if the acquisition
had occurred on the first day of each respective period
presented.
The following pro forma financial information does not purport
to present what actual results would have been had the Homart I
acquisition, in fact, occurred on January 1, 2007 and on
January 1, 2006, or to project our results of operations
for future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
Year Ended December 31, 2006
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
As Reported
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
As Reported
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
3,261,801
|
|
|
$
|
172,799
|
|
|
$
|
3,434,600
|
|
|
$
|
3,256,283
|
|
|
$
|
343,849
|
|
|
$
|
3,600,132
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
79,116
|
|
|
|
1,156,977
|
|
|
|
1,188,452
|
|
|
|
162,322
|
|
|
|
1,350,774
|
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
158,401
|
|
|
|
(7,691
|
)
|
|
|
150,710
|
|
|
|
114,241
|
|
|
|
(23,979
|
)
|
|
|
90,262
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
2,752
|
|
|
|
290,706
|
|
|
|
60,096
|
|
|
|
10,069
|
|
|
|
70,165
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic
|
|
|
243,992
|
|
|
|
|
|
|
|
243,992
|
|
|
|
241,222
|
|
|
|
|
|
|
|
241,222
|
|
Weighted average shares dilutive
|
|
|
244,538
|
|
|
|
|
|
|
|
244,538
|
|
|
|
242,054
|
|
|
|
|
|
|
|
242,054
|
|
Income from continuing operations per share basic
|
|
$
|
1.18
|
|
|
|
|
|
|
$
|
1.19
|
|
|
$
|
0.25
|
|
|
|
|
|
|
$
|
0.29
|
|
Income from continuing operations per share diluted
|
|
$
|
1.18
|
|
|
|
|
|
|
$
|
1.19
|
|
|
$
|
0.24
|
|
|
|
|
|
|
$
|
0.28
|
|
Pro
Forma Adjustments
The pro forma adjustments present the results of the GGP/Homart
I portfolio as if the portfolio was consolidated as of
January 1st and eliminates our share of GGP/Homart I
from the Equity in unconsolidated real estate affiliates.
F-58
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The adjustments eliminate the management fee income, net of
income taxes, earned by GGMI for various management and leasing
services provided to GGP/Homart I prior to the Homart I
acquisition. The adjustments also eliminate the management fee
expense incurred by the GGP/Homart I portfolio. The amortization
of the straight-line rent receivable is restarted as of
January 1st.
In addition, the adjustments reverse the depreciation expense
incurred prior to acquisition by the GGP/Homart I portfolio and
reflect 12 months of depreciation expense on the adjusted
basis of assets. The adjustments reflect 12 months of
amortization expense for the intangible assets, including
in-place leases and above and below market leases, recorded
during the Homart I acquisition. The adjustments also present an
estimate of 12 months of interest expense related to the
$750 million bank loan (Note 3) that was used to
fund primarily all of the initial cash purchase price. Finally,
the Homart I acquisition has no impact on Income (loss) from
discontinued operations for the years ended December 31,
2007 and 2006.
|
|
Note 18
|
Quarterly
Financial Information (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
728,788
|
|
|
$
|
740,082
|
|
|
$
|
864,258
|
|
|
$
|
928,668
|
|
Operating income
|
|
|
242,174
|
|
|
|
277,146
|
|
|
|
327,543
|
|
|
|
230,993
|
|
Income (loss) from continuing operations
|
|
|
230,194
|
|
|
|
8,392
|
|
|
|
(9,359
|
)
|
|
|
58,726
|
|
Net income (loss)
|
|
|
230,194
|
|
|
|
8,392
|
|
|
|
(9,359
|
)
|
|
|
58,726
|
|
Earnings (loss) per share from continuing operations:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Diluted
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Diluted
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Distributions declared per share
|
|
|
0.45
|
|
|
|
0.45
|
|
|
|
0.45
|
|
|
|
0.50
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
243,653
|
|
|
|
244,960
|
|
|
|
243,775
|
|
|
|
243,867
|
|
Diluted
|
|
|
244,406
|
|
|
|
245,627
|
|
|
|
243,775
|
|
|
|
244,258
|
|
F-59
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
828,619
|
|
|
$
|
709,809
|
|
|
$
|
746,031
|
|
|
$
|
971,823
|
|
Operating income
|
|
|
307,747
|
|
|
|
245,449
|
|
|
|
265,355
|
|
|
|
369,901
|
|
Income (loss) from continuing operations
|
|
|
23,014
|
|
|
|
(25,813
|
)
|
|
|
(8,161
|
)
|
|
|
71,056
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(823
|
)
|
Net income (loss)
|
|
|
23,014
|
|
|
|
(25,813
|
)
|
|
|
(8,161
|
)
|
|
|
70,233
|
|
Earnings (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Diluted
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Diluted*
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Distributions declared per share
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.45
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
240,621
|
|
|
|
241,330
|
|
|
|
241,150
|
|
|
|
241,779
|
|
Diluted
|
|
|
241,588
|
|
|
|
241,330
|
|
|
|
241,150
|
|
|
|
242,739
|
|
|
|
|
*
|
|
Earnings (loss) per share for the quarters do not add up to the
annual earnings per share due to the issuance of additional
common stock during the year.
|
F-60
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois
We have audited the consolidated financial statements of General
Growth Properties, Inc. and subsidiaries (the
Company) as of December 31, 2007 and 2006, and
for each of the three years in the period ended
December 31, 2007, and the Companys internal control
over financial reporting as of December 31, 2007, and have
issued our reports thereon dated February 26, 2008 (which
report on the consolidated financial statements expresses an
unqualified opinion and includes an explanatory paragraph
regarding the adoption of Financial Accounting Standards Board
Interpretation No. 48,
Accounting for Uncertainty in
Income Taxes
), such consolidated financial statements and
reports are included elsewhere in this
Form 10-K.
Our audits also included the consolidated financial statement
schedule of the Company listed in the Index to Consolidated
Financial Statements and Consolidated Financial Statement
Schedule on
page F-1
of this
Form 10-K.
This consolidated financial statement schedule is the
responsibility of the Companys management. Our
responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008
F-61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation (e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
Retail and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ala Moana Center
|
|
Honolulu, HI
|
|
$
|
1,500,000
|
|
|
$
|
336,229
|
|
|
$
|
473,771
|
|
|
$
|
|
|
|
$
|
125,435
|
|
|
$
|
336,229
|
|
|
$
|
599,206
|
|
|
$
|
935,435
|
|
|
$
|
148,481
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
Alameda Plaza
|
|
Pocatello, ID
|
|
|
|
|
|
|
740
|
|
|
|
2,060
|
|
|
|
|
|
|
|
13
|
|
|
|
740
|
|
|
|
2,073
|
|
|
|
2,813
|
|
|
|
283
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Anaheim Crossing
|
|
Anaheim, CA
|
|
|
|
|
|
|
|
|
|
|
1,986
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
2,015
|
|
|
|
2,015
|
|
|
|
274
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Animas Valley Mall
|
|
Farmington, NM
|
|
|
24,746
|
|
|
|
6,464
|
|
|
|
35,902
|
|
|
|
|
|
|
|
8,168
|
|
|
|
6,464
|
|
|
|
44,070
|
|
|
|
50,534
|
|
|
|
6,283
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Apache Mall
|
|
Rochester, MN
|
|
|
50,681
|
|
|
|
8,110
|
|
|
|
72,993
|
|
|
|
|
|
|
|
25,600
|
|
|
|
8,110
|
|
|
|
98,593
|
|
|
|
106,703
|
|
|
|
23,639
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Arizona Center
|
|
Phoenix, AZ
|
|
|
489
|
|
|
|
2,314
|
|
|
|
132,158
|
|
|
|
|
|
|
|
(1,654
|
)
|
|
|
2,314
|
|
|
|
130,504
|
|
|
|
132,818
|
|
|
|
18,023
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Augusta Mall
|
|
Augusta, GA
|
|
|
175,000
|
|
|
|
787
|
|
|
|
162,272
|
|
|
|
1,217
|
|
|
|
52,082
|
|
|
|
2,004
|
|
|
|
214,354
|
|
|
|
216,358
|
|
|
|
18,980
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Austin Bluffs Plaza
|
|
Colorado Springs, CO
|
|
|
2,383
|
|
|
|
1,080
|
|
|
|
3,007
|
|
|
|
|
|
|
|
225
|
|
|
|
1,080
|
|
|
|
3,232
|
|
|
|
4,312
|
|
|
|
440
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Bailey Hills Village
|
|
Eugene, OR
|
|
|
|
|
|
