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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from___________ to _________
COMMISSION FILE NUMBER 1-11656
GENERAL GROWTH PROPERTIES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-1283895
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 N. Wacker Dr., Chicago, IL 60606
------------------------------ -----
(Address of principal executive offices) (Zip Code)
(312) 960-5000
--------------
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
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 [X] NO [ ]
[X] Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's 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.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES [X] NO [ ]
On June 30, 2003, the last business day of the registrant's most recently
completed second quarter, the aggregate market value of the shares of
Common Stock held by non-affiliates of the registrant was approximately
$3.5 billion based upon the closing price of the Common Stock on the New
York Stock Exchange composite tape on such date.
As of March 11, 2004, there were 217,756,631 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders meeting to be held
on May 5, 2004 are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of the Company (as defined below) included in this Annual
Report on Form 10-K ("Annual Report") and the descriptions included in such
Notes are incorporated into the applicable Item response by reference. The
following discussion should be read in conjunction with such Consolidated
Financial Statements and related Notes.
GENERAL
General Growth Properties Inc. ("General Growth") was formed in 1986 by Martin
Bucksbaum and Matthew Bucksbaum (the "Original Stockholders"). On April 15,
1993, an initial public offering of the common stock (the "Common Stock") of
General Growth and certain related transactions were completed. Concurrently,
General Growth (as general partner) and the Original Stockholders (as limited
partners) formed GGP Limited Partnership (the "Operating Partnership"). General
Growth has elected to be taxed as a real estate investment trust (a "REIT") for
federal income tax purposes.
As of December 31, 2003, the Company either directly or through the Operating
Partnership and subsidiaries (collectively, "the Company") owned 120 operating
retail properties (regional malls and community centers), (collectively, the
"Consolidated Centers") as well as 100% of General Growth Management, Inc.
("GGMI") and certain other miscellaneous mixed-use commercial business
properties and potential development sites.
As of December 31, 2003, the Company holds ownership interests in the following
joint ventures, collectively, the "Unconsolidated Real Estate Affiliates", as
described in Note 4:
NUMBER OF REGIONAL COMPANY
FORMATION MALL SHOPPING OWNERSHIP
LEGAL NAME VENTURE NAME DATE CENTERS PERCENTAGE
- --------------------------- -------------- --------- ------------------ ----------
GGP/Homart, Inc. GGP/Homart 12/22/95 22* 50%
GGP/Homart II, L.L.C. GGP/Homart II 11/10/99 10 50%
GGP-TRS L.L.C. GGP/Teachers 8/26/02 5 50%
GGP Ivanhoe, Inc. GGP Ivanhoe 9/17/97 2 51%
GGP Ivanhoe IV, Inc. GGP Ivanhoe IV 7/1/03 1 51%
Dayjay Associates Quail Springs 11/26/96 1 50%
Town East Mall Partnership Town East 6/10/97 1 50%
Westlake Retail Associates,
Ltd. Circle T 12/31/98 1** 50%
--
Totals 43
==
(*) Including 3 regional mall shopping centers owned jointly with venture
partners.
(**) Not operational as currently under development.
For the purposes of this report, the 43 regional mall shopping centers (42
operating and one under development) listed above are collectively referred to
as the "Unconsolidated Centers" and, together with the Consolidated Centers,
comprise the "Company Portfolio".
On December 31, 2003, General Growth owned an approximate 79.6% general
partnership interest in the Operating Partnership, and various minority holders,
including the Original Stockholders and subsequent contributors of properties to
the Operating Partnership, owned the remaining 20.4% limited partnership
interest. See Item 7 and the Consolidated Financial Statements and Notes
included in Item 8 of this
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Annual Report for certain financial and other information required by this Item
1.
GGMI is owned 100% by the Operating Partnership and manages, leases, and
performs various other services for the Unconsolidated Centers and other
properties owned by unaffiliated third parties. Pursuant to the REIT provisions
of the Tax Relief Extension Act of 1999, GGMI has elected to be treated for
Federal Income Tax purposes as a taxable REIT subsidiary (a "TRS"). A TRS, which
must pay corporate income tax, can provide services to REIT tenants and others
without disqualifying the rents that a REIT receives from its tenants.
During May 2000, the Operating Partnership formed GGPLP L.L.C., a Delaware
limited liability company (the "LLC"), by contributing its interest in a
portfolio of 44 Consolidated Centers to the LLC in exchange for all of the
common units of membership interest in the LLC. Through December 31, 2003 the
LLC has issued approximately 960,000 redeemable preferred units of membership
interest in the LLC to various independent third party investors as described in
Note 1, yielding approximately $233.6 million in cash proceeds. At December 31,
2003, the LLC, due to subsequent acquisitions by the Company, owned interests in
104 Consolidated Centers.
BUSINESS OF THE COMPANY
The Company is primarily engaged in the ownership, operation, management,
leasing, acquisition, development and expansion of regional mall and community
shopping centers in the United States. Most of the shopping centers in the
Company Portfolio are strategically located in major and middle markets where
they have strong competitive positions. A detailed listing starting on page 14
of this Annual Report contains information on each significant property in the
Company Portfolio including location, year opened, square footage,
anchors/significant tenants and anchor vacancies. The Company Portfolio's
geographic diversification should mitigate the effects of regional economic
conditions and local factors.
The Company makes all key strategic decisions for the properties in the Company
Portfolio. However, in connection with the Unconsolidated Centers, such
strategic decisions are made jointly with the respective stockholders or joint
venture partners. The Company is also the asset manager of the properties in the
Company Portfolio, executing the strategic decisions and overseeing the
day-to-day activities performed directly by the Operating Partnership or, with
respect to the Unconsolidated Centers, by GGMI. GGMI performs day-to-day
property management functions including leasing, construction management, data
processing, maintenance, accounting, marketing, promotional services and
security oversight pursuant to the management agreements with the Unconsolidated
Centers. As of December 31, 2003, GGMI was the property manager for forty-one of
the Unconsolidated Centers. The remaining two centers, owned by GGP/Homart
through joint ventures, are managed by certain joint venture partners of
GGP/Homart. As of December 31, 2003 GGMI also performs and receives fees for
similar property management and/or leasing functions for 36 regional malls owned
by unaffiliated third parties.
The majority of the income from the properties in the Company Portfolio is
derived from rents received through long-term leases with retail tenants. These
long-term leases generally require the tenants to pay base rent which is a fixed
amount specified in the lease. The base rent is often subject to scheduled
increases during the term of the lease. Another component of income is overage
rent. Overage rent is paid by a tenant generally if their sales exceed an agreed
upon minimum amount. Overage rent is calculated by multiplying the sales in
excess of the minimum amount by a percentage defined in the lease. In addition,
the Company's long-term leases generally contain a provision for the Company to
recover certain expenses incurred in the day-to-day operations of the respective
properties including common area maintenance and real estate taxes. The recovery
amount is generally related to the tenant's pro-rata share of space in the
property.
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The shopping center business is continually evolving with competitive pressures
requiring the ongoing re-evaluation of approaches to shopping center management
and leasing. Management's strategies to increase shareholder value and cash flow
include the integration of mass merchandise retailers with traditional
department stores, specialty leasing, the inclusion of entertainment-oriented
tenants, proactive property management and leasing (including revisions to the
mix of tenants at a center), operating cost reductions including those resulting
from economies of scale, strategic expansions, redevelopments, capital
reinvestment and acquisitions, and selective new shopping center developments
and concepts. Management believes that these approaches should enable the
Company to operate and grow successfully in today's highly-competitive
environment.
As used in this Annual Report, the term "GLA" refers to gross leaseable space,
including Anchors and all other areas leased to tenants; the term "Mall GLA"
refers to gross leaseable retail space, excluding both Anchors and Freestanding
GLA; the term "Anchor" refers to a department store or other large retail store;
the term "Mall Stores" refers to stores (other than Anchors) that are typically
specialty retailers who lease space in the structure including, or attached to,
the primary complex of buildings that comprise the shopping center; the term
"Freestanding GLA" means gross leaseable area of freestanding retail stores in
locations that are not attached to the primary complex of buildings that
comprise a regional mall or community shopping center; and the term "total Mall
Stores sales" means the gross revenue from product sales to customers generated
by the Mall Stores.
ACQUISITIONS
The Company continues to seek to selectively acquire properties that provide
opportunities for enhanced profitability and appreciation in value and
corresponding increases in shareholder value. Since December 31, 2002, the
Company has acquired the following properties:
- - Peachtree Mall in Columbus, Georgia
- - Saint Louis Galleria in St. Louis, Missouri
- - Coronado Center in Albuquerque, New Mexico
- - The additional 49% ownership interest in GGP Ivanhoe III
- - Lynnhaven Mall in Virginia Beach, Virginia
- - Sikes Senter in Wichita Falls, Texas
- - The Maine Mall in Portland, Maine
- - Glenbrook Square in Fort Wayne, Indiana
- - Foothills Mall in Fort Collins, Colorado
- - Chico Mall in Chico, California
- - Rogue Valley Mall in Medford, Oregon
- - Burlington Town Center in Burlington, Vermont
- - Redlands Mall in Redlands, California
- - Four Seasons Town Centre in Charlotte, North Carolina
- - The additional 50% ownership interest in Town East
The Company's management feels that it has a competitive advantage with respect
to the acquisition of retail properties for the following reasons:
- - The funds necessary for the cash acquisition of a shopping center are
available to the Company from a combination of sources, including
mortgage or unsecured financing or the issuance of public or private
debt or equity.
- - The Company has the flexibility to pay for an acquisition with a
combination of cash, General Growth equity securities, or common or
preferred units of limited partnership interest in the Operating
Partnership (the "Units"). This creates the
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opportunity for a tax-advantaged transaction for the seller.
- - Management's expertise allows it to evaluate proposed acquisitions for
their increased profit potential. Additional profit can originate from
many sources including expansions, remodeling, re-merchandising, and
more efficient management of the property.
DEVELOPMENT
The Company intends to pursue development when warranted by the potential
financial returns. The following projects are currently being developed:
- - Jordan Creek Town Center in West Des Moines, Iowa
- - Circle T in Westlake (Dallas), Texas
Construction commenced on the Jordan Creek Town Center in West Des Moines, Iowa
in September 2002. As of December 31, 2003, the Company had invested
approximately $80 million in the project. Upon its projected completion in
August 2004, this approximately two million square foot enclosed regional mall
shopping center is planned to contain up to three anchor stores, a hotel and an
amphitheater.
During 1999, the Company formed the Circle T joint venture to develop an
enclosed mall in Westlake (Dallas), Texas. As of December 31, 2003, the Company
had invested approximately $18.3 million in the joint venture. The Company is
currently obligated to fund additional pre-development costs of approximately
$.5 million. The retail site, part of a planned community which is expected to
contain a resort hotel, a golf course, luxury homes and corporate offices, is
currently planned to contain up to 1.3 million square feet of tenant space
including up to six anchor stores, an ice rink and a multi-screen theater. A
mid-2006 opening is currently scheduled.
In addition, the Company is investigating certain other development sites
(representing a net investment of approximately $34.0 million), including
Toledo, Ohio and South Sacramento, California. However, there can be no
assurance that development of these sites will proceed.
EXPANSIONS AND RENOVATIONS
As of December 31, 2003, 10 major (budgeted expenditures in excess of $10
million) redevelopment are projects underway. The expansion and renovation of a
Portfolio Center often increases customer traffic, trade area penetration and
typically improves the competitive position of the property. The following
significant redevelopment projects are currently under construction:
- - Ala Moana Center in Honolulu, Hawaii
- - Alderwood Mall in Lynnwood (Seattle), Washington (owned by GGP/Homart
II)
- - Altamonte Mall in Altamonte Springs (Orlando), Florida (owned by
GGP/Homart II)
- - The Woodlands Mall in The Woodlands (Houston), Texas (owned by
GGP/Homart)
- - Eastridge Mall in San Jose, California (owned by GGP Ivanhoe IV)
- - Crossroads Center in Saint Cloud, Minnesota
- - River Falls Mall in Clarksville, Indiana
- - Grand Teton Mall in Idaho Falls, Idaho
- - Kenwood Towne Centre in Cincinnati, Ohio (owned by GGP/Teachers)
- - Newpark Mall in Newark (San Francisco), California (owned by
GGP/Homart)
THE COMPANY PORTFOLIO
The Company Portfolio is comprised primarily of 162 operating retail properties
(regional malls or community centers) as detailed below. The Company also has
certain office space associated with the Company's retail properties and
approximately 1.4 million square feet of commercial/industrial space at 6 former
JP Realty properties
5 of 53
(Note 3). The 162 operating retail properties are shopping centers with a
variety of smaller Mall Stores. Most of these properties contain at least one
major department store as an Anchor. The following is selected operating data
for the Consolidated and Unconsolidated Centers within the Company Portfolio:
CONSOLIDATED UNCONSOLIDATED
CENTERS CENTERS
------------ --------------
Total GLA 77,501,233 44,787,251
Total Mall and Freestanding GLA 31,882,313 15,992,951
Number of retail properties 120 42
Average size of retail properties - GLA 645,844 1,066,363
Average size of retail properties -
Mall and Freestanding GLA 265,686 380,785
Total GLA - smallest property 1,814 352,125
Total GLA - largest property 1,649,531 1,652,257
Mall and Freessmatanding GLA - Smallest
property 1,814 157,829
Mall and Freestanding GLA - Largest
property 820,417 705,840
Number of Mall and Freestanding Stores 11,664 6,257
Number of Mall and Freestanding Stores
in smallest property 2 57
Number of Mall and Freestanding Stores
in largest property 381 200
Number of Anchors 44 22
Number of Anchor trade names 368 181
The table below shows the top 25 tenants, by trade name, ranked by percentage of
aggregate annualized effective rents as compared to consolidated effective rents
on an annualized basis in the Consolidated Centers at December 31, 2003. In
general, similar percentages existed in the Unconsolidated Centers as of
December 31, 2003.
% OF TOTAL
TENANT NAME ANNUALIZED RENTS
----------- ----------------
JCPenney 1.54%
Sears 1.19%
Victoria's Secret (1) 1.19%
Old Navy (2) 1.18%
Foot Locker 1.08%
American Eagle Outfitters 1.07%
Express (1) 1.04%
The Gap (2) 1.02%
Zales Jewelers 0.93%
Fye 0.85%
Abercrombie & Fitch 0.82%
Barnes & Noble 0.80%
Champs Sports 0.76%
Kay Jewelers 0.73%
Lerner New York 0.71%
Payless Shoe Source 0.69%
Finish Line 0.68%
KB Toys (3) 0.68%
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Lane Bryant 0.68%
Sam Goody 0.62%
Pacific Sunwear 0.61%
LensCrafters 0.61%
Banana Republic (2) 0.60%
The Buckle 0.59%
GNC 0.59%
(1) Under common ownership by The Limited, Inc.
(2) Under common ownership by Gap, Inc.
(3) In bankruptcy at December 31, 2003.
7 of 53
MALL AND FREESTANDING STORES
The retail properties in the Company Portfolio have a total of approximately
17,921 Mall and Freestanding Stores. The following table reflects the tenant
representation by category in the retail properties in the Consolidated Centers
as of December 31, 2003. In general, similar percentages exist for the
Unconsolidated Centers.
% OF SQ. FT. IN
THE CONSOLIDATED TYPE OF
CATEGORY CENTERS PRODUCT OR SERVICE REPRESENTATIVE TENANTS
- -------- ------- ------------------ ----------------------
Specialty 24% Specialty Retail/ Mastercuts, One Hour Photo,
Misc. & Personal California Nails, Pottery Barn,
Services Barnes and Noble
Women's 17% Women's Apparel The Limited, Casual Corner,
Apparel Lane Bryant, Victoria's Secret
Apparel 20% Unisex/Family The Gap, American Eagle,
Apparel Old Navy, J. Crew
Shoes 11% Shoe Stores Footlocker, Journeys, Payless
Shoe Source
Food 8% Restaurants Ruby Tuesday, Cheesecake
Factory, PF Chang's, Max and
Erma's
Fast Food/Food Court Arby's, Sbarro, Manchu Wok
Gifts 5% Card/Gift/Novelty Things Remembered, Kirlin's
Hallmark, Spencer Gifts
Music/ 5% Music/Electronics Camelot Music, Radio Shack,
Electronics Suncoast Pictures
Sporting 2% Sports Apparel/ Champ's, Big 5 Sports, Scheel's
Goods Equipment Sports
Jewelry 4% Jewelry Zales Jewelers, Helzberg
Diamonds, Kay Jewelers
Men's 2% Men's Apparel The Men's Warehouse, Nick's
Apparel for Men
Specialty 2% Specialty Food/ General Nutrition Center,
Food Health Mr. Bulky, Starbuck's
TOTAL 100%
COMPETITION
The retail properties in the Company Portfolio compete with numerous shopping
alternatives in seeking to attract retailers to lease space as retailers
themselves face increasing competition from discount shopping centers, outlet
malls, strip, power and lifestyle centers, discount shopping clubs, direct mail,
internet sales and telemarketing.
The nature and extent of competition varies from property to property within the
Company Portfolio. Below is a description of the type of competition that three
of the Portfolio Centers face from other retail locations within their trade
area. These examples are representative of the competitive environment in which
the Company operates.
Alderwood Mall is a 997,000 square foot, single-level, enclosed and open air
regional
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shopping center which serves both Seattle, Washington's rapidly growing northern
suburbs and southbound Canadian traffic. The population of the northern half of
the Seattle metropolitan area is projected to reach 2.4 million people by the
end of 2004. Employees of such major corporations as Boeing and Microsoft shop
Alderwood Mall's more than 135 specialty stores, including Abercrombie & Fitch,
Ann Taylor, Banana Republic, The Disney Store and Eddie Bauer. Alderwood Mall is
currently being transformed into a shopping, dining and entertainment
destination center by adding over 50 new stores and restaurants and a new 16
screen multiplex theatre including stadium seating, all with projected openings
by late 2004. Alderwood Mall opened in 1979 and is anchored by Nordstrom,
Bon-Marche, JCPenney, and Sears. Alderwood Mall's primary competition consists
of well-established malls and lifestyle centers such as Bellevue Square (a
regional mall 15 miles to the southeast) and Redmond Towne Center (a lifestyle
center 8 miles to the southeast). Such competition is closer to Bellevue and
Seattle and includes retail stores such as Barnes & Noble, Crate & Barrel,
Restoration Hardware, Ross Target and TJ Maxx.
Crossroads Center is located in St. Cloud, Minnesota, one of the Minneapolis
region's fastest growing areas. Crossroads Center has a GLA of 803,000 square
feet and features Marshall Field's, JC Penney, Target and Sears, plus over 120
specialty shops including Eddie Bauer, GAP, American Eagle Outfitters, Hot Topic
and Pacific Sunwear. A 127,000 square foot Scheels All Sports store is scheduled
to open in March 2004 and a 63,000 square foot food court is scheduled to open
in April 2004. The local economy is fueled by the high technology, industrial,
education, medical and retail industries, along with the granite, printing and
lens manufacturing industries, which have a long history in St. Cloud.
Crossroads Center opened in 1966 and was extensively remodeled in 1996. The
mall's principal competition is from well established malls in the Twin Cities,
primarily Ridgedale, a 1,035,000 square foot mall anchored by JCPenney, Marshall
Fields, and Sears; Mall of America, a 2,616,000 square foot mall, anchored by
Bloomingdale's, Macy's, Nordstrom, and Sears; Albertville Outlet Center located
42 miles southeast of St. Cloud; and a lifestyle center, The Shoppes at Arbor
Lake with 411,000 square feet of GLA, located 52 miles southeast of St. Cloud.
Fox River Mall is a 1,216,000 square foot, single-level, enclosed regional
shopping center strategically located in Appleton, Wisconsin, a flourishing
business district northwest of Milwaukee and southeast of Green Bay. Fox River
Mall has rapidly growing customer base of over 600,000 customers who live within
30 minutes of the mall. The property has over 180 stores including Marshall
Field's, Younkers, Scheels All Sports, Pottery Barn, Coldwater Creek, Chico's,
Target, Ann Taylor, Abercrombie & Fitch, Aeropostale, and Build-A-Bear.
Restaurant choices include Northwood's Cafe, Fox River Brewing Company, Atlanta
Bread Company, Timber Lodge Steakhouse, Home Town Buffet, Red Lobster, Baker's
Square and TGI Friday's. Fox River Mall's principal competition is from Bay Park
Square which is located 28 miles to the northeast in Green Bay, Forest Mall
(southeast of Fox River in Fond du Lac) and certain big box retailers in the
local market. Bay Park Square is a 658,000 square foot regional mall anchored by
Kohl's, Elder-Beerman, Shopko and Younkers. Forest Mall is a 501,000 square foot
regional mall anchored by JCPenney, Sears, Younkers, Staples and Kohl's.
ENVIRONMENTAL MATTERS
Under various federal, state and local laws and regulations, an owner of real
estate is liable for the costs of removal or remediation of certain hazardous or
toxic substances on such real estate. These laws often impose such liability
without regard to whether the owner knew of, or was responsible for, the
presence of such hazardous or toxic substances. The costs of remediation or
removal of such substances may be substantial, and the presence of such
substances, or the failure to promptly remediate such substances, may adversely
affect the owner's ability to sell such real estate or to borrow using such real
estate as collateral. In connection with its ownership and
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operation of the Portfolio Centers, the Company or the relevant property venture
through which the property is owned, may be potentially liable for such costs.
All of the Portfolio Centers have been subject to Phase I environmental
assessments, which are intended to discover information regarding, and to
evaluate the environmental condition of, the surveyed and surrounding
properties. The Phase I assessments included a historical review, a public
records review, a preliminary investigation of the site and surrounding
properties, screening for the presence of asbestos, polychlorinated biphenyls
("PCBs") and underground storage tanks and the preparation and issuance of a
written report, but do not include soil sampling or subsurface investigations.
Where the Phase I assessment so recommended, a Phase II assessment was conducted
to further investigate any issues raised by the Phase I assessment. In each case
where Phase I and/or Phase II assessments resulted in specific recommendations
for remedial actions required by law, management has either taken or scheduled
the recommended action.
Neither the Phase I nor the Phase II assessments have revealed any environmental
liability that the Company believes would have a material effect on the
Company's business, assets or results of operations, nor is the Company aware of
the existence of any such liability. Nevertheless, it is possible that these
assessments do not reveal all environmental liabilities or that there are
material environmental liabilities of which the Company is unaware. Moreover, no
assurances can be given that (i) future laws, ordinances or regulations will not
impose any material environmental liability or (ii) the current environmental
condition of the Portfolio Centers will not be adversely affected by tenants and
occupants of the Portfolio Centers, by the condition of properties in the
vicinity of the Portfolio Centers (such as the presence on such properties of
underground storage tanks) or by third parties unrelated to the Company.
EMPLOYEES
As of March 11, 2004, the Company had 3,850 full-time employees. Certain
employees at three of the Portfolio Centers are subject to collective bargaining
agreements. The Company's management believes that its employee relations are
satisfactory and there has not been a labor-related work stoppage at any of its
Portfolio Centers.
INSURANCE
The Company has comprehensive liability, fire, flood, earthquake, terrorist,
extended coverage and rental loss insurance with respect to the Portfolio
Centers. The Company's management believes that all of the Portfolio Centers are
adequately covered by insurance.
QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST AND TAXABILITY OF DISTRIBUTIONS
General Growth currently qualifies as a real estate investment trust pursuant to
the requirements contained in Sections 856-858 of the Internal Revenue Code of
1986, as amended (the "Code"). If, as General Growth contemplates, such
qualification continues, General Growth will not be taxed on its real estate
investment trust taxable income. During 2003, General Growth distributed (or was
deemed to have distributed) 100% of its taxable income to its preferred and
common stockholders as detailed in the following table:
2003 2002 2001
---- ---- ----
Distributions declared per common share (1) $ 1.02 $0.890 $0.747
Return of capital (1) - 0.177 0.179
Ordinary income (1) 1.003 0.710 0.568
Unrecaptured Section 1250 capital gains (1) 0.017 0.003 -
2003 2002 2001
---- ---- ----
Distributions declared per preferred share $1.431 $1.812 $1.812
Ordinary income 1.403 1.802 1.812
Unrecaptured Section 1250 capital gains 0.028 0.010 -
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(1) Due to the three-for-one stock split effective December 5, 2003, all per
share amounts have been reflected on a post-split basis.
AVAILABLE INFORMATION
General Growth makes available free of charge through its website at
www.generalgrowth.com all reports it electronically files with, or furnishes to,
the Securities and Exchange Commission (the "SEC"), including its Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as any amendments to those filings, as soon as reasonably practicable after
those documents are filed with, or furnished to, the SEC. These filings are also
accessible on the SEC's website at www.sec.gov. The Company also makes available
free of charge through its website (i) its Corporate Governance Guidelines, (ii)
its Code of Business Conduct and Ethics (including any waivers therefrom granted
to executive officers or directors) and (iii) the charters of the Audit,
Compensation and Nominating & Governance committees of its Board of Directors.
All of these above referenced documents are also available without charge to any
person who requests them in writing to:
General Growth Properties, Inc.
Attn: Elizabeth Coronelli
Vice President-Investor Relations
110 North Wacker Drive
Chicago, Illinois 60606
ITEM 2. PROPERTIES
The Company's investment in real estate as of December 31, 2003, consisted of
its interests in the properties in the Company Portfolio, developments in
progress and certain other real estate. In most cases, the land underlying the
retail properties in the Company Portfolio is also owned by the Company;
however, at a few of the centers, all or part of the underlying land is owned by
a third party that leases the land to the Company pursuant to a long-term ground
lease.
LEASING
The following schedule shows Mall Store scheduled lease expirations over the
next five years.
CONSOLIDATED AND UNCONSOLIDATED CENTERS
FIVE YEAR LEASE EXPIRATION SCHEDULE (1)
ALL EXPIRATIONS EXPIRATIONS @ SHARE (2)
---------------------------------- ----------------------------------
BASE RENT FOOTAGE RENT/PSF BASE RENT FOOTAGE RENT/PSF
------------ ---------- -------- ------------ ---------- --------
CONSOLIDATED
CENTERS
2004 $ 43,791,846 1,704,556 $ 25.69 $ 43,791,846 1,704,556 $ 25.69
2005 60,858,372 2,308,795 26.36 60,858,372 2,308,795 26.36
2006 61,360,467 2,262,276 27.12 61,360,467 2,262,276 27.12
2007 53,535,438 2,015,806 26.56 53,535,438 2,015,806 26.56
2008 51,805,536 1,853,998 27.94 51,805,536 1,853,998 27.94
------------ ---------- ------- ------------ ---------- -------
TOTAL $271,351,659 10,145,431 $ 26.75 $271,351,659 10,145,431 $ 26.75
============ ========== ======= ============ ========== =======
UNCONSOLIDATED
CENTERS
2004 $ 34,860,423 1,077,746 $ 32.35 $ 16,522,461 505,071 $ 32.71
2005 33,479,102 1,081,680 30.95 16,099,626 521,644 30.86
11 of 53
2006 39,533,792 1,319,347 29.96 18,746,860 623,954 30.05
2007 35,572,395 1,087,647 32.71 17,392,939 530,739 32.77
2008 38,023,101 1,277,589 29.76 18,349,780 616,933 29.74
------------ ---------- ------- ------------ ---------- -------
TOTAL $181,468,813 5,844,009 $ 31.05 $ 87,111,666 2,798,341 $ 31.13
============ ========== ======= ============ ========== =======
(1) Excludes leases on Mall Stores over 40,000 square feet.
(2) Expirations at share reflect the Company's direct or indirect ownership
interest in a joint venture. Management believes that the presentation
of this data for the Unconsolidated Real Estate Affiliates provides
additional operational information that aids in the evaluation of the
Company's earnings from such Unconsolidated Real Estate Affiliates.
12 of 53
THE COMPANY PORTFOLIO DEBT
At December 31, 2003, the Company had direct or consolidated mortgage and other
debt of approximately $6.6 billion (excluding a market value purchase price
adjustment of debt of approximately $6.3 million related to the JP Realty
acquisition). The ratio of variable rate debt to total debt and preferred
Operating Partnership Units was 29.4% at December 31, 2003. Similar amounts for
the total debt and the pro rata share of debt of the Unconsolidated Centers are
$3.7 billion and 33.2% and $1.9 billion and 37.2%, respectively. The following
table reflects the maturity dates of the Company's debt and the related interest
rates, after the effect of the current swap agreements of the Company as
described in Notes 5 and 13.
CONSOLIDATED AND UNCONSOLIDATED DEBT
MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY (a)
AS OF DECEMBER 31, 2003
(Dollars in Thousands)
UNCONSOLIDATED CENTERS
----------------------------------------------
TOTAL COMPANY PRO RATA
CONSOLIDATED UNCONSOLIDATED SHARE OF UNCONSOLIDATED
CENTERS CENTERS (b) CENTERS DEBT (b)
-------------------- --------------------- -----------------------
CURRENT CURRENT CURRENT
AVERAGE AVERAGE AVERAGE
MATURING INTEREST MATURING INTEREST MATURING INTEREST
YEAR AMOUNT (a) RATE (c) AMOUNT (a) RATE (c) AMOUNT (a) RATE (c)
- ---- ---------- -------- ----------- --------- ---------- ---------
2004 454,934 4.54% 180,800 4.73% 87,147 4.78%
2005 417,600 4.79% 288,546 5.01% 140,681 5.06%
2006 1,045,284 4.69% 395,429 7.34% 206,449 7.18%
2007 486,816 4.83% 936,491 2.45% 557,350 2.34%
2008 1,776,229 3.91% 594,496 4.26% 282,248 4.13%
Subsequent $2,462,282 5.37% $ 1,323,176 5.67% $ 633,603 5.61%
---------- ---- ----------- ---- ---------- ----
Totals $6,643,145 4.74% $ 3,718,938 4.71% $1,907,478 4.53%
========== ==== =========== ==== ========== ====
Variable Rate $2,097,246 2.38% $ 1,233,126 2.19% $ 709,557 2.13%
Fixed Rate 4,545,899 5.84% 2,485,812 5.97% 1,197,921 5.95%
---------- ---- ----------- ---- ---------- ----
Totals $6,643,145 4.74% $ 3,718,938 4.71% $1,907,478 4.53%
========== ==== =========== ==== ========== ====
(a) Excludes principal amortization.
(b) Unconsolidated Centers debt is presented in total and pro rata to
reflect the Company's share of debt (either retained (Note 4) or based
on its respective equity ownership interests in the Unconsolidated Real
Estate Affiliates) relating to the properties owned by the
Unconsolidated Real Estate Affiliates.
(c) For variable rate loans, the interest rate reflected is the actual
annualized weighted average rate for the variable rate debt outstanding
during the year ended December 31, 2003.
13 of 53
PROPERTY DATA
The following tables set forth certain information regarding the Consolidated
Centers and the Unconsolidated Centers as of December 31, 2003. The first table
depicts the Consolidated Centers and the second table depicts the Unconsolidated
Centers.
CONSOLIDATED CENTERS
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Ala Moana Center 1959/ 1,649,531/ Macy's, Neiman Marcus, Sears None
Honolulu, Hawaii 1966,1987,1989,1999 820,417
Alameda Plaza 1973/1978 190,341/ Albertsons One
Pocatello, Idaho 46,395
Anaheim Crossing (4) 1980 92,170/ Fullerton Toyota N/A
Anaheim, California 92,170
Animas Valley Mall 1982/2001 500,096/ Dillard's, JCPenney, Kaye Home None
Farmington, New Mexico 230,879 Furnishings, Ross Dress for Less, Sears
Apache Mall 1969/ 747,478/ Herberger's, JCPenney, None
Rochester, Minnesota 1985,1992,2002 264,486 Marshall Field's, Sears
Austin Bluffs Plaza 1985 114,524/ Longs Drugs One
Colorado Springs, Colorado 42,981
Bailey Hills Plaza 1988 11,887/ Tommy's Paint Pot N/A
Eugene, Oregon 11,887
Baybrook Mall 1978/ 1,082,684/ Dillard's, Foley's, Mervyn's, Sears One
Friendswood (Houston), 1984,1985,1995 342,346
Texas
Bayshore Mall 1987/ 617,917/ Bed Bath & Beyond, Borders None
Eureka, California 1989 397,659 Gottschalks, Mervyn's, Sears
Bellis Fair 1988 768,874/ The Bon Marche, JCPenney, None
Bellingham (Seattle), 349,944 Mervyn's, Sears, Target
Washington
Birchwood Mall 1990/ 790,763/ GKC Theaters, JCPenney, None
Port Huron (Detroit), 1991,1997 334,534 Marshall Field's, Sears, Target, Younkers
Michigan
Boise Plaza 1979/ 108,464/ Albertsons, Burlington Coat Factory None
Boise, Idaho 1984 0
Boise Towne Plaza (4) 1999 116,677/ Circuit City, Linensn Things, None
Boise, Idaho 25,143 Old Navy
Boise Towne Square 1988 1,143,761/ The Bon Marche, Dillard's, None
Boise, Idaho 474,981 JCPenney, Mervyn's, Sears
The Boulevard Mall 1968/ 1,184,376/ Dillard's, JCPenney, Macy's, Sears None
Las Vegas, Nevada 1992 396,340
Cache Valley Mall 1976 307,912/ Dillard's, Dillard's Men's and Home None
Logan, Utah 162,080 Store, JCPenney
14 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Cache Valley Marketplace 1976 157,713/ Home Depot N/A
Logan, Utah 157,713
Capital Mall 1978/ 529,586/ Dillard's, JCPenney, Sears None
Jefferson City, Missouri 1985,1992 299,901
Century Plaza 1975/ 743,795/ JCPenney, McRae's, Rich's, Sears None
Birmingham, Alabama 1990,1994 255,319
Chapel Hills Mall 1982/ 1,169,050/ Dillard's, Foley's, JCPenney, Kmart, None
Colorado Springs, Colorado 1986,1997,1998 423,611 Mervyn's, Sears
Chico Mall 1988 502,648/ Gottschalks, JCPenney, Sears One
Chico, California 180,520
Coastland Center 1977/ 925,627/ Burdines, Dillard's, JCPenney, Sears None
Naples, Florida 1985,1996 335,237
Colony Square Mall 1981/ 549,512/ Elder-Beerman, JCPenney, Sears One
Zanesville, Ohio 1985,1987 291,508
Columbia Mall 1985/ 740,462/ Dillard's, JCPenney, Sears, Target None
Columbia, Missouri 1986 325,018
Coral Ridge Mall 1998 1,065,949/ Dillard's, JCPenney, Scheel's All Sports, None
Coralville (Iowa City), 418,711 Sears, Target, Younkers
Iowa
Coronado Center 1964/ 1,159,741/ Foley's, JCPenney, Macy's, Mervyn's, None
Albuquerque, 1975,1976,1984,1992, 415,412 Sears
New Mexico 1995
Cottonwood Mall 1962/ 753,135/ JCPenney, Meier & Frank None
Salt Lake City, Utah 1984 373,627
Cottonwood Square 1984 77,079/ Software & More One
Salt Lake City, Utah 35,467
Country Hill Plaza 1978 139,666 McKay-Dee Hospital Center, None
Ogden (Salt Lake City), 59,383 Smith's Food & Drug
Utah
Crossroads Center 1966/ 803,130/ JCPenney, Marshall Field's, None
St. Cloud, Minnesota 1995 279,688 Sears, Target