|
290
|
|
|
|
806
|
|
|
|
|
|
|
|
36
|
|
|
|
290
|
|
|
|
842
|
|
|
|
1,132
|
|
|
|
114
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Baybrook Mall
|
|
Friendswood, TX
|
|
|
150,868
|
|
|
|
13,300
|
|
|
|
117,163
|
|
|
|
6,853
|
|
|
|
27,555
|
|
|
|
20,153
|
|
|
|
144,718
|
|
|
|
164,871
|
|
|
|
30,523
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
Bayshore Mall
|
|
Eureka, CA
|
|
|
31,720
|
|
|
|
3,005
|
|
|
|
27,399
|
|
|
|
|
|
|
|
36,835
|
|
|
|
3,005
|
|
|
|
64,234
|
|
|
|
67,239
|
|
|
|
30,440
|
|
|
|
1986-1987
|
|
|
|
|
|
|
|
|
(e)
|
Bayside Marketplace
|
|
Miami, FL
|
|
|
62,837
|
|
|
|
|
|
|
|
177,801
|
|
|
|
|
|
|
|
2,681
|
|
|
|
|
|
|
|
180,482
|
|
|
|
180,482
|
|
|
|
26,642
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Beachwood Place
|
|
Beachwood, OH
|
|
|
244,746
|
|
|
|
18,500
|
|
|
|
319,684
|
|
|
|
|
|
|
|
33,273
|
|
|
|
18,500
|
|
|
|
352,957
|
|
|
|
371,457
|
|
|
|
30,835
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Bellis Fair
|
|
Bellingham, WA
|
|
|
63,945
|
|
|
|
7,616
|
|
|
|
47,040
|
|
|
|
(131
|
)
|
|
|
14,759
|
|
|
|
7,485
|
|
|
|
61,799
|
|
|
|
69,284
|
|
|
|
29,260
|
|
|
|
1987-1988
|
|
|
|
|
|
|
|
|
(e)
|
Birchwood Mall
|
|
Port Huron, MI
|
|
|
39,151
|
|
|
|
1,769
|
|
|
|
34,575
|
|
|
|
1,274
|
|
|
|
19,490
|
|
|
|
3,043
|
|
|
|
54,065
|
|
|
|
57,108
|
|
|
|
27,603
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
Boise Plaza
|
|
Boise, ID
|
|
|
|
|
|
|
374
|
|
|
|
1,042
|
|
|
|
|
|
|
|
112
|
|
|
|
374
|
|
|
|
1,154
|
|
|
|
1,528
|
|
|
|
152
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Boise Towne Plaza
|
|
Boise, ID
|
|
|
11,219
|
|
|
|
3,988
|
|
|
|
11,101
|
|
|
|
|
|
|
|
146
|
|
|
|
3,988
|
|
|
|
11,247
|
|
|
|
15,235
|
|
|
|
1,545
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Boise Towne Square
|
|
Boise, ID
|
|
|
74,464
|
|
|
|
23,449
|
|
|
|
131,001
|
|
|
|
1,019
|
|
|
|
29,122
|
|
|
|
24,468
|
|
|
|
160,123
|
|
|
|
184,591
|
|
|
|
21,703
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Burlington Town Center
|
|
Burlington, VT
|
|
|
31,586
|
|
|
|
1,637
|
|
|
|
32,798
|
|
|
|
2,597
|
|
|
|
20,275
|
|
|
|
4,234
|
|
|
|
53,073
|
|
|
|
57,307
|
|
|
|
4,416
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Cache Valley Mall
|
|
Logan, UT
|
|
|
|
|
|
|
3,875
|
|
|
|
22,047
|
|
|
|
|
|
|
|
9,011
|
|
|
|
3,875
|
|
|
|
31,058
|
|
|
|
34,933
|
|
|
|
4,228
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Cache Valley Marketplace
|
|
Logan, UT
|
|
|
|
|
|
|
1,500
|
|
|
|
1,583
|
|
|
|
1,639
|
|
|
|
5,136
|
|
|
|
3,139
|
|
|
|
6,719
|
|
|
|
9,858
|
|
|
|
450
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Capital Mall
|
|
Jefferson City, MO
|
|
|
20,710
|
|
|
|
4,200
|
|
|
|
14,201
|
|
|
|
(287
|
)
|
|
|
10,795
|
|
|
|
3,913
|
|
|
|
24,996
|
|
|
|
28,909
|
|
|
|
11,193
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Century Plaza
|
|
Birmingham, AL
|
|
|
|
|
|
|
3,164
|
|
|
|
28,514
|
|
|
|
|
|
|
|
5,911
|
|
|
|
3,164
|
|
|
|
34,425
|
|
|
|
37,589
|
|
|
|
10,780
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Chapel Hills Mall
|
|
Colorado Springs, CO
|
|
|
118,203
|
|
|
|
4,300
|
|
|
|
34,017
|
|
|
|
|
|
|
|
71,251
|
|
|
|
4,300
|
|
|
|
105,268
|
|
|
|
109,568
|
|
|
|
34,441
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Chico Mall
|
|
Chico, CA
|
|
|
58,314
|
|
|
|
16,958
|
|
|
|
45,628
|
|
|
|
|
|
|
|
3,476
|
|
|
|
16,958
|
|
|
|
49,104
|
|
|
|
66,062
|
|
|
|
5,585
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Coastland Center
|
|
Naples, FL
|
|
|
99,060
|
|
|
|
11,450
|
|
|
|
103,050
|
|
|
|
|
|
|
|
49,605
|
|
|
|
11,450
|
|
|
|
152,655
|
|
|
|
164,105
|
|
|
|
29,932
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Collin Creek
|
|
Plano, TX
|
|
|
72,785
|
|
|
|
26,250
|
|
|
|
122,991
|
|
|
|
|
|
|
|
(1,613
|
)
|
|
|
26,250
|
|
|
|
121,378
|
|
|
|
147,628
|
|
|
|
11,594
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Colony Square Mall
|
|
Zanesville, OH
|
|
|
|
|
|
|
1,000
|
|
|
|
24,500
|
|
|
|
597
|
|
|
|
24,927
|
|
|
|
1,597
|
|
|
|
49,427
|
|
|
|
51,024
|
|
|
|
24,166
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Columbia Mall
|
|
Columbia, MO
|
|
|
90,000
|
|
|
|
5,383
|
|
|
|
19,663
|
|
|
|
|
|
|
|
29,900
|
|
|
|
5,383
|
|
|
|
49,563
|
|
|
|
54,946
|
|
|
|
24,667
|
|
|
|
1984-1985
|
|
|
|
|
|
|
|
|
(e)
|
Coral Ridge Mall
|
|
Coralville, IA
|
|
|
100,658
|
|
|
|
3,364
|
|
|
|
64,218
|
|
|
|
49
|
|
|
|
21,961
|
|
|
|
3,413
|
|
|
|
86,179
|
|
|
|
89,592
|
|
|
|
26,916
|
|
|
|
1998-1999
|
|
|
|
|
|
|
|
|
(e)
|
Coronado Center
|
|
Albuquerque, NM
|
|
|
172,575
|
|
|
|
33,072
|
|
|
|
148,799
|
|
|
|
|
|
|
|
1,158
|
|
|
|
33,072
|
|
|
|
149,957
|
|
|
|
183,029
|
|
|
|
20,542
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Cottonwood Mall
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
7,613
|
|
|
|
42,987
|
|
|
|
|
|
|
|
(27,324
|
)
|
|
|
7,613
|
|
|
|
15,663
|
|
|
|
23,276
|
|
|
|
2,012
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Cottonwood Square
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
1,558
|
|
|
|
4,339
|
|
|
|
|
|
|
|
218
|
|
|
|
1,558
|
|
|
|
4,557
|
|
|
|
6,115
|
|
|
|
612
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Country Hills Plaza
|
|
Ogden, UT
|
|
|
13,759
|
|
|
|
3,620
|
|
|
|
9,080
|
|
|
|
|
|
|
|
887
|
|
|
|
3,620
|
|
|
|
9,967
|
|
|
|
13,587
|
|
|
|
1,304
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Crossroads Center
|
|
St. Cloud, MN
|
|
|
86,433
|
|
|
|
10,813
|
|
|
|
72,203
|
|
|
|
2,393
|
|
|
|
40,050
|
|
|
|
13,206
|
|
|
|
112,253
|
|
|
|
125,459
|
|
|
|
19,347
|
|
|
|
|
|
|
|
2000
|
|
|
|
|
(e)
|
Cumberland Mall
|
|
Atlanta, GA
|
|
|
160,278
|
|
|
|
15,199
|
|
|
|
136,787
|
|
|
|
10,042
|
|
|
|
68,018
|
|
|
|
25,241
|
|
|
|
204,805
|
|
|
|
230,046
|
|
|
|
38,161
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Division Crossing
|
|
Portland, OR
|
|
|
5,492
|
|
|
|
1,773
|
|
|
|
4,935
|
|
|
|
|
|
|
|
421
|
|
|
|
1,773
|
|
|
|
5,356
|
|
|
|
7,129
|
|
|
|
726
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Eagle Ridge Mall
|
|
Lake Wales, FL
|
|
|
48,555
|
|
|
|
7,620
|
|
|
|
49,561
|
|
|
|
|
|
|
|
18,555
|
|
|
|
7,620
|
|
|
|
68,116
|
|
|
|
75,736
|
|
|
|
23,818
|
|
|
|
1995-1996
|
|
|
|
|
|
|
|
|
(e)
|
Eastridge Mall
|
|
Casper, WY
|
|
|
40,069
|
|
|
|
6,171
|
|
|
|
34,384
|
|
|
|
(79
|
)
|
|
|
6,720
|
|
|
|
6,092
|
|
|
|
41,104
|
|
|
|
47,196
|
|
|
|
5,702
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Eastridge Mall
|
|
San Jose, CA
|
|
|
170,000
|
|
|
|
36,724
|
|
|
|
178,018
|
|
|
|
|
|
|
|
15,100
|
|
|
|
36,724
|
|
|
|
193,118
|
|
|
|
229,842
|
|
|
|
17,477
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
(e)
|
Eden Prairie Center
|
|
Eden Prairie, MN
|
|
|
81,908
|
|
|
|
465
|
|
|
|
19,024
|
|
|
|
28
|
|
|
|
122,215
|
|
|
|
493
|
|
|
|
141,239
|
|
|
|
141,732
|
|
|
|
37,576
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Fallbrook Center
|
|
West Hills, CA
|
|
|
85,000
|
|
|
|
6,117
|
|
|
|
10,077
|
|
|
|
10
|
|
|
|
101,730
|
|
|
|
6,127
|
|
|
|
111,807
|
|
|
|
117,934
|
|
|
|
45,329
|
|
|
|
|
|
|
|
1984
|
|
|
|
|
(e)
|
Faneuil Hall Marketplace
|
|
Boston, MD
|
|
|
95,928
|
|
|
|
|
|
|
|
122,098
|
|
|
|
|
|
|
|
689
|
|
|
|
|
|
|
|
122,787
|
|
|
|
122,787
|
|
|
|
15,586
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fashion Place
|
|
Murray, UT
|
|
|
147,510
|
|
|
|
21,604
|
|
|
|
206,484
|
|
|
|
|
|
|
|
7,800
|
|
|
|
21,604
|
|
|
|
214,284
|
|
|
|
235,888
|
|
|
|
20,329
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fashion Show
|
|
Las Vegas, NV
|
|
|
358,998
|
|
|
|
523,650
|
|
|
|
602,288
|
|
|
|
|
|
|
|
11,163
|
|
|
|
523,650
|
|
|
|
613,451
|
|
|
|
1,137,101
|
|
|
|
67,078
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Foothills Mall
|
|
Fort Collins, CO
|
|
|
42,323
|
|
|
|
8,031
|
|
|
|
96,642
|
|
|
|
2,544
|
|
|
|
8,279
|
|
|
|
10,575
|
|
|
|
104,921
|
|
|
|
115,496
|
|
|
|
12,397
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Fort Union
|
|
Midvale, UT
|
|
|
2,867
|
|
|
|
|
|
|
|
3,842
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
3,866
|
|
|
|
3,866
|
|
|
|
539
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Four Seasons Town Centre