The Crossroads 1980/ 769,179/ JCPenney, Marshall Field's, Mervyn's, None
Portage (Kalamazoo), 1992 266,219 Sears
Michigan
Cumberland Mall 1973/ 1,159,075/ JCPenney, Rich's, Sears One
Atlanta, Georgia 1989 324,960
Division Crossing 1990 100,760/ Rite Aid, Safeway None
Portland, Oregon 32,808
Eagle Ridge Mall 1996/ 624,833/ Dillard's, JCPenney, Regal Cinemas, None
Lake Wales (Orlando), 2000 274,846 Sears
Florida
Eastridge Mall 1982/ 571,859/ The Bon Marche, JCPenney, Sears, None
Casper, Wyoming 1997 282,063 Target
15 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Eden Prairie Center 1976/ 1,144,719/ AMC Theatres, Kohl's, Mervyn's, Sears, None
Eden Prairie (Minneapolis), 1989,1994,2001 335,012 Target, Von Maur
Minnesota
Fallbrook Center 1966/ 784,517/ Kohl's, Laemmle Theatres, Mervyn's, One
West Hills (Los Angeles), 1986,2002,2003 374,444 Old Navy, Ross Dress for Less, Target,
California Trader Joe's
Foothills Mall 1973/ 800,915/ Foley's, JC Penney, Mervyn's, None
Fort Collins, Colorado 1980,1989 402,953 Ross Dress for Less, Safeway, Sears
Fort Union 1978/ 32,968/ Bucca Di Beppo N/A
Salt Lake City, Utah 1982-1987 32,968
Fox River Mall 1984/ 1,215,934/ Cost Plus World Market, JCPenney, None
Appleton, Wisconsin 1986,1991,1997,2002, 432,917 Marshall Field's, Scheel's All Sports,
2003 Sears, Target, Younkers
Fremont Village 1977 102,991/ Sav-On Drug, Smith's Food & Drug None
Las Vegas, Nevada 25,643
Gateway Crossing Shopping
Center 1992 183,526/ All A Dollar, Barnes & Noble, Michael's, None
Bountiful (Salt Lake 83,230 Ross Dress for Less, TJ Maxx
City), Utah
Gateway Mall 1990/ 725,738/ Movies 12, Sears, Target One
Springfield, Oregon 1999 404,519
Glenbrook Square 1966/ 1,208,279/ JC Penney, L.S. Ayres, Marshall Field's, None
Fort Wayne, Indiana 1982,1986 431,409 Sears
Grand Teton Mall 1984 543,525/ The Bon Marche, Dillard's, JCPenney, None
Idaho Falls, Idaho 219,600 Sears
Grand Traverse Mall 1992 593,131/ GKC Theaters, JCPenney, Marshall Field's, None
Traverse City, Michigan 279,740 Target
Greenwood Mall 1979/ 836,309/ Dillard's, Famous Barr, JCPenney, Sears None
Bowling Green, Kentucky 1987,1996,2002 407,256
Halsey Crossing 1990/ 99,413/ Safeway None
Gresham (Portland), 2000 46,649
Oregon
KIDK/Baskin Robbins 1980 1,814/ Baskin Robbins N/A
Idaho Falls, Idaho 1,814
Knollwood Mall 1955/ 410,576/ Cub Foods, Kohl's None
St. Louis Park, 1981,1999 199,976
(Minneapolis), Minnesota
Lakeview Square 1983/ 546,026/ JCPenney, Marshall Field's, Sears None
Battle Creek, Michigan 1998,2001 254,433
Landmark Mall 1965/ 904,189/ Hecht's, Lord & Taylor, Sears None
Alexandria (Washington, 1989,1990 345,252
D.C.),
Virginia
Lansing Mall 1969/ 829,870/ JCPenney, Marshall Field's, Mervyn's, None
Lansing, Michigan 2001 438,700 Younkers
Lockport Mall 1975/ 336,075/ The Bon Ton, Rosa's Homestore One
Lockport, New York 1984 122,994
16 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Lynnhaven Mall 1981/ 1,297,503/ AMC Theatres, Dick's Clothing & Sporting Two
Virginia Beach, Virginia 1991,1996 450,907 Goods, Dillard's, Hecht's, JCPenney,
Lord & Taylor
Mall of the Bluffs 1986/ 683,642/ Dillard's, Drug Town, Hy-Vee, JCPenney, None
Council Bluffs 1988,1998 309,176 Sears, Target
(Omaha, Nebraska), Iowa
Mall St. Vincent 1976/ 541,807/ Dillard's, Sears None
Shreveport, Louisiana 1991 193,807
Mall at Sierra Vista 1999 332,430/ Cinemark Theatres, Dillard's, Sears None
Sierra Vista, Arizona 101,160
The Maine Mall 1971/ 1,050,184/ Best Buy, Chuck E. Cheese, Filene's, None
Portland, Maine 1982,1986 367,250 Filene's Home Store, JCPenney, Linens 'n
Things, Macy's, Sears, Sports Authority
Market Place Shopping Center 1976/1984 1,030,281/ Bergner's, Famous Barr, JCPenney, None
Champaign, Illinois 1987,1990,1994,1999 494,535 Sears
Mayfair 1958/ 1,070,128/ AMC Theatres, Boston Store, None
Wauwatosa (Milwaukee), 1973,1986,1994,2001 481,669 Marshall Field's
Wisconsin
Meadows Mall 1978/ 944,399/ Dillard's, JCPenney, Macy's, Sears None
Las Vegas, Nevada 1987,1997 307,546
Northgate Mall 1972/ 803,336/ JCPenney, Proffitt's, Sears, T.J. Maxx None
Chattanooga, Tennessee 1991,1997 330,716
Northridge Fashion Center 1971/ 1,447,702/ JCPenney, Macy's, Pacific Theatres, None
Northridge (Los Angeles), 1995,1997 572,259 Robinsons-May, Sears
California
North Plains Mall 1985/ 298,378/ Beall's, Dillard's, JCPenney, Sears None
Clovis, New Mexico 1988 104,297
North Temple Shops 1970 10,078/ East Sea N/A
Salt Lake City, Utah 10,078
North Town Mall 1955/1961,1977 1,053,747/ The Bon Marche, JCPenney, One
Spokane, Washington 1984,1989,1992, 500,496 Mervyn's, Sears
1999-2000
Oak View Mall 1991 863,397/ Dillard's, JCPenney, Sears, Younkers None
Omaha, Nebraska 259,137
Oakwood Mall 1986/ 822,813/ JCPenney, Marshall Field's, None
Eau Claire, Wisconsin 1991,1995,1997 337,737 Scheel's All Sports, Sears, Younkers
Oglethorpe Mall 1969/1974, 943,608/ Belk, JCPenney, Rich's, Sears None
Savannah, Georgia 1982,1990,1992,2002 407,024
Orem Plaza-Center Street 1977/ 85,221/ Savers, Showbiz Pizza, Utah Office None
Orem, Utah 1989 73,660 Supply Company
Orem Plaza-State Street 1975 27,557/ Label Tech, Tuesday Morning N/A
Orem, Utah 27,557
Park City Center 1970/ 1,364,998/ The Bon Ton, Boscov's, JCPenney, None
Lancaster (Philadelphia), 1988,1997 501,809 Kohl's, Sears
Pennsylvania
17 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Park Place 1975/ 1,044,904/ Dillard's, Macy's, Sears None
Tucson, Arizona 1998,2001 463,447
Peachtree Mall 1975/ 810,546/ Dillard's, JCPenney, Parisian, Rich's None
Columbus, Georgia 1985,1993 308,814
Pecanland Mall 1985 947,223/ Dillard's, JCPenney, McRae's, Mervyn's, None
Monroe, Louisiana 329,227 Sears
Piedmont Mall 1984/ 662,092/ Belk, Belk Men's, JCPenney, Sears One
Danville, Virginia 1995 189,472
Pierre Bossier Mall 1982/ 610,240/ Dillard's, JCPenney, Sears, Stage One
Bossier City (Shreveport), 1985,1993 228,336
Louisiana
Pine Ridge Mall 1981 602,589/ The Bon Marche, Dillard's, JCPenney, None
Pocatello, Idaho 164,602 Sears, ShopKo
The Pines 1986/ 602,646/ Dillard's, JCPenney, Sears, Wal-Mart None
Pine Bluff, Arkansas 1990 262,939
Plaza 800 1975 176,431/ Albertsons, ShopKo None
Reno, Nevada 27,806
Plaza 9400 1979 228,661/ Albertsons, Deseret Industries, None
Sandy, Utah 67,017 F red Meyer Department Store
Prince Kuhio Plaza 1985/ 510,025/ Macy's, Sears One
Hilo, Hawaii 1994,1999 273,905
Provo Towne Centre (5) 1998 801,167/ Cinemark Theatres, Dillard's, None
Provo, Utah 231,098 JCPenney, Sears
Red Cliffs Mall 1990 383,403/ Dillard's, JCPenney, Sears One
St. George, Utah 106,346
Red Cliffs Plaza 1994 57,304/ Wal-Mart N/A
St. George, Utah 57,304
Regency Square Mall 1968/ 1,461,245/ Belk, Dillard's, JCPenney, Sears One
Jacksonville, Florida 1992,1997,1998,2001 582,244
Rio West Mall 1981/ 444,861/ Beall's, JCPenney One
Gallup, New Mexico 1991,1998 263,728
River Falls Mall 1990 746,459/ Dillard's, Toys `R' Us, Wal-Mart None
Clarksville, Indiana 401,421
River Hills Mall 1991/ 645,686/ Herberger's, JCPenney, Sears, Target None
Mankato, Minnesota 1996 283,637
Riverlands Shopping Center 1965/ 183,959/ Big Lots, Silver Cinema, Stage N/A
LaPlace (New Orleans), 1984,1990 183,959
Louisiana
River Pointe Plaza 1988 224,318/ Albertsons, ShopKo None
West Jordan, Utah 73,887
Riverside Plaza 1977/ 174,755/ Macy's, Rite Aid None
Provo, Utah 1993 82,347
18 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
RiverTown Crossings 1999 1,259,363/ Galyan's, JCPenney, Kohl's, Marshall None
Grandville (Grand Rapids), 532,392 Field's, Sears, Younkers
Michigan
Rogue Valley Mall 1986 635,214/ JCPenney, Meier and Frank, None
Medford (Portland), Oregon 1991,1996,2002 278,230 Meier and Frank Home Store, Mervyn's
Saint Louis Galleria 1986/ 1,165,940/ Dillard's, Famous Barr, Lord & Taylor None
St. Louis, Missouri 1991,1995,2002 476,260
Salem Center 1979/ 648,085/ JCPenney, Meier & Frank, Mervyn's, None
Salem, Oregon 1988,1995 210,085 Nordstrom
Sikes Senter 1974/ 670,288/ Dillard's, JC Penney, Sears None
Wichita Falls, Texas 1984,2002 295,598
Silver Lake Mall 1989 334,875 The Bon Marche, JCPenney, Sears One
Coeur d'Alene, Idaho 117,382
Sooner Mall 1976/ 508,509/ Dillard's, JCPenney, Old Navy, None
Norman, Oklahoma 1989,1999 168,437 Sears, Stein Mart
Southlake Mall 1976/ 1,012,900/ JCPenney, Rich's, Sears One
Morrow (Atlanta), 1995,1999,2000 274,400
Georgia
Southland Mall 1964/ 1,355,114/ JCPenney, Macy's, Mervyn's, Sears None
Hayward, California 1985 614,850
Southshore Mall 1981 277,386/ JCPenney, Sears None
Aberdeen, Washington 143,611
Southwest Plaza 1983/ 1,298,197/ Dillard's, Foley's, JCPenney, Sears One
Littleton (Denver), 1994,2001 661,020
Colorado
Spokane Valley Mall (5) 1997/ 741,661/ The Bon Marche, JCPenney, Sears None
Spokane, Washington 2001 359,357
Spokane Valley Plaza (6) 2001 132,048/ Linens `n Things, Old Navy, None
Spokane, Washington 6,000 Sportsman's Warehouse, T.J. Maxx
Spring Hill Mall 1980/ 1,103,175/ Carson Pirie Scott, JCPenney, Kohl's, None
West Dundee (Chicago), 1992 370,379 Marshall Field's, Sears, Wickes Furniture
Illinois
Three Rivers Mall 1987 509,308/ The Bon Marche, JCPenney, Sears One
Kelso, Washington 312,973
Tucson Mall 1982/ 1,295,612/ Dillard's, JCPenney, Macy's, None
Tucson, Arizona 1991,1993,2003 437,348 Mervyn's, Robinsons-May, Sears
Twin Falls Crossing 1976 37,680/ Kalic Investors None
Twin Falls, Idaho 0
University Crossing 1971/ 206,030/ Barnes & Noble, Burlington Coat Factory, None
Orem, Utah 1975,1995 40,733 CompUSA, OfficeMax, Pier 1 Imports
Valley Hills Mall 1978/ 905,186/ Belk, Dillard's, JCPenney, Sears None
Hickory, North Carolina 1988,1990,1996,2001 293,670
19 of 53
TOTAL GLA/MALL
YEAR AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED GLA ANCHOR
LOCATION (1) OR EXPANDED (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES (3)
- --------------------------- ------------------- ----------------- ----------------------------------------- -------------
Valley Plaza Mall 1967/ 1,155,654/ Gottschalks, JCPenney, Macy's, None
Bakersfield, California 1986,1988,2002 428,965 Robinsons-May, Sears
Victoria Ward 1972/1982,1995, 603,886/ Borders Books, Dave & Busters, None
Honolulu, Hawaii 1997,1998,1999,2001 538,290 Sports Authority
Visalia Mall 1964/ 439,833/ Gottschalks, JCPenney None
Visalia, California 1997 182,833
West Valley Mall 1995/ 836,573/ Gottschalks, JCPenney, Movies 14, None
Tracy (San Francisco), 1997 455,624 Sears, Target
California
Westwood Mall 1972/ 454,636/ Elder-Beerman, JCPenney One
Jackson, Michigan 1993 136,542
White Mountain Mall 1978 339,713/ Harley Davidson, Herberger's, JCPenney One
Rock Springs, Wyoming 175,559
Woodlands Village 1989 91,858/ Bashas' N/A
Flagstaff, Arizona 91,858
Yellowstone Square 1973/ 222,017/ Los Betos Mexican Food, Pizza Hut Three
Idaho Falls, Idaho 1977,1988 55,284
(1) In certain cases, where a Center's location is part of a larger
metropolitan area, the metropolitan area is identified in parentheses.