|
|
Greensboro, NC
|
|
|
103,795
|
|
|
|
27,231
|
|
|
|
141,978
|
|
|
|
|
|
|
|
4,942
|
|
|
|
27,231
|
|
|
|
146,920
|
|
|
|
174,151
|
|
|
|
16,883
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fox River Mall
|
|
Appleton, WI
|
|
|
195,000
|
|
|
|
2,701
|
|
|
|
18,291
|
|
|
|
2,086
|
|
|
|
65,445
|
|
|
|
4,787
|
|
|
|
83,736
|
|
|
|
88,523
|
|
|
|
36,399
|
|
|
|
1983-1984
|
|
|
|
|
|
|
|
|
(e)
|
Fremont Plaza
|
|
Las Vegas, NV
|
|
|
|
|
|
|
|
|
|
|
3,956
|
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
|
4,276
|
|
|
|
4,276
|
|
|
|
559
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Gateway Crossing Shopping Center
|
|
Bountiful, UT
|
|
|
15,649
|
|
|
|
4,104
|
|
|
|
11,422
|
|
|
|
|
|
|
|
996
|
|
|
|
4,104
|
|
|
|
12,418
|
|
|
|
16,522
|
|
|
|
1,737
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Gateway Mall
|
|
Springfield, OR
|
|
|
40,588
|
|
|
|
8,728
|
|
|
|
34,707
|
|
|
|
|
|
|
|
38,249
|
|
|
|
8,728
|
|
|
|
72,956
|
|
|
|
81,684
|
|
|
|
31,297
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
Gateway Overlook
|
|
Baltimore, MD
|
|
|
55,000
|
|
|
|
|
|
|
|
31,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,679
|
|
|
|
31,679
|
|
|
|
285
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
(e)
|
F-62
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenbrook Square
|
|
Fort Wayne, IN
|
|
|
181,297
|
|
|
|
30,414
|
|
|
|
195,896
|
|
|
|
50
|
|
|
|
11,749
|
|
|
|
30,464
|
|
|
|
207,645
|
|
|
|
238,109
|
|
|
|
23,329
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Governors Square
|
|
Tallahassee, FL
|
|
|
63,172
|
|
|
|
|
|
|
|
121,482
|
|
|
|
|
|
|
|
4,794
|
|
|
|
|
|
|
|
126,276
|
|
|
|
126,276
|
|
|
|
14,999
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Grand Teton Mall
|
|
Idaho Falls, ID
|
|
|
26,514
|
|
|
|
6,973
|
|
|
|
44,030
|
|
|
|
|
|
|
|
11,114
|
|
|
|
6,973
|
|
|
|
55,144
|
|
|
|
62,117
|
|
|
|
7,211
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Grand Teton Plaza
|
|
Idaho Falls, ID
|
|
|
|
|
|
|
2,349
|
|
|
|
7,336
|
|
|
|
|
|
|
|
588
|
|
|
|
2,349
|
|
|
|
7,924
|
|
|
|
10,273
|
|
|
|
739
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Grand Traverse Mall
|
|
Traverse City, MI
|
|
|
87,188
|
|
|
|
3,534
|
|
|
|
20,776
|
|
|
|
|
|
|
|
30,138
|
|
|
|
3,534
|
|
|
|
50,914
|
|
|
|
54,448
|
|
|
|
25,522
|
|
|
|
1990-1991
|
|
|
|
|
|
|
|
|
(e)
|
Greenwood Mall
|
|
Bowling Green, KY
|
|
|
45,569
|
|
|
|
3,200
|
|
|
|
40,202
|
|
|
|
187
|
|
|
|
35,916
|
|
|
|
3,387
|
|
|
|
76,118
|
|
|
|
79,505
|
|
|
|
29,966
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Halsey Crossing
|
|
Gresham, OR
|
|
|
2,688
|
|
|
|
|
|
|
|
4,363
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
4,477
|
|
|
|
4,477
|
|
|
|
627
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Harborplace
|
|
Baltimore, MD
|
|
|
50,000
|
|
|
|
|
|
|
|
54,308
|
|
|
|
|
|
|
|
11,092
|
|
|
|
|
|
|
|
65,400
|
|
|
|
65,400
|
|
|
|
9,350
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Hulen Mall
|
|
Fort Worth, TX
|
|
|
115,661
|
|
|
|
8,910
|
|
|
|
153,894
|
|
|
|
|
|
|
|
2,826
|
|
|
|
8,910
|
|
|
|
156,720
|
|
|
|
165,630
|
|
|
|
17,011
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Jordan Creek Town Center
|
|
West Des Moines, IA
|
|
|
190,375
|
|
|
|
18,142
|
|
|
|
166,143
|
|
|
|
|
|
|
|
12,061
|
|
|
|
18,142
|
|
|
|
178,204
|
|
|
|
196,346
|
|
|
|
24,694
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
(e)
|
Knollwood Mall
|
|
St. Louis Park, MN
|
|
|
40,771
|
|
|
|
|
|
|
|
9,748
|
|
|
|
7,026
|
|
|
|
41,743
|
|
|
|
7,026
|
|
|
|
51,491
|
|
|
|
58,517
|
|
|
|
23,615
|
|
|
|
|
|
|
|
1978
|
|
|
|
|
(e)
|
Lakeside Mall
|
|
Sterling Heights, MI
|
|
|
185,116
|
|
|
|
35,860
|
|
|
|
369,639
|
|
|
|
|
|
|
|
4,887
|
|
|
|
35,860
|
|
|
|
374,526
|
|
|
|
410,386
|
|
|
|
37,247
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Lakeview Square
|
|
Battle Creek, MI
|
|
|
42,094
|
|
|
|
3,579
|
|
|
|
32,210
|
|
|
|
|
|
|
|
19,291
|
|
|
|
3,579
|
|
|
|
51,501
|
|
|
|
55,080
|
|
|
|
16,024
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Landmark Mall
|
|
Alexandria, VA
|
|
|
|
|
|
|
28,396
|
|
|
|
67,235
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
28,396
|
|
|
|
67,085
|
|
|
|
95,481
|
|
|
|
17,903
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Lansing Mall
|
|
Lansing, MI
|
|
|
25,536
|
|
|
|
6,978
|
|
|
|
62,800
|
|
|
|
4,518
|
|
|
|
46,672
|
|
|
|
11,496
|
|
|
|
109,472
|
|
|
|
120,968
|
|
|
|
31,183
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Lincolnshire Commons
|
|
Lincolnshire, IL
|
|
|
28,000
|
|
|
|
10,784
|
|
|
|
9,441
|
|
|
|
|
|
|
|
18,646
|
|
|
|
10,784
|
|
|
|
28,087
|
|
|
|
38,871
|
|
|
|
1,514
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
(e)
|
Lockport Mall
|
|
Lockport, NY
|
|
|
|
|
|
|
800
|
|
|
|
10,000
|
|
|
|
|
|
|
|
4,228
|
|
|
|
800
|
|
|
|
14,228
|
|
|
|
15,028
|
|
|
|
8,110
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
|
242,284
|
|
|
|
33,698
|
|
|
|
229,433
|
|
|
|
|
|
|
|
4,574
|
|
|
|
33,698
|
|
|
|
234,007
|
|
|
|
267,705
|
|
|
|
28,975
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Mall At Sierra Vista
|
|
Sierra Vista, AZ
|
|
|
|
|
|
|
3,652
|
|
|
|
20,450
|
|
|
|
|
|
|
|
3,423
|
|
|
|
3,652
|
|
|
|
23,873
|
|
|
|
27,525
|
|
|
|
3,360
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Mall Of Louisiana
|
|
Baton Rouge, LA
|
|
|
238,000
|
|
|
|
24,591
|
|
|
|
246,452
|
|
|
|
|
|
|
|
30,425
|
|
|
|
24,591
|
|
|
|
276,877
|
|
|
|
301,468
|
|
|
|
26,962
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mall Of The Bluffs
|
|
Council Bluffs, IA
|
|
|
39,151
|
|
|
|
1,860
|
|
|
|
24,016
|
|
|
|
35
|
|
|
|
24,942
|
|
|
|
1,895
|
|
|
|
48,958
|
|
|
|
50,853
|
|
|
|
25,228
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
Mall St. Matthews
|
|
Louisville, KY
|
|
|
148,207
|
|
|
|
|
|
|
|
176,583
|
|
|
|
|
|
|
|
7,974
|
|
|
|
|
|
|
|
184,557
|
|
|
|
184,557
|
|
|
|
21,640
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mall St. Vincent
|
|
Shreveport, LA
|
|
|
49,000
|
|
|
|
2,640
|
|
|
|
23,760
|
|
|
|
|
|
|
|
9,802
|
|
|
|
2,640
|
|
|
|
33,562
|
|
|
|
36,202
|
|
|
|
9,966
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Market Place Shopping Center
|
|
Champaign, IL
|
|
|
106,000
|
|
|
|
7,000
|
|
|
|
63,972
|
|
|
|
|
|
|
|
54,597
|
|
|
|
7,000
|
|
|
|
118,569
|
|
|
|
125,569
|
|
|
|
33,820
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Mayfair Mall
|
|
Wauwatosa, WI
|
|
|
181,314
|
|
|
|
14,707
|
|
|
|
224,847
|
|
|
|
|
|
|
|
35,713
|
|
|
|
14,707
|
|
|
|
260,560
|
|
|
|
275,267
|
|
|
|
57,034
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Meadows Mall
|
|
Las Vegas, NV
|
|
|
105,193
|
|
|
|
24,634
|
|
|
|
104,088
|
|
|
|
(3,259
|
)
|
|
|
17,589
|
|
|
|
21,375
|
|
|
|
121,677
|
|
|
|
143,052
|
|
|
|
27,012
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Metro Plaza
|
|
Baltimore, MD
|
|
|
|
|
|
|
1,050
|
|
|
|
10,340
|
|
|
|
271
|
|
|
|
2,043
|
|
|
|
1,321
|
|
|
|
12,383
|
|
|
|
13,704
|
|
|
|
2,088
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mondawmin Mall
|
|
Baltimore, MD
|
|
|
|
|
|
|
10,800
|
|
|
|
47,531
|
|
|
|
|
|
|
|
1,265
|
|
|
|
10,800
|
|
|
|
48,796
|
|
|
|
59,596
|
|
|
|
8,497
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
North Plains Mall
|
|
Clovis, NM
|
|
|
|
|
|
|
2,722
|
|
|
|
15,048
|
|
|
|
|
|
|
|
3,404
|
|
|
|
2,722
|
|
|
|
18,452
|
|
|
|
21,174
|
|
|
|
2,877
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
North Star Mall
|
|
San Antonio, TX
|
|
|
238,619
|
|
|
|
29,230
|
|
|
|
467,961
|
|
|
|
3,791
|
|
|
|
34,678
|
|
|
|
33,021
|
|
|
|
502,639
|
|
|
|
535,660
|
|
|
|
46,222
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
North Temple Shops
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
168
|
|
|
|
468
|
|
|
|
|
|
|
|
6
|
|
|
|
168
|
|
|
|
474
|
|
|
|
642
|
|
|
|
65
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
North Town Mall
|
|
Spokane, WA
|
|
|
74,443
|
|
|
|
22,407
|
|
|
|
125,033
|
|
|
|
|
|
|
|
6,331
|
|
|
|
22,407
|
|
|
|
131,364
|
|
|
|
153,771
|
|
|
|
19,155
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Northgate Mall
|
|
Chattanooga, TN