(2) Includes square footage added in redevelopment/expansion projects.
(3) Anchor vacancy is not applicable for certain smaller strip mall,
community center or free-standing properties in which tenants are not
defined as anchors.
(4) Owned in a joint venture with independent, non-controlling minority
investors.
(5) Owned in a joint venture with affiliate of one of the Anchor stores
with a 25% minority ownership interest.
(6) Owned by the Spokane Valley Mall joint venture described in
(5) above.
20 of 53
UNCONSOLIDATED CENTERS
OWNERSHIP TOTAL GLA/MALL
YEAR INTEREST % AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED OF OPERATING GLA ANCHOR
LOCATION (1) OR EXPANDED PARTNERSHIP (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES
- --------------------------- ------------------- ------------ ----------------- --------------------------------- ----------
Alderwood Mall 1979/ 50 997,397/ The Bon Marche, JCPenney, None
Lynnwood (Seattle), 1995,1996 306,176 Nordstrom, Sears
Washington
Altamonte Mall 1974/ 50 1,173,381/ Burdines, Dillard's, JCPenney, None
Altamonte Springs (Orlando), 1989,2003 494,833 Sears
Florida
Arrowhead Towne Center 1993 16.7 1,124,597/ Dillard's, JCPenney, Mervyn's, None
Glendale, Arizona 386,183 Robinsons-May, Sears
Bay City Mall 1991/ 50 524,960/ JCPenney, Sears, Target, None
Bay City, Michigan 1994,1997 209,309 Younkers
Brass Mill Center and Commons 1997 50 1,184,891/ Barnes & Noble, Filene's, One
Waterbury, Connecticut 348,773 JCPenney, Office Max, Sears,
Toys 'R' Us
Carolina Place 1991/ 50 1,106,677/ Belk, Dillard's, Hecht's, None
Pineville (Charlotte), 1994 332,991 JCPenney, Sears
North Carolina
Chula Vista Center 1962/ 50 876,631/ JCPenney, Macy's, Mervyn's, None
Chula Vista (San Diego), 1988,1994 288,494 Sears, Ultrastar Theaters
California
Clackamas Town Center 1981/ 50 1,181,819/ JCPenney, Meier & Frank, Meier None
Portland, Oregon 1994 406,977 & Frank Home Store, Nordstrom,
Sears
Columbiana Centre 1990/ 50 827,493/ Belk, Dillard's, Parisian, Sears None
Columbia, South Carolina 1993 268,516
Deerbrook Mall 1984/ 50 1,202,111/ AMC Theatres, Dillard's, Foley's, None
Humble (Houston), Texas 1996 361,559 JCPenney, Mervyn's, Sears
Eastridge Mall 1971/ 51 1,173,704/ JCPenney, Macy's, Sears None
San Jose, California 1982,1985,1995 501,433
First Colony Mall 1996 50 1,000,058/ Dillard's, Foley's, JCPenney, None
Sugar Land (Houston), Texas 381,010 Mervyn's
Florence Mall 1976/ 50 919,202/ JCPenney, Lazarus, Lazarus None
Florence 1994 366,795 Home Store, Sears
(Cincinnati, Ohio), Kentucky
Galleria at Tyler 1970/ 50 1,050,942/ JCPenney, Macy's, None
Riverside, California 1991 437,482 Nordstrom, Robinsons-May
Glendale Galleria 1976/ 50 1,318,224/ JCPenney, Macy's, Mervyn's, None
Glendale, California 1983,1997 513,224 Nordstrom, Robinsons-May
Kenwood Towne Centre 1956/ 50 1,086,744/ Dillard's, Lazarus, Parisian None
Cincinnati, Ohio 1988 485,152
Lakeland Square Mall 1988/ 50 898,612/ Belk, Burdines, Dillard's, None
Lakeland (Orlando), Florida 1994 288,574 Dillard's Men's and Home Store,
JCPenney, Sears
21 of 53
UNCONSOLIDATED CENTERS
OWNERSHIP TOTAL GLA/MALL
YEAR INTEREST % AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED OF OPERATING GLA ANCHOR
LOCATION (1) OR EXPANDED PARTNERSHIP (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES
- --------------------------- ------------------- ------------ ----------------- --------------------------------- ----------
Montclair Plaza 1968/ 50 1,371,398/ Circuit City, JCPenney, None
Montclair (San Bernadino), 1985 461,512 Linens 'n Things, Macy's,
California Nordstrom, Robinsons-May, Sears
Moreno Valley Mall 1992 50 1,035,165/ Gottschalks, JCPenney, None
Moreno Valley (Riverside), 429,631 Robinsons-May, Sears
California
Natick Mall 1966/ 50 1,159,175/ Filene's, Lord & Taylor, Macy's, None
Natick (Boston), 1994 432,513 Sears
Massachusetts
Neshaminy Mall 1968/ 25 1,007,641/ AMC Theatres, Boscov's, Sears, None
Bensalem, Pennsylvania 1995,1998 313,049 Strawbridge & Clothiers
Newgate Mall 1981/ 50 688,531/ Dillard's, Gart Sports, Mervyn's, None
Ogden (Salt Lake City), 1994,1998 216,397 Sears, Tinsel Town
Utah
NewPark Mall 1980/ 50 1,168,584/ JCPenney, Macy's, Mervyn's, None
Newark (San Francisco), 1993 425,120 Sears, Target
California
Northbrook Court 1976/ 50 1,009,794/ AMC Theatres, Lord & Taylor, None
Northbrook (Chicago), 1995,1996 393,875 Marshall Field's, Neiman Marcus
Illinois
North Point Mall 1993 50 1,361,406/ Dillard's, JCPenney, Lord & None
Alpharetta (Atlanta), Georgia 395,119 Taylor, Parisian, Rich's, Sears
The Oaks Mall 1978/ 51 898,359/ Belk, Burdines, Dillard's, None
Gainesville, Florida 1995 340,492 JCPenney, Sears
The Parks at Arlington 1988/ 50 1,525,194/ Dillard's, Foley's, Galyan's, None
Arlington (Dallas), Texas 1996,2002 477,249 The Great Indoors, JCPenney,
Mervyn's, Sears
Pembroke Lakes Mall 1992/ 50 1,110,514/ Burdines, Dillard's, Dillard's None
Pembroke Pines 1997 399,239 Men's and Home Store,
(Fort Lauderdale), Florida JCPenney, Sears
Quail Springs Mall 1980/ 50 1,127,659/ American Multi Cinema, None
Oklahoma City, Oklahoma 1992,1998,1999 342,859 Dillard's, Foley's, JCPenney,
Sears
The Shoppes at Buckland Hills 1990/ 50 1,043,029/ Dick's Clothing & Sporting None
Manchester, Connecticut 1994 450,418 Goods, Filene's, JCPenney,
Lord & Taylor, Sears
Silver City Galleria 1992/ 50 1,044,330/ Filene's, JCPenney, Sears, Two
Taunton (Boston), 1999 432,144 Silver City Cinemas
Massachusetts
Steeplegate Mall 1990 50 482,037/ The Bon Ton, JCPenney, Sears None
Concord, New Hampshire 225,690
Stonebriar Centre 2000 50 1,652,257/ Foley's, Galyan's, JCPenney, None
Frisco (Dallas), Texas 705,840 Macy's, Nordstrom, Sears
22 of 53
UNCONSOLIDATED CENTERS
OWNERSHIP TOTAL GLA/MALL
YEAR INTEREST % AND FREESTANDING
NAME OF CENTER/ OPENED/REMODELED OF OPERATING GLA ANCHOR
LOCATION (1) OR EXPANDED PARTNERSHIP (SQUARE FEET) (2) ANCHORS/SIGNIFICANT TENANTS VACANCIES
- --------------------------- ------------------- ------------ ----------------- --------------------------------- ----------
Superstition Springs Center 1990/ 16.7 1,057,019/ Dillard's, JCPenney, Mervyn's, None
East Mesa (Phoenix), 1994 363,027 Robinsons-May, Sears
Arizona
Town East Mall 1971/ 50 1,251,080/ Dillard's, Foley's, JCPenney, None
Mesquite (Dallas), 1986,1996,1998,2000 441,694 Sears
Texas
Tysons Galleria 1988/ 50 824,341/ Macy's, Neiman Marcus, None
McLean (Washington, D.C.), 1994,1997 312,408 Saks Fifth Avenue
Virginia
Vista Ridge Mall 1989/ 50 1,052,836/ Dillard's, Foley's, JCPenney, None
Lewisville (Dallas), Texas 1991 382,626 Sears
Washington Park Mall 1984/ 50 352,125/ Dillard's, JCPenney, Sears None
Bartlesville, Oklahoma 1986 157,829
West Oaks Mall 1996/ 50 1,072,089/ AMC Theatres, Dillard's, None
Ocoee (Orlando), Florida 1998 371,333 JCPenney, Parisian, Sears
Westroads Mall 1968/ 51 1,121,199/ Galyan's, JCPenney, Von Maur, One
Omaha, Nebraska 1990,1995,1999,2003 355,899 Younkers
Willowbrook Mall 1981/ 50 1,532,224/ Dillard's, Foley's, JCPenney, None
Houston, Texas 1992 425,640 Lord & Taylor, Sears
The Woodlands Mall 1994/ 50 1,191,822/ Dillard's, Foley's, JCPenney, None
The Woodlands 1998 363,857 Mervyn's, Sears
(Houston), Texas
(1) In certain cases where a Center's location is part of a larger
metropolitan area, the metropolitan area is identified in parenthesis.