|
|
|
45,812
|
|
|
|
2,525
|
|
|
|
43,944
|
|
|
|
|
|
|
|
8,371
|
|
|
|
2,525
|
|
|
|
52,315
|
|
|
|
54,840
|
|
|
|
13,108
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Northridge Fashion Center
|
|
Northridge, CA
|
|
|
129,315
|
|
|
|
16,618
|
|
|
|
149,563
|
|
|
|
248
|
|
|
|
38,187
|
|
|
|
16,866
|
|
|
|
187,750
|
|
|
|
204,616
|
|
|
|
47,535
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Oak View Mall
|
|
Omaha, NE
|
|
|
116,974
|
|
|
|
12,056
|
|
|
|
113,042
|
|
|
|
|
|
|
|
5,823
|
|
|
|
12,056
|
|
|
|
118,865
|
|
|
|
130,921
|
|
|
|
23,273
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Oakwood Center
|
|
Gretna, LA
|
|
|
95,000
|
|
|
|
2,830
|
|
|
|
137,574
|
|
|
|
1,532
|
|
|
|
17,488
|
|
|
|
4,362
|
|
|
|
155,062
|
|
|
|
159,424
|
|
|
|
18,393
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Oakwood Mall
|
|
Eau Claire, WI
|
|
|
52,201
|
|
|
|
3,267
|
|
|
|
18,281
|
|
|
|
|
|
|
|
28,505
|
|
|
|
3,267
|
|
|
|
46,786
|
|
|
|
50,053
|
|
|
|
25,557
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
Oglethorpe Mall
|
|
Savannah, GA
|
|
|
144,628
|
|
|
|
16,036
|
|
|
|
92,978
|
|
|
|
|
|
|
|
7,971
|
|
|
|
16,036
|
|
|
|
100,949
|
|
|
|
116,985
|
|
|
|
23,868
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Orem Plaza Center Street
|
|
Orem, UT
|
|
|
2,562
|
|
|
|
1,069
|
|
|
|
2,974
|
|
|
|
|
|
|
|
2,383
|
|
|
|
1,069
|
|
|
|
5,357
|
|
|
|
6,426
|
|
|
|
483
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Orem Plaza State Street
|
|
Orem, UT
|
|
|
1,586
|
|
|
|
592
|
|
|
|
1,649
|
|
|
|
|
|
|
|
157
|
|
|
|
592
|
|
|
|
1,806
|
|
|
|
2,398
|
|
|
|
233
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Oviedo Marketplace
|
|
Orlando, FL
|
|
|
52,976
|
|
|
|
24,017
|
|
|
|
23,958
|
|
|
|
(2,045
|
)
|
|
|
762
|
|
|
|
21,972
|
|
|
|
24,720
|
|
|
|
46,692
|
|
|
|
8,988
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Owings Mills Mall
|
|
Owing Mills, MD
|
|
|
101,951
|
|
|
|
27,534
|
|
|
|
173,005
|
|
|
|
(6,208
|
)
|
|
|
3,895
|
|
|
|
21,326
|
|
|
|
176,900
|
|
|
|
198,226
|
|
|
|
21,723
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Oxmoor Center
|
|
Louisville, KY
|
|
|
62,287
|
|
|
|
|
|
|
|
131,434
|
|
|
|
|
|
|
|
6,261
|
|
|
|
|
|
|
|
137,695
|
|
|
|
137,695
|
|
|
|
11,332
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Paramus Park
|
|
Paramus, NJ
|
|
|
106,461
|
|
|
|
47,660
|
|
|
|
182,124
|
|
|
|
|
|
|
|
6,466
|
|
|
|
47,660
|
|
|
|
188,590
|
|
|
|
236,250
|
|
|
|
19,230
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Park City Center
|
|
Lancaster, PA
|
|
|
152,935
|
|
|
|
8,465
|
|
|
|
177,191
|
|
|
|
(276
|
)
|
|
|
35,644
|
|
|
|
8,189
|
|
|
|
212,835
|
|
|
|
221,024
|
|
|
|
43,860
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Park Place
|
|
Tucson, AZ
|
|
|
180,593
|
|
|
|
4,996
|
|
|
|
44,993
|
|
|
|
(280
|
)
|
|
|
113,579
|
|
|
|
4,716
|
|
|
|
158,572
|
|
|
|
163,288
|
|
|
|
39,210
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Peachtree Mall
|
|
Columbus, GA
|
|
|
91,593
|
|
|
|
22,052
|
|
|
|
67,679
|
|
|
|
|
|
|
|
5,641
|
|
|
|
22,052
|
|
|
|
73,320
|
|
|
|
95,372
|
|
|
|
10,891
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Pecanland Mall
|
|
Monroe, LA
|
|
|
60,156
|
|
|
|
10,101
|
|
|
|
68,329
|
|
|
|
297
|
|
|
|
14,145
|
|
|
|
10,398
|
|
|
|
82,474
|
|
|
|
92,872
|
|
|
|
12,832
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Piedmont Mall
|
|
Danville, VA
|
|
|
34,492
|
|
|
|
2,000
|
|
|
|
38,000
|
|
|
|
|
|
|
|
10,461
|
|
|
|
2,000
|
|
|
|
48,461
|
|
|
|
50,461
|
|
|
|
16,177
|
|
|
|
|
|
|
|
1995
|
|
|
|
|
(e)
|
Pierre Bossier Mall
|
|
Bossier City, LA
|
|
|
36,335
|
|
|
|
4,367
|
|
|
|
35,353
|
|
|
|
|
|
|
|
10,674
|
|
|
|
4,367
|
|
|
|
46,027
|
|
|
|
50,394
|
|
|
|
12,210
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Pine Ridge Mall
|
|
Pocatello, ID
|
|
|
27,015
|
|
|
|
4,905
|
|
|
|
27,349
|
|
|
|
|
|
|
|
6,548
|
|
|
|
4,905
|
|
|
|
33,897
|
|
|
|
38,802
|
|
|
|
5,047
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Pioneer Place
|
|
Portland, OR
|
|
|
169,552
|
|
|
|
10,805
|
|
|
|
209,965
|
|
|
|
|
|
|
|
967
|
|
|
|
10,805
|
|
|
|
210,932
|
|
|
|
221,737
|
|
|
|
21,505
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Plaza 800
|
|
Sparks, NV
|
|
|
|
|
|
|
|
|
|
|
5,430
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
5,461
|
|
|
|
5,461
|
|
|
|
680
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Plaza 9400
|
|
Sandy, UT
|
|
|
|
|
|
|
|
|
|
|
9,114
|
|
|
|
|
|
|
|
192
|
|
|
|
|
|
|
|
9,306
|
|
|
|
9,306
|
|
|
|
1,290
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Prince Kuhio Plaza
|
|
Hilo, HI
|
|
|
38,957
|
|
|
|
9
|
|
|
|
42,710
|
|
|
|
|
|
|
|
1,959
|
|
|
|
9
|
|
|
|
44,669
|
|
|
|
44,678
|
|
|
|
10,149
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
F-63
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Providence Place
|
|
Providence, RI
|
|
|
422,801
|
|
|
|
|
|
|
|
502,809
|
|
|
|
|
|
|
|
6,617
|
|
|
|
|
|
|
|
509,426
|
|
|
|
509,426
|
|
|
|
57,537
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Provo Towne Centre
|
|
Provo, UT
|
|
|
49,020
|
|
|
|
13,486
|
|
|
|
74,587
|
|
|
|
|
|
|
|
1,669
|
|
|
|
13,486
|
|
|
|
76,256
|
|
|
|
89,742
|
|
|
|
11,648
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Red Cliffs Mall
|
|
St. George, UT
|
|
|
25,677
|
|
|
|
1,880
|
|
|
|
26,561
|
|
|
|
|
|
|
|
3,489
|
|
|
|
1,880
|
|
|
|
30,050
|
|
|
|
31,930
|
|
|
|
4,569
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Red Cliffs Plaza
|
|
St. George, UT
|
|
|
|
|
|
|
|
|
|
|
2,366
|
|
|
|
|
|
|
|
370
|
|
|
|
|
|
|
|
2,736
|
|
|
|
2,736
|
|
|
|
373
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Regency Square Mall
|
|
Jacksonville, FL
|
|
|
96,855
|
|
|
|
16,498
|
|
|
|
148,478
|
|
|
|
1,386
|
|
|
|
21,044
|
|
|
|
17,884
|
|
|
|
169,522
|
|
|
|
187,406
|
|
|
|
40,313
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Ridgedale Center
|
|
Minnetonka, MN
|
|
|
182,390
|
|
|
|
10,710
|
|
|
|
272,607
|
|
|
|
|
|
|
|
15,787
|
|
|
|
10,710
|
|
|
|
288,394
|
|
|
|
299,104
|
|
|
|
27,114
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Rio West Mall
|
|
Gallup, NM
|
|
|
|
|
|
|
|
|
|
|
19,500
|
|
|
|
|
|
|
|
7,391
|
|
|
|
|
|
|
|
26,891
|
|
|
|
26,891
|
|
|
|
13,738
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
River Falls Mall
|
|
Clarksville, IN
|
|
|
|
|
|
|
3,178
|
|
|
|
54,610
|
|
|
|
3,703
|
|
|
|
85,781
|
|
|
|
6,881
|
|
|
|
140,391
|
|
|
|
147,272
|
|
|
|
40,120
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
River Hills Mall
|
|
Mankato, MN
|
|
|
80,000
|
|
|
|
3,714
|
|
|
|
29,014
|
|
|
|
993
|
|
|
|
43,690
|
|
|
|
4,707
|
|
|
|
72,704
|
|
|
|
77,411
|
|
|
|
27,068
|
|
|
|
1990-1991
|
|
|
|
|
|
|
|
|
(e)
|
River Pointe Plaza
|
|
West Jordan, UT
|
|
|
3,969
|
|
|
|
1,302
|
|
|
|
3,623
|
|
|
|
|
|
|
|
510
|
|
|
|
1,302
|
|
|
|
4,133
|
|
|
|
5,435
|
|
|
|
531
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Riverlands Shopping Center
|
|
LaPlace, LA
|
|
|
|
|
|
|
500
|
|
|
|
4,500
|
|
|
|
601
|
|
|
|
5,667
|
|
|
|
1,101
|
|
|
|
10,167
|
|
|
|
11,268
|
|
|
|
1,863
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Riverside Plaza
|
|
Provo, UT
|
|
|
5,680
|
|
|
|
2,475
|
|
|
|
6,890
|
|
|
|
|
|
|
|
2,132
|
|
|
|
2,475
|
|
|
|
9,022
|
|
|
|
11,497
|
|
|
|
1,293
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Rivertown Crossings
|
|
Grandville, MI
|
|
|
120,508
|
|
|
|
10,973
|
|
|
|
97,142
|
|
|
|
(3,747
|
)
|
|
|
50,076
|
|
|
|
7,226
|
|
|
|
147,218
|
|
|
|
154,444
|
|
|
|
39,915
|
|
|
|
1998-1999
|
|
|
|
|
|
|
|
|
(e)
|
Riverwalk Marketplace
|
|
New Orleans, LA
|
|
|
|
|
|
|
|
|
|
|
94,513
|
|
|
|
|
|
|
|
(4,618
|
)
|
|
|
|
|
|
|
89,895
|
|
|
|
89,895
|
|
|
|
6,826
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Rogue Valley Mall
|
|
Medford, OR
|
|
|
26,847
|
|
|
|
21,913
|
|
|
|
36,392
|
|
|
|
(95
|
)
|
|
|
5,715
|
|
|
|
21,818
|
|
|
|
42,107
|
|
|
|
63,925
|
|
|
|
6,147
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Saint Louis Galleria
|
|
St. Louis, MO
|
|
|
242,913
|
|
|
|
36,774
|
|
|
|
184,645
|
|
|
|
(545
|
)
|
|
|
23,855
|
|
|
|
36,229
|
|
|
|
208,500
|
|
|
|
244,729
|
|
|
|
24,810
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Salem Center
|
|
Salem, OR
|
|
|
25,630
|
|
|
|
6,966
|
|
|
|
38,976
|
|
|
|
|
|
|
|
2,038
|
|
|
|
6,966
|
|
|
|
41,014
|
|
|
|
47,980
|
|
|
|
6,038
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Sikes Senter
|
|
Wichita Falls, TX
|
|
|
62,723
|
|
|
|
12,759
|
|
|
|
50,567
|
|
|
|
|
|
|
|
3,460
|
|
|
|
12,759
|
|
|
|
54,027
|
|
|
|
66,786
|
|
|
|
9,259
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Silver Lake Mall
|
|
Coeur dAlene, ID
|
|
|
|
|
|
|
4,448
|
|
|
|
24,801
|
|
|
|
|
|
|
|
1,520
|
|
|
|
4,448
|
|
|
|
26,321
|
|
|
|
30,769
|
|
|
|
3,754
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Sooner Mall
|
|
Norman, OK
|
|
|
60,000
|
|
|
|
2,700
|
|
|
|
24,300
|
|
|
|
(119
|
)
|
|
|
20,496
|
|
|
|
2,581
|
|
|
|
44,796
|
|
|
|
47,377
|
|
|
|
13,698
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
South Street Seaport
|
|
New York, NY
|
|
|
|
|
|
|
|
|
|
|
10,872
|
|
|
|
|
|
|
|
1,329
|
|
|
|
|
|
|
|
12,201
|
|
|
|
12,201
|
|
|
|
8,099
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Southlake Mall
|
|
Morrow, GA
|
|
|
100,000
|
|
|
|
6,700
|
|
|
|
60,407
|
|
|
|
|
|
|
|
14,294
|
|
|
|
6,700
|
|
|
|
74,701
|
|
|
|
81,401
|
|
|
|
21,469
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Southland Center
|
|
Taylor, MI
|
|
|
111,310
|
|
|
|
7,690
|
|
|
|
99,376
|
|
|
|
|
|
|
|
(769
|
)
|
|
|
7,690
|
|
|
|
98,607
|
|
|
|
106,297
|
|
|
|
7,087
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Southland Mall
|
|
Hayward, CA
|
|
|
83,662
|
|
|
|
13,921
|
|
|
|
75,126
|
|
|
|
200
|
|
|
|
16,745
|
|
|
|
14,121
|
|
|
|
91,871
|
|
|
|
105,992
|
|
|
|
12,318
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Southshore Mall
|
|
Aberdeen, WA
|
|
|
|
|
|
|
650
|
|
|
|
15,350
|
|
|
|
|
|
|
|
5,699
|
|
|
|
650
|
|
|
|
21,049
|
|
|
|
21,699
|
|
|
|
11,868
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Southwest Plaza
|
|
Littleton, CO
|
|
|
74,541
|
|
|
|
9,000
|
|
|
|
103,984
|
|
|
|
542
|
|
|
|
40,326
|
|
|
|
9,542
|
|
|
|
144,310
|
|
|
|
153,852
|
|
|
|
33,185
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Spokane Valley Mall
|
|
Spokane, WA
|
|
|
38,056
|
|
|
|
11,455
|
|
|
|
67,046
|
|
|
|
|
|
|
|
1,425
|
|
|
|
11,455
|
|
|
|
68,471
|
|
|
|
79,926
|
|
|
|
9,760
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Spokane Valley Plaza
|
|
Spokane, WA
|
|
|
|
|
|
|
3,558
|
|
|
|
10,150
|
|
|
|
|
|
|
|
79
|
|
|
|
3,558
|
|
|
|
10,229
|
|
|
|
13,787
|
|
|
|
1,392
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Spring Hill Mall
|
|
West Dundee, IL
|
|
|
79,717
|
|
|
|
12,400
|
|
|
|
111,644
|
|
|
|
|
|
|
|
20,019
|
|
|
|
12,400
|
|
|
|
131,663
|
|
|
|
144,063
|
|
|
|
32,038
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Staten Island Mall
|
|
Staten Island, NY
|
|
|
290,708
|
|
|
|
222,710
|
|
|
|
339,102
|
|
|
|
|
|
|
|
8,708
|
|
|
|
222,710
|
|
|
|
347,810
|
|
|
|
570,520
|
|
|
|
37,960
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Stonestown Galleria
|
|
San Francisco, CA
|
|
|
273,000
|
|
|
|
67,000
|
|
|
|
246,272
|
|
|
|
|
|
|
|
8,481
|
|
|
|
67,000
|
|
|
|
254,753
|
|
|
|
321,753
|
|
|
|
22,513
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
The Boulevard Mall
|
|
Las Vegas, NV
|
|
|
110,781
|
|
|
|
16,490
|
|
|
|
148,413
|
|
|
|
(1,135
|
)
|
|
|
14,181
|
|
|
|
15,355
|
|
|
|
162,594
|
|
|
|
177,949
|
|
|
|
39,005
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
The Crossroads
|
|
Portage, MI
|
|
|
40,741
|
|
|
|
6,800
|
|
|
|
61,200
|
|
|
|
|
|
|
|
23,280
|
|
|
|
6,800
|
|
|
|
84,480
|
|
|
|
91,280
|
|
|
|
18,632
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
The Gallery At Harborplace
|
|
Baltimore, MD
|
|
|
102,978
|
|
|
|
17,912
|
|
|
|
174,410
|
|
|
|
|
|
|
|
2,417
|
|
|
|
17,912
|
|
|
|
176,827
|
|
|
|
194,739
|
|
|
|
15,079
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Grand Canal Shoppes
|
|
Las Vegas, NV
|
|
|
403,708
|
|
|
|
|
|
|
|
766,232
|
|
|
|
|
|
|
|
14,768
|
|
|
|
|
|
|
|
781,000
|
|
|
|
781,000
|
|
|
|
74,223
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Maine Mall
|
|
South Portland, ME
|
|
|
221,354
|
|
|
|
41,374
|
|
|
|
238,457
|
|
|
|
(79
|
)
|
|
|
9,875
|
|
|
|
41,295
|
|
|
|
248,332
|
|
|
|
289,627
|
|
|
|
26,291
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
The Mall In Columbia
|
|
Columbia, MD
|
|
|
400,000
|
|
|
|
34,650
|
|
|
|
522,363
|
|
|
|
|
|
|
|
17,981
|
|
|
|
34,650
|
|
|
|
540,344
|
|
|
|
574,994
|
|
|
|
53,018
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Pines
|
|
Pine Bluff, AR
|
|
|
|
|
|
|
1,489
|
|
|
|
17,627
|
|
|
|
(242
|
)
|
|
|
17,374
|
|
|
|
1,247
|
|
|
|
35,001
|
|
|
|
36,248
|
|
|
|
19,206
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
The Shops At Fallen Timbers
|
|
Maumee, OH
|
|
|
|
|
|
|
3,677
|
|
|
|
77,825
|
|
|
|
|
|
|
|
|
|
|
|
3,677
|
|
|
|
77,825
|
|
|
|
81,502
|
|
|
|
633
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
(e)
|
The Shops At La Cantera
|
|
San Antonio, TX
|
|
|
174,543
|
|
|
|
10,966
|
|
|
|
205,222
|
|
|
|
|
|
|
|
8,283
|
|
|
|
10,966
|
|
|
|
213,505
|
|
|
|
224,471
|
|
|
|
15,370
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
(e)
|
The Streets At SouthPoint
|
|
Durham, NC
|
|
|
245,707
|
|
|
|
16,070
|
|
|
|
406,266
|
|
|
|
|
|
|
|
7,386
|
|
|
|
16,070
|
|
|
|
413,652
|
|
|
|
429,722
|
|
|
|
38,011
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Village Of Cross Keys
|
|
Baltimore, MD
|
|
|
376
|
|
|
|
18,070
|
|
|
|
57,285
|
|
|
|
|
|
|
|
73
|
|
|
|
18,070
|
|
|
|
57,358
|
|
|
|
75,428
|
|
|
|
4,064
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Three Rivers Mall
|
|
Kelso, WA
|
|
|
21,995
|
|
|
|
4,312
|
|
|
|
23,019
|
|
|
|
|
|
|
|
2,587
|
|
|
|
4,312
|
|
|
|
25,606
|
|
|
|
29,918
|
|
|
|
3,685
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Town East Mall
|
|
Mesquite, TX
|
|
|
108,538
|
|
|
|
7,711
|
|
|
|
149,258
|
|
|
|
|
|
|
|
18,028
|
|
|
|
7,711
|
|
|
|
167,286
|
|
|
|
174,997
|
|
|
|
28,681
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Tucson Mall
|
|
Tucson, AZ
|
|
|
120,596
|
|
|
|
|
|
|
|
181,424
|
|
|
|
|
|
|
|
33,008
|
|
|
|
|
|
|
|
214,432
|
|
|
|
214,432
|
|
|
|
32,907
|
|
|
|
|
|
|
|
2001
|
|
|
|
|
(e)
|
Twin Falls Crossing
|
|
Twin Falls, ID
|
|
|
|
|
|
|
275
|
|
|
|
769
|
|
|
|
|
|
|
|
|
|
|
|
275
|
|
|
|
769
|
|
|
|
1,044
|
|
|
|
105
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
University Crossing
|
|
Orem, UT
|
|
|
11,684
|
|
|
|
3,420
|
|
|
|
9,526
|
|
|
|
|
|
|
|
1,061
|
|
|
|
3,420
|
|
|
|
10,587
|
|
|
|
14,007
|
|
|
|
1,393
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Valley Hills Mall
|
|
Hickory, NC
|
|
|
58,326
|
|
|
|
3,444
|
|
|
|
31,025
|
|
|
|
2,212
|
|
|
|
44,559
|
|
|
|
5,656
|
|
|
|
75,584
|
|
|
|
81,240
|
|
|
|
20,678
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Valley Plaza Mall
|
|
Bakersfield, CA
|
|
|
98,233
|
|
|
|
12,685
|
|
|
|
114,166
|
|
|
|
|
|
|
|
24,781
|
|
|
|
12,685
|
|
|
|
138,947
|
|
|
|
151,632
|
|
|
|
31,901
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Visalia Mall
|
|
Visalia, CA
|
|
|
43,461
|
|
|
|
11,052
|
|
|
|
58,172
|
|
|
|
(14
|
)
|
|
|
6,337
|
|
|
|
11,038
|
|
|
|
64,509
|
|
|
|
75,547
|
|
|
|
9,408
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Ward Centers
|
|
Honolulu, HI
|
|
|
217,289
|
|
|
|
164,007
|
|
|
|
89,321
|
|
|
|
1,337
|
|
|
|
78,467
|
|
|
|
165,344
|
|
|
|
167,788
|
|
|
|
333,132
|
|
|
|
21,748
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
West Valley Mall
|
|
Tracy, CA
|
|
|
59,078
|
|
|
|
9,295
|
|
|
|
47,789
|
|
|
|
1,591
|
|
|
|
34,979
|
|
|
|
10,886
|
|
|
|
82,768
|
|
|
|
93,654
|
|
|
|
27,557
|
|
|
|
1995
|
|
|
|
|
|
|
|
|
(e)
|
Westlake Center
|
|
Seattle, WA
|
|
|
76,409
|
|
|
|
12,971
|
|
|
|
117,003
|
|
|
|
4,669
|
|
|
|
(2,912
|
)
|
|
|
17,640
|
|
|
|
114,091
|
|
|
|
131,731
|
|
|
|
12,812
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Westwood Mall
|
|
Jackson, MI
|
|
|
|
|
|
|
2,658
|
|
|
|
23,924
|
|
|
|
913
|
|
|
|
5,908
|
|
|
|
3,571
|
|
|
|
29,832
|
|
|
|
33,403
|
|
|
|
9,995
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
White Marsh Mall
|
|
Baltimore, MD
|
|
|
187,000