(2) Includes square footage added in redevelopment/expansion projects.
ANCHORS
Anchors have traditionally been a major factor in the public's image of an
enclosed shopping center. Although certain of the properties in the Company
Portfolio have Anchors or significant tenants other than department stores,
Anchors are generally department stores whose merchandise appeals to a broad
range of shoppers. Anchors either own their stores, the land under them and
adjacent parking areas, or enter into long-term leases at rates that are
generally lower than the rents charged to Mall Store tenants. The Portfolio
Centers receive a smaller percentage of their operating income from Anchors than
from Mall Stores. While the market share of traditional department store Anchors
has been declining, strong Anchors continue to play an important role in
maintaining customer traffic and making the Portfolio Centers desirable
locations for Mall Store tenants.
The following table indicates the parent company of each Anchor and sets forth
the number of stores and square feet owned or leased by each Anchor at the
Portfolio Centers as of December 31, 2003.
23 of 53
GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO ANCHORS
AS OF DECEMBER 31, 2003
CONSOLIDATED UNCONSOLIDATED TOTAL
TOTAL SQUARE FT. TOTAL SQUARE FT. TOTAL SQUARE FT.
STORES (000'S) STORES (000'S) STORES (000'S)
------ ---------- ------ ---------- ------ ----------
Sears
Sears 75 9,686 33 5,198 108 14,884
The Great Indoors - - 1 133 1 133
-- ----- -- ----- --- ------
Subtotal Sears 75 9,686 34 5,331 109 15,017
== ===== == ===== === ======
JCPenney 75 7,799 33 4,353 108 12,152
Dillard's Inc.
Dillard's 38 5,540 19 3,506 57 9,046
Dillard's Men's and Home Store 1 36 2 157 3 193
-- ----- -- ----- --- ------
Sub-Total Dillard's Inc. 39 5,576 21 3,663 60 9,239
== ===== == ===== === ======
Target Corporation
Mervyn's 17 1,428 8 674 25 2,102
Target 14 1,532 2 300 16 1,832
Marshall Field's 13 1,758 1 280 14 2,038
-- ----- -- ----- --- ------
Sub-Total Target Corporation 44 4,718 11 1,254 55 5,972
== ===== == ===== === ======
May Department Stores Company
Foley's 7 742 10 1,903 17 2,645
Robinsons-May 3 448 4 676 7 1,124
Lord & Taylor 3 354 5 579 8 933
Filene's 1 125 4 665 5 790
Meier & Frank 3 502 1 199 4 701
Hecht's 2 397 1 147 3 544
Famous Barr 3 534 - - 3 534
Meier & Frank Home Store 1 84 1 166 2 250
L.S. Ayres & Company 1 242 - - 1 242
Strawbridge & Clothiers - - 1 218 1 218
Filene's Home Store 1 41 - - 1 41
-- ----- -- ----- --- ------
Sub-Total May Department Stores Company 25 3,469 27 4,553 52 8,022
== ===== == ===== === ======
Federated Department Stores, Inc.
Macy's 12 1,938 9 1,679 21 3,617
The Bon Marche 9 764 1 221 10 985
Rich's 5 829 1 240 6 1,069
Burdines 1 138 4 538 5 676
Lazarus - - 2 361 2 361
Lazarus Home Store - - 1 112 1 112
-- ----- -- ----- --- ------
Sub-Total Federated Department Stores, Inc. 27 3,669 18 3,151 45 6,820
== ===== == ===== === ======
Saks Holdings Incorporated
Younkers 7 788 2 224 9 1,012
Parisian 1 86 4 542 5 628
McRae's 3 250 - - 3 250
Herberger's 3 187 - - 3 187
Boston Store 1 211 - - 1 211
Bergner's 1 154 - - 1 154
Carson Pirie Scott 1 138 - - 1 138
Saks Fifth Avenue - - 1 120 1 120
Proffitt's 1 90 - - 1 90
-- ----- -- ----- --- ------
Sub-Total Saks Holdings Incorporated 18 1,904 7 886 25 2,790
== ===== == ===== === ======
Belk
Belk 4 636 4 536 8 1,172
Belk Men's 1 34 1 34
-- ----- -- ----- --- ------
Sub-Total Belk 5 670 4 536 9 1,206
== ===== == ===== === ======
24 of 53
GENERAL GROWTH PROPERTIES, INC.
PORTFOLIO ANCHORS
AS OF DECEMBER 31, 2003
(continued)
TOTAL SQUARE FT. TOTAL SQUARE FT. TOTAL SQUARE FT.
STORES (000'S) STORES (000'S) STORES (000'S)
------ ---------- ------ ---------- ------ ----------
American Multi Cinema
AMC Theatres 2 152 3 249 5 401
American Multi Cinema 1 89 1 97 2 186
--- ------ --- ------ --- ------
Sub-Total American Multi Cinema 3 241 4 346 7 587
=== ====== === ====== === ======
Cinemark USA, Inc.
Cinemark 2 113 - - 2 113
Movies 12 1 38 - - 1 38
Movies 14 1 49 - - 1 49
Tinsel Town - - 1 62 1 62
--- ------ --- ------ --- ------
Sub-Total Cinemark USA, Inc. 4 200 1 62 5 262
=== ====== === ====== === ======
The Sports Authority, Inc.
Gart Sports - - 1 64 1 64
Sports Authority 2 86 - - 2 86
--- ------ --- ------ --- ------
Sub-Total The Sports Authority, Inc. 2 86 1 64 3 150
=== ====== === ====== === ======
Hoyts Cinemas
Hoyts Cinemas - - 1 70 1 70
Silver City Cinemas - - 1 31 1 31
--- ------ --- ------ --- ------
Sub-Total Hoyts Cinemas - - 2 101 2 101
=== ====== === ====== === ======
Nordstrom 1 72 6 802 7 874
Gottschalks 5 500 1 150 6 650
Kohl's 6 567 - - 6 567
Galyan's 1 91 3 245 4 336
Neiman-Marcus 1 161 2 262 3 423
The Bon Ton 2 224 1 88 3 312
Scheel's All Sports 3 268 - - 3 268
Elder-Beerman 3 141 - - 3 141
Boscov's 1 227 1 185 2 412
Von Maur 1 150 1 179 2 329
Wal-Mart 2 196 - - 2 196
Dick's Clothing & Sporting Goods 1 52 1 80 2 132
GKC Theaters 2 60 - - 2 60
Ross Dress for Less 2 60 - - 2 60
Beall's 2 54 - - 2 54
Others (single stores only) 18 966 2 115 20 1,081
--- ------ --- ------ --- ------
GRAND TOTAL 368 41,807 181 26,406 549 68,213
=== ====== === ====== === ======
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GROUND LEASES
As of December 31, 2003, the Company leases the land under Rio West Mall, Prince
Kuhio Plaza, Tucson Mall and the office building owned and used by the Company
as its headquarters, a portion of the land under Lansing Mall, Mall St. Vincent,
Landmark Mall, Coronado Center, Pine Ridge Mall, Salem Center and Ala Moana
malls, 7 community centers purchased in the JP Realty acquisition (Note 3), and
a portion of the land under the Apache, Southshore and Bayshore parking areas.
The leases generally contain various purchase options available to the Company
and typically provide for a right of first refusal in favor of the Company in
the event of a proposed sale of the property by the landlord.
For further information concerning the properties in the Company Portfolio, see
"Item 1 - Business - Business of the Company" and for additional information
concerning the mortgage debt encumbering the Consolidated Centers, see Note 5.
As stated in Item 1 above, management of the Company believes that each of the
properties in the Company Portfolio is adequately insured.
ITEM 3. LEGAL PROCEEDINGS
The Company is not currently involved in any material litigation nor, to the
Company's knowledge, is any material litigation currently threatened against the
Company, the properties or any of the Unconsolidated Real Estate Affiliates. For
information about certain environmental matters, see "Item 1 - Business -
Environmental Matters."
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 1, 2003 General Growth called a special meeting of stockholders for
the purpose of approving an amendment to the Company's certificate of
incorporation to increase the number of authorized shares of Common Stock,
change the par value of the Common Stock from $.10 to $.01 per share and approve
a three-for-one stock split. The meeting was held on November 20, 2003. On the
record date of October 20, 2003, a total of 71,557,307 shares were eligible to
vote on the matter presented at the special meeting and the matter was approved
by the following votes of stockholders (actual votes cast, not reflected on a
post-split basis):
NUMBER NUMBER
NUMBER OF OF SHARES OF SHARES
MATTER SHARES FOR AGAINST ABSTAIN
- ------------------------------ ----------- ---------- ---------
1. Amendment of General Growth 51,680,377 7,137,123 20,482
certificate of incorporation
Certificates representing the additional shares of Common Stock were mailed to
stockholders on December 5, 2003. Concurrent with the Company's amendment to its
certificate of incorporation, the Operating Partnership effected a three-for-one
split of its common units, resulting in a current total of approximately 55.7
million common units outstanding.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is listed on the New York Stock Exchange ("NYSE") and trades
under the symbol "GGP". As of March 11, 2004, 217,756,631 outstanding shares of
Common Stock were held approximately 2,104 stockholders of record. The closing
price per share of the Common Stock on the NYSE on such date was $32.47 per
share.
Set forth below (as adjusted for the stock split as described above in Item 4)
are the high and low sales prices per share of Common Stock for each such period
as reported by the NYSE, and the distributions per share of Common Stock
declared for each such period.
26 of 53
PRICE
2003 -------------- DECLARED
QUARTER ENDED HIGH LOW DISTRIBUTION (*)
- ------------- ------ ------ ----------------
March 31 $18.40 $15.90 $.24
June 30 $21.06 $17.83 $.24
September 30 $24.03 $20.77 $ -
December 31 $28.03 $23.91 $.30
PRICE
2002 -------------- DECLARED
QUARTER ENDED HIGH LOW DISTRIBUTION
- ------------- ------ ------ ------------
March 31 $14.91 $12.67 $.22
June 30 $17.00 $14.73 $.22
September 30 $17.27 $13.78 $.24
December 31 $17.43 $15.05 $.24
PRICE
2001 -------------- DECLARED
QUARTER ENDED HIGH LOW DISTRIBUTION
- ------------- ------ ------ ------------
March 31 $12.79 $11.00 $.18
June 30 $13.12 $11.25 $.18
September 30 $13.17 $10.93 $.22
December 31 $13.50 $11.45 $.22
(*) Reflects three dividend declarations in 2003, as the fourth quarter dividend
was declared in January 2004.
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ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands, except per share amounts)
The following table sets forth selected financial data for the Company which is
derived from, and should be read in conjunction with, the audited Consolidated
Financial Statements and the related Notes and Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in this
Annual Report. As described in Item 4, the Company completed a three-for-one
split of its Common Stock (effective December 5, 2003) and therefore, unless
otherwise noted, all previous applicable share or Unit and per share or per Unit
amounts have been reflected on a post-split basis.