|
|
|
|
24,760
|
|
|
|
239,688
|
|
|
|
|
|
|
|
13,205
|
|
|
|
24,760
|
|
|
|
252,893
|
|
|
|
277,653
|
|
|
|
26,766
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
F-64
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
White Mountain Mall
|
|
Rock Springs, WY
|
|
|
|
|
|
|
1,363
|
|
|
|
7,611
|
|
|
|
|
|
|
|
7,729
|
|
|
|
1,363
|
|
|
|
15,340
|
|
|
|
16,703
|
|
|
|
2,563
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Willowbrook
|
|
Wayne, NJ
|
|
|
172,346
|
|
|
|
28,810
|
|
|
|
444,762
|
|
|
|
30
|
|
|
|
10,670
|
|
|
|
28,840
|
|
|
|
455,432
|
|
|
|
484,272
|
|
|
|
44,348
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Woodbridge Center
|
|
Woodbridge, NJ
|
|
|
213,521
|
|
|
|
50,737
|
|
|
|
420,703
|
|
|
|
|
|
|
|
5,987
|
|
|
|
50,737
|
|
|
|
426,690
|
|
|
|
477,427
|
|
|
|
45,742
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Woodlands Village
|
|
Flagstaff, AZ
|
|
|
7,257
|
|
|
|
2,689
|
|
|
|
7,484
|
|
|
|
|
|
|
|
278
|
|
|
|
2,689
|
|
|
|
7,762
|
|
|
|
10,451
|
|
|
|
1,034
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Yellowstone Square
|
|
Idaho Falls, ID
|
|
|
|
|
|
|
1,057
|
|
|
|
2,943
|
|
|
|
|
|
|
|
147
|
|
|
|
1,057
|
|
|
|
3,090
|
|
|
|
4,147
|
|
|
|
424
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GGPI
|
|
|
|
|
14,706,793
|
|
|
|
2,812,976
|
|
|
|
16,674,773
|
|
|
|
49,939
|
|
|
|
2,742,244
|
|
|
|
2,862,915
|
|
|
|
19,417,017
|
|
|
|
22,279,932
|
|
|
|
3,168,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bay City Mall
|
|
Bay City, MI
|
|
|
24,696
|
|
|
|
1,274
|
|
|
|
35,779
|
|
|
|
|
|
|
|
|
|
|
|
1,274
|
|
|
|
35,779
|
|
|
|
37,053
|
|
|
|
11,488
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Brass Mill Center
|
|
Waterbury, CT
|
|
|
105,730
|
|
|
|
12,687
|
|
|
|
131,634
|
|
|
|
|
|
|
|
|
|
|
|
12,687
|
|
|
|
131,634
|
|
|
|
144,321
|
|
|
|
38,575
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Brass Mill Commons
|
|
Waterbury, CT
|
|
|
22,613
|
|
|
|
5,011
|
|
|
|
20,368
|
|
|
|
|
|
|
|
|
|
|
|
5,011
|
|
|
|
20,368
|
|
|
|
25,379
|
|
|
|
7,364
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Chula Vista Center
|
|
Chula Vista, CA
|
|
|
60,182
|
|
|
|
6,387
|
|
|
|
63,526
|
|
|
|
|
|
|
|
|
|
|
|
6,387
|
|
|
|
63,526
|
|
|
|
69,913
|
|
|
|
18,344
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Columbiana Center
|
|
Columbia, SC
|
|
|
66,099
|
|
|
|
5,838
|
|
|
|
81,298
|
|
|
|
|
|
|
|
|
|
|
|
5,838
|
|
|
|
81,298
|
|
|
|
87,136
|
|
|
|
25,157
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Deerbrook Mall
|
|
Humble, TX
|
|
|
76,791
|
|
|
|
7,821
|
|
|
|
96,045
|
|
|
|
|
|
|
|
|
|
|
|
7,821
|
|
|
|
96,045
|
|
|
|
103,866
|
|
|
|
27,255
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Lakeland Square
|
|
Lakeland, FL
|
|
|
56,285
|
|
|
|
8,983
|
|
|
|
75,761
|
|
|
|
|
|
|
|
|
|
|
|
8,983
|
|
|
|
75,761
|
|
|
|
84,744
|
|
|
|
19,468
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Moreno Valley Mall
|
|
Moreno Valley, CA
|
|
|
88,000
|
|
|
|
3,291
|
|
|
|
64,105
|
|
|
|
|
|
|
|
|
|
|
|
3,291
|
|
|
|
64,105
|
|
|
|
67,396
|
|
|
|
16,461
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Newgate Mall
|
|
Ogden, UT
|
|
|
42,064
|
|
|
|
1,061
|
|
|
|
22,910
|
|
|
|
|
|
|
|
|
|
|
|
1,061
|
|
|
|
22,910
|
|
|
|
23,971
|
|
|
|
6,690
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Newpark Mall
|
|
Newark, CA
|
|
|
69,601
|
|
|
|
6,560
|
|
|
|
100,918
|
|
|
|
|
|
|
|
|
|
|
|
6,560
|
|
|
|
100,918
|
|
|
|
107,478
|
|
|
|
37,869
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
North Point Mall
|
|
Alpharetta, GA
|
|
|
219,924
|
|
|
|
8,954
|
|
|
|
184,208
|
|
|
|
|
|
|
|
|
|
|
|
8,954
|
|
|
|
184,208
|
|
|
|
193,162
|
|
|
|
53,702
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Pembroke Mall
|
|
Pembroke Pines, FL
|
|
|
133,549
|
|
|
|
16,939
|
|
|
|
121,507
|
|
|
|
|
|
|
|
|
|
|
|
16,939
|
|
|
|
121,507
|
|
|
|
138,446
|
|
|
|
36,139
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Steeplegate Mall
|
|
Concord, NH
|
|
|
79,781
|
|
|
|
2,926
|
|
|
|
59,030
|
|
|
|
|
|
|
|
|
|
|
|
2,926
|
|
|
|
59,030
|
|
|
|
61,956
|
|
|
|
20,047
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Parks at Arlington
|
|
Arlington, TX
|
|
|
140,002
|
|
|
|
13,251
|
|
|
|
218,103
|
|
|
|
|
|
|
|
|
|
|
|
13,251
|
|
|
|
218,103
|
|
|
|
231,354
|
|
|
|
53,409
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Shoppes at Buckland
|
|
Manchester, CT
|
|
|
168,770
|
|
|
|
18,852
|
|
|
|
177,139
|
|
|
|
|
|
|
|
|
|
|
|
18,852
|
|
|
|
177,139
|
|
|
|
195,991
|
|
|
|
35,611
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Woodlands Mall
|
|
The Woodlands, TX
|
|
|
240,000
|
|
|
|
12,785
|
|
|
|
174,794
|
|
|
|
|
|
|
|
|
|
|
|
12,785
|
|
|
|
174,794
|
|
|
|
187,579
|
|
|
|
48,734
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Tysons Galleria
|
|
McLean, VA
|
|
|
255,000
|
|
|
|
3,222
|
|
|
|
88,240
|
|
|
|
|
|
|
|
|
|
|
|
3,222
|
|
|
|
88,240
|
|
|
|
91,462
|
|
|
|
30,586
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Vista Ridge Mall
|
|
Lewisville, TX
|
|
|
82,348
|
|
|
|
6,964
|
|
|
|
122,142
|
|
|
|
|
|
|
|
|
|
|
|
6,964
|
|
|
|
122,142
|
|
|
|
129,106
|
|
|
|
60,815
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Washington Park Mall
|
|
Bartlesville, OK
|
|
|
12,378
|
|
|
|
1,401
|
|
|
|
16,242
|
|
|
|
|
|
|
|
|
|
|
|
1,401
|
|
|
|
16,242
|
|
|
|
17,643
|
|
|
|
5,689
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
West Oaks Mall
|
|
Ocoee, FL
|
|
|
71,501
|
|
|
|
13,534
|
|
|
|
70,909
|
|
|
|
|
|
|
|
|
|
|
|
13,534
|
|
|
|
70,909
|
|
|
|
84,443
|
|
|
|
25,899
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Purchase accounting related adjustments
|
|
Chicago, IL
|
|
|
(11,413
|
)
|
|
|
173,174
|
|
|
|
783,523
|
|
|
|
|
|
|
|
|
|
|
|
173,174
|
|
|
|
783,523
|
|
|
|
956,697
|
|
|
|
(272,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Homart I(f)
|
|
|
|
|
2,003,901
|
|
|
|
330,915
|
|
|
|
2,708,181
|
|
|
|
|
|
|
|
|
|
|
|
330,915
|
|
|
|
2,708,181
|
|
|
|
3,039,096
|
|
|
|
306,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, including corporate and developments in progress
|
|
|
7,463,997
|
|
|
|
265,618
|
|
|
|
491,035
|
|
|
|
133,542
|
|
|
|
648,857
|
|
|
|
399,160
|
|
|
|
1,139,892
|
|
|
|
1,539,052
|
|
|
|
129,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail and Other
|
|
|
|
|
24,174,691
|
|
|
|
3,409,509
|
|
|
|
19,873,989
|
|
|
|
183,481
|
|
|
|
3,391,101
|
|
|
|
3,592,990
|
|
|
|
23,265,090
|
|
|
|
26,858,080
|
|
|
|
3,605,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridgeland
|
|
Houston, TX
|
|
|
32,030
|
|
|
|
257,222
|
|
|
|
|
|
|
|
113,000
|
|
|
|
1,001
|
|
|
|
370,222
|
|
|
|
1,001
|
|
|
|
371,223
|
|
|
|
149
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Columbia
|
|
Howard County, MD
|
|
|
|
|
|
|
321,118
|
|
|
|
|
|
|
|
(169,165
|
)
|
|
|
150
|
|
|
|
151,953
|
|
|
|
150
|
|
|
|
152,103
|
|
|
|
22
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fairwood
|
|
Prince Georges County, MD
|
|
|
|
|
|
|
136,434
|
|
|
|
|
|
|
|
(75,732
|
)
|
|
|
27
|
|
|
|
60,702
|
|
|
|
27
|
|
|
|
60,729
|
|
|
|
3
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Summerlin
|
|
Summerlin, NV
|
|
|
64,301
|
|
|
|
990,179
|
|
|
|
|
|
|
|
64,214
|
|
|
|
79
|
|
|
|
1,054,393
|
|
|
|
79
|
|
|
|
1,054,472
|
|
|
|
10
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Other
|
|
|
|
|
11,117
|
|
|
|
|
|
|
|
|
|
|
|
2,102
|
|
|
|
93,047
|
|
|
|
2,102
|
|
|
|
93,047
|
|
|
|
95,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Master Planned Communities
|
|
|
|
|
107,448
|
|
|
|
1,704,953
|
|
|
|
|
|
|
|
(65,581
|
)
|
|
|
94,304
|
|
|
|
1,639,372
|
|
|
|
94,304
|
|
|
|
1,733,676
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
24,282,139
|
|
|
$
|
5,114,462
|
|
|
$
|
19,873,989
|
|
|
$
|
117,900
|
|
|
$
|
3,485,405
|
|
|
$
|
5,232,362
|
|
|
$
|
23,359,394
|
|
|
$
|
28,591,756
|
|
|
$
|
3,605,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-65
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
SCHEDULE III
|
|
|
(a)
|
|
See description of mortgages, notes and other debt payable in
Note 6 of Notes to Consolidated Financial Statements.
|
|
(b)
|
|
Initial cost for constructed malls is cost at end of first
complete calendar year subsequent to opening.
|
|
(c)
|
|
For retail and other properties, costs capitalized subsequent to
acquisitions is net of cost of disposals or other property
write-downs. For Master Planned Communities, costs capitalized
subsequent to acquisitions are net of land sales.
|
|
(d)
|
|
The aggregate cost of land, buildings and improvements for
federal income tax purposes is approximately $17.5 billion.
|
|
(e)
|
|
Depreciation is computed based upon the following estimated
lives:
|
|
|
|
|
|
|
|
Years
|
|
|
Buildings, improvements and carrying costs
|
|
|
40-45
|
|
Equipment, tenant improvements and fixtures
|
|
|
5-10
|
|
|
|
|
(f)
|
|
Initial cost for individual properties acquired in the Homart I
acquisition represents historical cost at December 31,
2007. As individual property values have not been finalized,
purchase accounting related adjustments are presented in total.
|
Reconciliation
of Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of year
|
|
$
|
24,661,601
|
|
|
$
|
23,583,536
|
|
|
$
|
23,308,792
|
|
Acquisitions
|
|
|
3,152,350
|
|
|
|
234,624
|
|
|
|
|
|
Change in Master Planned Communities land
|
|
|
(16,466
|
)
|
|
|
4,775
|
|
|
|
5,363
|
|
Additions
|
|
|
866,353
|
|
|
|
855,529
|
|
|
|
496,362
|
|
Hurricane property damage provisions- Oakwood Center and
Riverwalk (Note 14)
|
|
|
|
|
|
|
|
|
|
|
(53,022
|
)
|
Dispositions and write-offs
|
|
|
(72,081
|
)
|
|
|
(16,863
|
)
|
|
|
(173,959
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
28,591,756
|
|
|
$
|
24,661,601
|
|
|
$
|
23,583,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of year
|
|
$
|
2,766,871
|
|
|
$
|
2,104,956
|
|
|
$
|
1,453,488
|
|
Depreciation expense
|
|
|
635,872
|
|
|
|
663,524
|
|
|
|
652,109
|
|
Acquisitions
|
|
|
274,537
|
(g)
|
|
|
|
|
|
|
|
|
Dispositions and write-offs
|
|
|
(72,081
|
)
|
|
|
(1,609
|
)
|
|
|
(641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
3,605,199
|
|
|
$
|
2,766,871
|
|
|
$
|
2,104,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(g)
|
|
Accumulated depreciation of our original 50% interest in the
properties acquired in the Homart I acquisition at July 6,
2007 (date of acquisition). Such properties were unconsolidated
prior to the date of acquisition.
|
F-66
EXHIBIT INDEX
|
|
|
|
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of General Growth
Properties, Inc. filed with the Delaware Secretary of State on
February 10, 2006 (previously filed as Exhibit 3.1 to
the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
3
|
.2
|
|
Bylaws of General Growth Properties, Inc., as amended
(previously filed as Exhibit 3(ii) to the Current Report on
Form 8-K
dated November 8, 2006 which was filed with the SEC on
November 14, 2006).
|
|
3
|
.3
|
|
Certificate of Designations, Preferences and Rights of
Increasing Rate Cumulative Preferred Stock, Series I filed
with the Delaware Secretary of State on February 26, 2007
(previously filed as Exhibit 3.3 to the Annual Report on
Form 10-K
for the year ended December 31, 2006, which was previously
filed with the SEC on March 1, 2007).
|
|
4
|
.1
|
|
Form of Common Stock Certificate (previously filed as
Exhibit 4.1 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.2
|
|
Rights Agreement dated July 27, 1993, between General
Growth Properties, Inc. and certain other parties named therein
(previously filed as Exhibit 4.2 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.3
|
|
Amendment to Rights Agreement dated as of February 1, 2000,
between General Growth Properties, Inc. and certain other
parties named therein (previously filed as Exhibit 10.11 to
the Annual Report on
Form 10-K
for the year ended December 31, 2003).
|
|
4
|
.4
|
|
Redemption Rights Agreement dated July 13, 1995, by
and among GGP Limited Partnership (the Operating
Partnership), General Growth Properties, Inc. and the
persons listed on the signature pages thereof (previously filed
as Exhibit 4.4 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.5
|
|
Redemption Rights Agreement dated December 6, 1996,
among the Operating Partnership, Forbes/Cohen Properties,
Lakeview Square Associates, and Jackson Properties (previously
filed as Exhibit 4.5 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.6
|
|
Redemption Rights Agreement dated June 19, 1997, among
the Operating Partnership, General Growth Properties, Inc., and
CA Southlake Investors, Ltd. (previously filed as
Exhibit 4.6 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.7
|
|
Redemption Rights Agreement dated October 23, 1997,
among General Growth Properties, Inc., the Operating Partnership
and Peter Leibowits (previously filed as Exhibit 4.7 to the
Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.8
|
|
Redemption Rights Agreement dated April 2, 1998, among
the Operating Partnership, General Growth Properties, Inc. and
Southwest Properties Venture (previously filed as
Exhibit 4.8 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.9
|
|
Redemption Rights Agreement dated July 21, 1998, among
the Operating Partnership, General Growth Properties, Inc.,
Nashland Associates, and HRE Altamonte, Inc. (previously filed
as Exhibit 4.9 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.10
|
|
Redemption Rights Agreement dated October 21, 1998,
among the Operating Partnership, General Growth Properties, Inc.
and the persons on the signature pages thereof (previously filed
as Exhibit 4.10 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.11
|
|
Redemption Rights Agreement (Common Units) dated
July 10, 2002, by and among the Operating Partnership,
General Growth Properties, Inc. and the persons listed on the
signature pages thereof (previously filed as Exhibit 4.11
to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
4
|
.12
|
|
Redemption Rights Agreement (Series B Preferred Units)
dated July 10, 2002, by and among the Operating
Partnership, General Growth Properties, Inc. and the persons
listed on the signature pages thereof (previously filed as
Exhibit 4.12 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
S-1
|
|
|
|
|
|
4
|
.13
|
|
Redemption Rights Agreement (Common Units) dated
November 27, 2002, by and among the Operating Partnership,
General Growth Properties, Inc. and JSG, LLC (previously filed
as Exhibit 10(MMM) to the Annual Report on
Form 10-K
for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003).
|
|
4
|
.14
|
|
Redemption Rights Agreement dated December 11, 2003,
by and among the Operating Partnership, General Growth
Properties, Inc. and Everitt Enterprises, Inc. (previously filed
as Exhibit 10.44 to the Annual Report on
Form 10-K
for the year ended December 31, 2003 which was filed with
the SEC on March 12, 2004).
|
|
4
|
.15
|
|
Redemption Rights Agreement dated March 5, 2004, by
and among the Operating Partnership, General Growth Properties,
Inc. and Koury Corporation (previously filed as
Exhibit 4.15 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
4
|
.16
|
|
Registration Rights Agreement dated April 15, 1993, between
General Growth Properties, Inc., Martin Bucksbaum, Matthew
Bucksbaum and the other parties named therein (previously filed
as Exhibit 4.16 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
4
|
.17
|
|
Amendment to Registration Rights Agreement dated
February 1, 2000, among General Growth Properties, Inc. and
certain other parties named therein (previously filed as
Exhibit 10.16 to the Annual Report on
Form 10-K
for the year ended December 31, 2003 which was filed with
the SEC on March 12, 2004).
|
|
4
|
.18
|
|
Registration Rights Agreement dated April 17, 2002, between
General Growth Properties, Inc. and GSEP 2002 Realty Corp
(previously filed as Exhibit 4.18 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
4
|
.19
|
|
Rights Agreement dated November 18, 1998, between General
Growth Properties, Inc. and Norwest Bank Minnesota, N.A., as
Rights Agent (including the Form of Certificate of Designation
of Series A Junior Participating Preferred Stock attached
thereto as Exhibit A, the Form of Right Certificate
attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Shares attached thereto as Exhibit C)
(previously filed as Exhibit 4.19 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.20
|
|
First Amendment to Rights Agreement dated as of
November 10, 1999, between General Growth Properties, Inc.
and Norwest Bank Minnesota, N.A. (previously filed as
Exhibit 4.20 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.21
|
|
Second Amendment to Rights Agreement dated as of
December 31, 2001, between General Growth Properties, Inc.
and Mellon Investor Services, LLC, successor to Norwest Bank
Minnesota, N.A. (previously filed as Exhibit 4.13 to the
Registration Statement on
Form S-3
(No. 333-82134)
dated February 4, 2002 which was filed with the SEC on
February 5, 2002).