2003 2002 2001 2000 1999
----------- ---------- ---------- ---------- -----------
OPERATING DATA
Revenue $ 1,270,728 $ 976,676 $ 799,365 $ 693,847 $ 607,733
Network discontinuance costs - - 66,000 - -
Depreciation and amortization 231,172 179,542 144,863 119,337 107,951
Other operating expenses 486,224 367,744 293,725 224,255 204,110
Interest expense, net 276,235 215,340 220,402 212,640 185,839
Income allocated to
minority interests (112,111) (86,670) (40,288) (51,676) (32,444)
Equity in income of
unconsolidated affiliates 94,480 80,825 60,195 50,063 17,890
----------- ---------- ---------- ---------- -----------
Income from continuing operations 259,466 208,205 94,282 136,002 95,279
Income from discontinued operations, net 3,945 1,053 1,362 1,946 5,846
----------- ---------- ---------- ---------- -----------
Income before cumulative effect
of accounting charge 263,411 209,258 95,644 137,948 101,125
Cumulative effect of accounting change - - (3,334) - -
----------- ---------- ---------- ---------- -----------
Net income 263,411 209,258 92,310 137,948 101,125
Convertible Preferred Stock Dividends (13,030) (24,467) (24,467) (24,467) (24,467)
----------- ---------- ---------- ---------- -----------
Net income available
to common stockholders $ 250,381 $ 184,791 $ 67,843 $ 113,481 $ 76,658
=========== ========== ========== ========== ===========
Earnings from continuing operations
per share-Basic $ 1.23 $ 0.98 $ 0.44 $ 0.72 $ 0.52
Earnings from continuing operations
per share-Diluted 1.20 0.98 0.44 0.72 0.52
Earnings from discontinued operations
per share-Basic 0.02 0.01 0.01 0.01 0.04
Earnings from discontinued operations
per share-Diluted 0.02 - 0.01 0.01 0.04
Loss from cumulative effect of
accounting change-Basic - - (0.02) - -
Loss from cumulative effect of
accounting change-Diluted - - (0.02) - -
Earnings per share-Basic 1.25 0.99 0.43 0.73 0.56
Earnings per share-Diluted 1.22 0.98 0.43 0.73 0.56
Distributions Declared Per Share (1) $ 0.78 $ 0.92 $ 0.80 $ 0.69 $ 0.66
BALANCE SHEET DATA
Investment in Real Estate Assets-Cost $10,305,066 $7,724,515 $5,707,967 $5,439,466 $ 5,023,690
Total Assets 9,582,897 7,280,822 5,646,807 5,284,104 4,954,895
Total Debt 6,649,490 4,592,311 3,398,207 3,244,126 3,119,534
Preferred Minority Interests 495,211 468,201 175,000 175,000 -
Common Minority Interests 408,613 377,746 380,359 355,158 356,540
Convertible Preferred Stock - 337,500 337,500 337,500 337,500
Stockholders' Equity $ 1,670,409 $1,196,525 $1,183,386 $ 938,418 $ 927,758
CASH FLOW DATA
Operating Activities $ 578,487 $ 460,495 $ 207,125 $ 287,103 $ 205,705
Investing Activities (1,745,455) (949,411) (367,366) (356,914) (1,238,268)
Financing Activities $ 1,124,005 $ 381,801 $ 293,767 $ 71,447 $ 1,038,526
28 of 53
2003 2002 2001 2000 1999
----------- ---------- ---------- ---------- -----------
FUNDS FROM OPERATIONS (2)
Funds from Operations -
Operating Partnership $ 618,561 $ 485,304 $ 296,777 $ 329,262 $ 261,767
Less: Allocations to Operating
Partnership unitholders (138,568) (116,170) (80,215) (90,520) (78,874)
----------- ---------- ---------- ---------- -----------
Funds from Operations - Company
stockholders $ 479,993 $ 369,134 $ 216,562 $ 238,742 $ 182,893
(1) Reflects three dividend declarations in 2003, as the fourth quarter dividend
was declared in January 2004.
(2) Funds from Operations ("FFO" as defined below) does not represent cash flow
from operations as defined by Generally Accepted Accounting Principles ("GAAP"),
should not be considered as an alternative to GAAP net income and is not
necessarily indicative of cash available to fund all cash requirements. Please
see "Reconciliation of Net Income Determined in Accordance with Generally
Accepted Accounting Principles to Funds from Operations" below for a
reconciliation of Net Income to FFO.
29 of 53
FUNDS FROM OPERATIONS
General Growth, consistent with real estate industry and investment community
preferences, uses Funds from Operations ("FFO") as a supplemental measure of the
operating performance for a real estate investment trust. The National
Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net
income (loss) (computed in accordance with GAAP), excluding gains or losses from
cumulative effects of accounting changes, extraordinary items and sales of
properties, plus real estate related depreciation and amortization and after
adjustments for unconsolidated partnerships and joint ventures. As discussed in
Note 13, the treatment of debt extinguishment costs as extraordinary items was
suspended with the effectiveness of the rescission of FASB Statement No. 4 in
2003. Accordingly, such previously recorded extraordinary items were
reclassified to interest expense and no longer can be considered as excluded
from the computation of FFO. Therefore, in the following presentation of its
Funds from Operations, the Company has revised its computation of FFO for the
years 2002, 2001 and 1999. In addition, the Company also has revised its FFO
presentation for 2000 for certain losses on the sale of development property,
for 2001 for the loss provision for network discontinuance costs and 2002 for
minimum rent recognized for acquired below-market leases in order to be
comparable to its 2003 FFO presentation and to reflect interpretations of the
NAREIT approved presentation of such items that has changed since the Company's
original presentation.
The Company considers FFO a supplemental measure for equity REITs and a
complement to GAAP measures because it facilitates an understanding of the
operating performance of the company's properties. FFO does not give effect to
real estate depreciation and amortization since these amounts are computed to
allocate the cost of a property over its useful life. Since values for
well-maintained real estate assets have historically increased or decreased
based upon prevailing market conditions, the Company believes that FFO provides
investors with a clearer view of the Company's operating performance.
In order to provide a better understanding of the relationship between FFO and
GAAP net income, a reconciliation of GAAP net income to FFO has been provided.
FFO does not represent cash flow from operating activities in accordance with
GAAP, should not be considered as an alternative to GAAP net income and is not
necessarily indicative of cash available to fund cash needs.
30 of 53
RECONCILIATION OF NET INCOME DETERMINED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO FUNDS FROM OPERATIONS
2003 2002 2001 2000 1999
----------- ---------- ---------- ---------- ----------
Net Income available to common stockholders $ 250,381 $ 184,791 $ 67,843 $ 113,481 $ 76,658
Cumulative effect of accounting change - - 3,334 - -
Allocations to Operating Partnership unitholders 71,145 57,821 25,128 43,026 33,058
Net (gain) loss on sales (3,720) (19) - (32) (3,083)
Depreciation and amortization 300,755 242,711 200,472 172,787 155,134
----------- ---------- ---------- ---------- ----------
Funds from Operations - Operating Partnership 618,561 485,304 296,777 329,262 261,767
Funds from Operations - Minority Interest (138,568) (116,170) (80,215) (90,520) (78,874)
----------- ---------- ---------- ---------- ----------
Funds from Operations - Company $ 479,993 $ 369,134 $ 216,562 $ 238,742 $ 182,893
=========== ========== ========== ========== ==========
31 of 53
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All references to numbered Notes are to specific footnotes to the Consolidated
Financial Statements of the Company included in this Annual Report and which
descriptions are incorporated into the applicable response by reference. The
following discussion should be read in conjunction with such Consolidated
Financial Statements and related Notes. Capitalized terms used, but not defined,
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations have the same meanings as in such Notes.
FORWARD-LOOKING INFORMATION
Certain statements contained in this Annual Report may include certain
forward-looking information statements, within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including (without limitation) statements with respect
to anticipated future operating and financial performance, growth and
acquisition opportunities and other similar forecasts and statements of
expectation. Words such as "expects", "anticipates", "intends", "plans", "will",
"believes", "seeks", "estimates", and "should" and variations of these words and
similar expressions, are intended to identify these forward-looking statements.
Forward-looking statements made by the Company and its management are based on
estimates, projections, beliefs and assumptions of management at the time of
such statements and are not guarantees of future performance. The Company
disclaims any obligation to update or revise any forward-looking statement based
on the occurrence of future events, the receipt of new information or otherwise.
Actual future performance, outcomes and results may differ materially from those
expressed in forward-looking statements made by the Company and its management
as a result of a number of risks, uncertainties and assumptions. Representative
examples of these factors include (without limitation) general industry and
economic conditions, acts of terrorism, interest rate trends, cost of capital
requirements, availability of real estate properties, inability to consummate
acquisition opportunities, competition from other companies and venues for the
sale/distribution of goods and services, changes in retail rental rates in the
Company's markets, shifts in customer demands, tenant bankruptcies or store
closures, changes in vacancy rates at the Company's properties, changes in
operating expenses, including employee wages, benefits and training,
governmental and public policy changes, changes in applicable laws, rules and
regulations (including changes in tax laws), the ability to obtain suitable
equity and/or debt financing, and the continued availability of financing in the
amounts and on the terms necessary to support the Company's future business.
MANAGEMENT'S CONTEXTUAL OVERVIEW & SUMMARY
The Company's primary business is the ownership, management, leasing and
development of retail rental property. Management of the Company believes the
most significant operating factor affecting incremental cash flow and net income
is increased rents (either base rental revenue or overage rents) earned from
tenants at the Company's properties. These rental revenue increases are
primarily achieved by re-leasing existing space at higher current rents,
increasing occupancy at the properties so that more space is generating rent and
sales increases of the tenants, in which the Company participates through
overage rents. Therefore, certain operating statistics of the properties owned
by the Company are presented to indicate the trends of these factors. Readers of
this management analysis of operations of the Company should focus on trends in
such rental revenues as tenant expense recoveries (which are intended to recover
amounts incurred for property operating expenses, including real estate taxes)
and net management fees and expenses, are not as significant in terms of major
net indicators of trends in cash flow or net income. In addition, management of
the Company considers changes in interest rates to be the most significant
external factor in determining trends in the Company's cash flow or net income.
As detailed in our discussion of economic conditions and market risk in this
section, interest rates could rise in future months, which could adversely
impact the Company's future cash flow and net income. Finally, the following
discussion of management's
32 of 53
analysis of operations focuses on the consolidated financial statements
presented in this Annual Report. Trends in Funds from Operations ("FFO") as
defined by The National Association of Real Estate Investment Trusts ("NAREIT")
have not been presented in this management discussion of operations, as FFO,
under current SEC reporting guidelines, can only be considered a supplemental
measure of Company operating performance.
The summary immediately above has discussed operating factors which affect
incremental annual cash flow and net income for individual properties owned by
the Company in all comparable periods. However, another significant factor for
overall increases in annual Company cash flow and net income is the acquisition
of additional properties. During 2003, the Company acquired 100% interests in 10
regional malls and additional ownership interests in 7 regional malls, for total
consideration of approximately $2.0 billion. Readers of this management analysis
of operations should note that, as described in the results of operations
discussion below, the major portion of increases in cash flow and net income
versus prior years are due to the continued acquisition of property.
SEASONALITY
The business of our tenants and the Company's business are both seasonal in
nature. Our tenants' stores typically achieve higher sales levels during the
fourth quarter because of the holiday selling season, and with lesser, though
still significant, sales fluctuations associated with the Easter holiday and
back-to-school events. Although the Company has a year-long temporary leasing
program, a significant portion of the rents received from short-term tenants are
collected during the months of November and December. In addition, the majority
of our tenants have December or January lease years for purposes of calculating
annual overage rent amounts. Accordingly, overage rent thresholds are most
commonly achieved in the Company's fourth quarter. Thus, occupancy levels and
revenue production are generally higher in the fourth quarter of each year and
lower during the first and second quarters of each year.
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. Actual results could differ
from those estimates for a variety of reasons, certain of which are described
below.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are both significant to the overall
presentation of the Company's financial condition and results of operations and
require management to make difficult, complex or subjective judgments. For
example, significant estimates and assumptions have been made with respect to
useful lives of assets, capitalization of development and leasing costs,
recoverable amounts of receivables and deferred taxes and initial valuations and
related amortization periods of deferred costs and intangibles, particularly
with respect to property acquisitions, as further discussed below. The Company's
critical accounting policies have not changed during 2003 from 2002.
INITIAL VALUATIONS AND ESTIMATED USEFUL LIVES OR AMORTIZATION PERIODS FOR
PROPERTY AND INTANGIBLES: Upon acquisition of a property, the Company makes an
initial assessment of the initial valuation and composition of the assets
acquired and liabilities assumed. These assessments consider fair values of the
respective assets and liabilities and are determined based on estimated future
cash flows using appropriate discount and capitalization rates. The estimated
future cash flows that are used for this analysis reflect the historical
operations of the property, known trends and changes expected in current market
and economic conditions which would impact the property's operations, and the
Company's plans for such property. These estimates of cash flows are
particularly important as they are used for the allocation of purchase price
between land, buildings and improvements and other identifiable intangibles
including above, below and at-market leases. As the resulting cash flows are,
under current accounting standards, the basis for the carrying values of the
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assets and liabilities and any subsequent impairment losses recognized, the
impact of these estimates on the Company's operations could be substantial.