|
|
4
|
.22
|
|
Letter Agreement concerning Rights Agreement dated
November 10, 1999, between the Operating Partnership and
NYSCRF (previously filed as Exhibit 4.22 to the Annual
Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
4
|
.23
|
|
The Rouse Company and The First National Bank of Chicago
(Trustee) Indenture dated as of February 24, 1995
(previously filed as Exhibit 4.23 to the Annual Report on
Form 10-K
for the year ended December 31, 2004 which was filed with
the SEC on March 22, 2005).
|
|
4
|
.24
|
|
The Rouse Company LP, TRC Co-Issuer, Inc. and LaSalle Bank
National Association (Trustee) Indenture dated May 5, 2006
(previously filed as Exhibit 4.24 to the Annual Report on
Form 10-K
for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007).
|
|
4
|
.25
|
|
Second Amended and Restated Credit Agreement dated as of
February 24, 2006 among General Growth Properties, Inc.,
Operating Partnership and GGPLP L.L.C., as Borrowers; the
several lenders from time to time parties thereto; Banc of
America Securities LLC, Eurohypo AG, New York Branch
(Eurohypo) and Wachovia Capital Markets, LLC, as
Arrangers; Eurohypo, as Administrative Agent; Bank of America,
N.A., and Wachovia Bank, National Association, as Syndication
Agents; and Lehman Commercial Paper, Inc., as Documentation
Agent (previously filed as Exhibit 4.1 to the Current
Report on
Form 8-K
dated February 24, 2006 which was filed with the SEC on
March 2, 2006).
|
S-2
|
|
|
|
|
|
4
|
.26
|
|
Indenture, dated as of April 16, 2007, between the
Operating Partnership and LaSalle Bank National Association
(previously filed as Exhibit 4.1 to the Current Report on
Form 8-K
dated April 16, 2007, which was filed with the SEC on
April 19, 2007).
|
|
10
|
.1
|
|
Second Amended and Restated Agreement of Limited Partnership of
the Operating Partnership dated April 1, 1998 (the LP
Agreement) (previously filed as Exhibit 10.1 to the
Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.2
|
|
First Amendment to the LP Agreement dated as of June 10,
1998 (previously filed as Exhibit 10(B) to the Annual
Report on
Form 10-K
for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003).
|
|
10
|
.3
|
|
Second Amendment to the LP Agreement dated as of June 29,
1998 (previously filed as Exhibit 10(C) to the Annual
Report on
Form 10-K
for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003).
|
|
10
|
.4
|
|
Third Amendment to the LP Agreement dated as of
February 15, 2002 (previously filed as Exhibit 10.4 to
the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.5
|
|
Amendment to the LP Agreement dated as of April 24, 2002
(previously filed as Exhibit 10.5 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.6
|
|
Fourth Amendment to the LP Agreement dated as of July 10,
2002 (previously filed as Exhibit 10.6 to the Annual Report
on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.7
|
|
Amendment to the LP Agreement dated as of November 27, 2002
(previously filed as Exhibit 10(G) to the Annual Report on
Form 10-K
for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003).
|
|
10
|
.8
|
|
Sixth Amendment to the LP Agreement and Exhibit A to the
Amendment dated as of November 20, 2003 (previously filed
as Exhibit 10.8 to the Annual Report on
Form 10-K
for the year ended December 31, 2003 which was filed with
the SEC on March 12, 2004).
|
|
10
|
.9
|
|
Amendment to the LP Agreement and Exhibit A to the
Amendment dated as of December 11, 2003 (previously filed
as an Exhibit 10.9 to the Annual Report on
Form 10-K
for the year ended December 31, 2003 which was filed with
the SEC on March 12, 2004).
|
|
10
|
.10
|
|
Amendment to the LP Agreement dated March 5, 2004
(previously filed as Exhibit 10.1 to the Quarterly Report
on
Form 10-Q
for the quarterly period ended March 31, 2004 which was
filed with the SEC on May 7, 2004).
|
|
10
|
.11
|
|
Amendment to the LP Agreement dated November 12, 2004
(previously filed as Exhibit 10.3 to the Current Report on
Form 8-K/A
dated November 12, 2004 which was filed with the SEC on
November 18, 2004).
|
|
10
|
.12
|
|
Amendment to the LP Agreement dated September 30, 2006
(previously filed as Exhibit 10.12 to the Annual Report on
Form 10-K
for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007).
|
|
10
|
.13
|
|
Twelfth Amendment to the LP Agreement dated December 31,
2006 (previously filed as Exhibit 10.13 to the Annual
Report on
Form 10-K
for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007).
|
|
10
|
.14
|
|
Second Amended and Restated Operating Agreement of GGPLP L.L.C.
dated April 17, 2002 (the LLC Agreement)
(previously filed as Exhibit 10.14 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.15
|
|
First Amendment to the LLC Agreement dated April 23, 2002
(previously filed as Exhibit 10.15 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.16
|
|
Second Amendment to the LLC Agreement dated May 13, 2002
(previously filed as Exhibit 10.16 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
S-3
|
|
|
|
|
|
10
|
.17
|
|
Third Amendment to the LLC Agreement dated October 30, 2002
(previously filed as Exhibit 10(Y) to the Annual Report on
Form 10-K
for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003).
|
|
10
|
.18
|
|
Fourth Amendment to the LLC Agreement dated April 7, 2003
(previously filed as Exhibit 10.1 to the Quarterly Report
on
Form 10-Q
for the quarterly period ended March 31, 2003 which was
filed with the SEC on May 9, 2003).
|
|
10
|
.19
|
|
Fifth Amendment to the LLC Agreement dated April 11, 2003
(previously filed as Exhibit 10.2 to the Quarterly Report
on
Form 10-Q
for the quarterly period ended March 31, 2003 which was
filed with the SEC on May 9, 2003).
|
|
10
|
.20
|
|
Sixth Amendment to the LLC Agreement dated November 12,
2004 (previously filed as Exhibit 10.2 to the Current
Report on
Form 8-K/A
dated November 12, 2004 which was filed with the SEC on
November 18, 2004).
|
|
10
|
.21
|
|
Operating Agreement dated November 10, 1999, between the
Operating Partnership, NYSCRF, and GGP/Homart II L.L.C.
(previously filed as Exhibit 10.20 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.22
|
|
Amendment to the Operating Agreement of GGP/Homart II
L.L.C. dated November 22, 2002 (previously filed as
Exhibit 10.21 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.23
|
|
Letter Amendment to the Operating Agreement of
GGP/Homart II L.L.C. dated January 31, 2003
(previously filed as Exhibit 10.22 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.24
|
|
Second Amendment to the Operating Agreement of
GGP/Homart II L.L.C. dated January 31, 2003
(previously filed as Exhibit 10.23 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.25
|
|
Third Amendment to the Operating Agreement of GGP/Homart II
L.L.C. dated February 8, 2008 (previously filed as
Exhibit 10.25 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.26
|
|
Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated
August 26, 2002, between the Operating Partnership,
Teachers Retirement System of the State of Illinois and
GGP-TRS L.L.C. (previously filed as Exhibit 10.24 to the
Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.27
|
|
First Amendment to Amended and Restated Operating Agreement of
GGP-TRS L.L.C. dated December 19, 2002 (previously filed as
Exhibit 10.25 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.28
|
|
Second Amendment to Amended and Restated Operating Agreement of
GGP-TRS L.L.C. dated November 1, 2005 (previously filed as
Exhibit 10.26 to the Annual Report on
Form 10-K
for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006).
|
|
10
|
.29*
|
|
Summary of Non-Employee Director Compensation Program
(previously filed as Exhibit 10.29 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.30
|
|
Contingent Stock Agreement, effective January 1, 1996, by
The Rouse Company and in favor of and for the benefit of the
Holders and the Representatives (as defined therein) (previously
filed as Exhibit 10.30 to the Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
10
|
.31
|
|
Assumption Agreement dated October 19, 2004 by General
Growth Properties, Inc. and The Rouse Company in favor of and
for the benefit of the Holders and the Representatives (as
defined therein) (previously filed as Exhibit 99.2 to the
Registration Statement on
Form S-3/A
(No. 333-120373)
which was filed with the SEC on December 23, 2004).
|
|
10
|
.32
|
|
Indemnity Agreement dated as of February 2006 by the Company and
The Rouse Company, LP. (previously filed as Exhibit 10.1 to
the Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006 which was
filed with the SEC on May 10, 2006).
|
S-4
|
|
|
|
|
|
10
|
.33*
|
|
General Growth Properties, Inc. 1998 Incentive Stock Plan, as
amended (previously filed as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
for the quarterly period ended June 30, 2005 which was
filed with the SEC on August 8, 2005).
|
|
10
|
.34*
|
|
Amendment dated November 8, 2006 and effective
January 1, 2007 to General Growth Properties, Inc. 1998
Incentive Stock Plan (previously filed as Exhibit 10.1 to
the Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2006 which was
filed with the SEC on November 8, 2006).
|
|
10
|
.35*
|
|
Form of Option Agreement pursuant to 1998 Incentive Stock Plan
(previously filed as Exhibit 10.47 to the Annual Report on
Form 10-K
for the year ended December 31, 2004 which was filed with
the SEC on March 22, 2005).
|
|
10
|
.36*
|
|
General Growth Properties, Inc. 2003 Incentive Stock Plan, as
amended (previously filed as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
for the quarterly period ended June 30, 2006 which was
filed with the SEC on August 9, 2006).
|
|
10
|
.37*
|
|
Amendment dated November 8, 2006 and effective
January 1, 2007 to General Growth Properties, Inc. 2003
Incentive Stock Plan (previously filed as Exhibit 10.2 to
the Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2006 which was
filed with the SEC on November 8, 2006).
|
|
10
|
.38*
|
|
Form of Option Agreement pursuant to 2003 Incentive Stock Plan
(previously filed as Exhibit 10.48 to the Annual Report on
Form 10-K
for the year ended December 31, 2004 which was filed with
the SEC on March 22, 2005).
|
|
10
|
.39*
|
|
Form of Employee Restricted Stock Agreement pursuant to the 2003
Incentive Stock Plan (previously filed as Exhibit 10.2 to
the Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2006 which was
filed with the SEC on August 9, 2006).
|
|
10
|
.40*
|
|
Form of Non-Employee Director Restricted Stock Agreement
pursuant to the 2003 Incentive Stock Plan (previously filed as
Exhibit 10.3 to the Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 2006 which was
filed with the SEC on August 9, 2006).
|
|
21
|
|
|
List of Subsidiaries (previously filed as Exhibit 21 to the
Annual Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
|
23
|
.1
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
|
23
|
.2
|
|
Consent of KPMG LLP (filed herewith).
|
|
31
|
.1
|
|
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
31
|
.2
|
|
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
32
|
.1
|
|
Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
32
|
.2
|
|
Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
99
|
.1
|
|
Financial Statements of TRCLP, a wholly owned subsidiary of
GGPLP (previously filed as Exhibit 99.1 to the Annual
Report on
Form 10-K
for the year ended December 31, 2007 which was filed with
the SEC on February 27, 2008).
|
S-5
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