Significant differences in annual depreciation or amortization expense may
result from the differing amortization periods related to such purchased assets
and liabilities. For example, the net consolidated carrying value of the land,
buildings and other purchased intangible assets, net of identifiable purchased
intangible liabilities, at December 31, 2003 for acquisitions completed by the
Company in 2003 was approximately $2.3 billion which will be depreciated or
amortized over estimated useful lives of five to forty-five years.
Events or changes in circumstances concerning a property may occur which could
indicate that the carrying values or amortization periods of the assets and
liabilities may require adjustment. The resulting recovery analysis also depends
on an analysis of future cash flows to be generated from a property's assets and
liabilities. Changes in the Company's overall plans (for example, the extent and
nature of a proposed redevelopment of a property) and its views on current
market and economic conditions may have a significant impact on the resulting
estimated future cash flows of a property that are analyzed for these purposes.
RECOVERABLE AMOUNTS OF RECEIVABLES AND DEFERRED TAXES: The Company makes
periodic assessments of the collectability of receivables (including those
resulting from the difference between rental revenue recognized and rents
currently due from tenants) and the recoverability of deferred taxes based on a
specific review of the risk of loss on specific accounts or amounts. With
respect to receivable amounts, this analysis places particular emphasis on
past-due accounts and considers information such as, among other things, the
nature and age of the receivables, the payment history and financial condition
of the payee and the basis for any disputes or negotiations with the payee. For
straight-line rents, the analysis considers the probability of collection of the
unbilled deferred rent receivable given the Company's experience regarding such
amounts. For deferred taxes, an assessment of the recoverability of the current
tax asset considers the current expiration periods of the prior net operating
loss carry forwards (currently through 2021-Note 6) and the estimated future
taxable income of GGMI, a taxable REIT subsidiary of the Company. The resulting
estimates of any allowance or reserve related to the recovery of these items is
subject to revision as these factors change and is sensitive to the effects of
economic and market conditions on such payees and on GGMI.
CAPITALIZATION OF DEVELOPMENT AND LEASING COSTS: The Company capitalizes the
costs of development and leasing activities of its properties. These costs are
incurred both at the property location and at the regional and corporate office
level. The amount of capitalization depends, in part, on the identification and
justifiable allocation of certain activities to specific projects and lease
proposals. Differences in methodologies of cost identifications and
documentation, as well as differing assumptions as to the time incurred on
different projects, can yield significant differences in the amounts
capitalized.
CERTAIN INFORMATION ABOUT THE COMPANY PORTFOLIO
At December 31, 2003, the Company owned the Consolidated Centers (120 regional
malls and community centers) and the following investments in Unconsolidated
Real Estate Affiliates (collectively, the "Company Portfolio"):
NUMBER OF REGIONAL COMPANY
MALL SHOPPING OWNERSHIP
VENTURE NAME CENTERS PERCENTAGE
- -------------- ------------------ ----------
GGP/Homart 22* 50%
GGP/Homart II 10 50%
GGP/Teachers 5 50%
GGP Ivanhoe 2 51%
GGP Ivanhoe IV 1 51%
Quail Springs 1 50%
Town East Mall 1 50%
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Circle T 1 50%
-- --
Totals 43
==
(*) Including 3 regional mall shopping centers owned jointly with venture
partners.
For the purposes of this report, the 43 regional mall shopping centers listed
above are collectively referred to as the "Unconsolidated Centers" and, together
with the Consolidated Centers, comprise the "Company Portfolio".
Reference is made to Notes 1 and 4 for a further discussion of such Consolidated
Centers and investments in Unconsolidated Real Estate Affiliates.
As used in this Annual Report, the term "GLA" refers to gross leaseable retail
space, including Anchors and all other areas leased to tenants; the term "Mall
GLA" refers to gross leaseable retail space, excluding both Anchors and
Freestanding GLA; the term "Anchor" refers to a department store or other large
retail store; the term "Mall Stores" refers to stores (other than Anchors) that
are typically specialty retailers who lease space in the structure including, or
attached to, the primary complex of buildings that comprise a shopping center;
the term "Freestanding GLA" means gross leaseable area of freestanding retail
stores in locations that are not attached to the primary complex of buildings
that comprise a shopping center; and the term "total Mall Stores sales" means
the gross revenue from product sales to customers generated by the Mall Stores.
The Company has presented certain information on its Consolidated and
Unconsolidated Centers separately in charts and tables containing financial data
and operating statistics for its equity-owned retail properties. As a
significant portion of the Company's total operations are structured as joint
venture arrangements which are unconsolidated for GAAP purposes since the
Company only has an approximate 50% interest in such properties through such
joint ventures, management of the Company believes that financial information
and operating statistics with respect to all properties owned provide important
insights into the income produced by such investments for the Company as a
whole. Since GGMI, a wholly-owned subsidiary of the Company, provides on-site
management and other services to the Unconsolidated Centers, the management
operating philosophies and strategies are generally the same whether the
properties are consolidated or unconsolidated as a result of a joint venture
arrangement. As a result, a presentation of certain financial information for
Consolidated and Unconsolidated Centers on a stand-alone basis as well as
operating statistics on a stand-alone and weighted average basis depicts the
relative size and significance of these elements of the Company's overall
operations.
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COMPANY OPERATING DATA (a)
AS OF AND/OR FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003
(unaudited)
Consolidated Unconsolidated Company
Centers Centers Portfolio (b)
------------ -------------- -------------
OPERATING STATISTICS
Space leased at centers not
under redevelopment (as a %) 91.2% 91.4% 91.3%
Trailing 12 month total tenant sales per sq. ft. $ 339 $ 378 $ 352
% change in total sales 2.71% 3.75% 3.05%
% change in comparable sales 0.52% 0.63% 0.56%
Occupied Mall and Freestanding GLA
excluding space under redevelopment (in sq. ft.) 30,151,406 14,524,657 44,676,063
CERTAIN FINANCIAL INFORMATION
Average annualized in place rent per sq. ft. $ 28.37 $ 32.63
Average rent per sq. ft. for
new/renewal leases (excludes 2003 acquisitions) $ 31.83 $ 34.71
Average rent per sq. ft. for leases
expiring in 2002 (excludes 2003 acquisitions) $ 22.16 $ 31.29
(a) Data is for 100% of the Mall GLA in each portfolio, including those centers
that are owned in part by unconsolidated affiliates. Data excludes
properties currently being redeveloped and/or remerchandised and
miscellaneous (non-mall) properties.
(b) Operational statistics presented in the column "Company Portfolio" are
weighted average amounts.
RESULTS OF OPERATIONS OF THE COMPANY
GENERAL:
Company revenues are primarily derived from tenants in the form of fixed minimum
rents, overage rents and recoveries of operating expenses. In addition, the
consolidated results of operations of the Company were impacted by the following
acquisitions (listed by year):
2003
- - Peachtree Mall in Columbus, Georgia
- - Saint Louis Galleria in St. Louis, Missouri
- - Coronado Center in Albuquerque, New Mexico
- - The additional 49% ownership interest in GGP Ivanhoe III
- - Lynnhaven Mall in Virginia Beach, Virginia
- - Sikes Senter in Wichita Falls, Texas
- - The Maine Mall in Portland, Maine
- - Glenbrook Square in Fort Wayne, Indiana
- - Foothills Mall in Fort Collins, Colorado
- - Chico Mall in Chico, California
- - Rogue Valley Mall in Medford, Oregon
2002
- - Victoria Ward, Limited in Honolulu, Hawaii
- - JP Realty, Inc. (51 properties in 10 western USA states)
- - Prince Kuhio Plaza in Hilo, Hawaii
- - Pecanland Mall in Monroe, Louisiana
- - Southland Mall in Hayward, California
2001
- - Tucson Mall in Tucson, Arizona
For purposes of the following discussion of the results of operations, the
effect of "new" acquisitions is that, for the relevant comparative accounting
periods, the properties listed above were not owned by the Company for the
entire time in both accounting periods.
Inasmuch as the Company's consolidated financial statements reflect the use of
the equity method to account for its investments in GGP/Homart, GGP/Homart II,
GGP/Teachers,
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GGP Ivanhoe, GGP Ivanhoe III, GGP Ivanhoe IV, Quail Springs and Town East, the
discussion of results of operations of the Company below related primarily to
the revenues and expenses of the Consolidated Centers and GGMI.
COMPARISON OF YEAR ENDED DECEMBER 31, 2003 TO YEAR ENDED DECEMBER 31, 2002
The main reason for the increases when comparing the results of 2003 to those of
2002 is the new acquisitions as discussed above. The following chart calculates
the change and percentage change for major items of revenue and expense:
PERCENTAGE CHANGE IN MAJOR ITEMS OF REVENUES AND EXPENSES
(Dollars in thousands)
REVENUE OR EXPENSE ITEM 2003 2002 $ CHANGE % CHANGE
- ------------------------------------------------- ----------- --------- --------- --------
Total Revenues $ 1,270,728 $ 976,676 $ 294,052 30.1%
Minimum rents $ 781,675 $ 584,260 $ 197,415 33.8%
Tenant recoveries $ 333,712 $ 255,526 $ 78,186 30.6%
Overage rents $ 34,928 $ 28,044 $ 6,884 24.5%
Management and other fees $ 84,138 $ 75,479 $ 8,659 11.5%
Total Expenses $ 717,396 $ 547,286 $ 170,110 31.1%
Real estate taxes $ 89,038 $ 61,096 $ 27,942 45.7%
Repairs and maintenance $ 82,217 $ 62,674 $ 19,543 31.2%
Other property operating costs $ 153,786 $ 107,919 $ 45,867 42.5%
Property management and other costs $ 109,844 $ 94,795 $ 15,049 15.9%
Depreciation and amortization $ 231,172 $ 179,542 $ 51,630 28.8%
Interest Expense $ 278,543 $ 219,029 $ 59,514 27.2%
Equity in net income of unconsolidated affiliates $ 94,480 $ 80,825 $ 13,655 16.9%
The new acquisitions accounted for approximately $249.5 million of the $294.1
million increase in total revenues. The remainder of the increase in total
revenues was attributable to the Comparable Centers (properties owned by the
Company for the entire time during the relevant comparative accounting periods)
and to GGMI, the components of which are described in more detail below.
The effect of new acquisitions comprised $151.8 million of the increase in
minimum rents, while the remaining $45.6 million increase was due to additional
rents from higher occupancies, higher base rents from lease renewals, as well as
increased specialty leasing activities. Included in the increase in minimum
rents was the effect of below-market lease rent accretion pursuant to SFAS 141
and 142 (Note 2) for the 2002 and 2003 acquisitions, which was $16.6 million in
2003 and $4.6 million in 2002.
The majority of the increase in tenant recoveries was mainly due to new
acquisitions which accounted for $70.5 million of the $78.2 million increase.
The remaining amount of the increase was due to increased recoverable operating
costs at the Comparable Centers as noted below.
The increase in overage rents was substantially all due to new acquisitions
which accounted for $6.7 million of the $6.9 million increase. The increase in
management and other fees was primarily due to increases in acquisition,
financing, leasing and development fees at GGMI, the components of which are
discussed below.
The new acquisitions accounted for $117.9 million of the $170.1 million increase
in total expenses, including depreciation and amortization. The remainder of the
increase was attributable to the Comparable Centers and to GGMI as described in
more detail below.
Real estate taxes increased mainly due to new acquisitions which accounted for
$21.6 million of the $27.9 million increase. The remainder was due to increases
at the Comparable Centers primarily due to reassessments and increased real
estate tax rates at the properties. The increase in repairs and maintenance was
substantially all due to the new acquisitions. As noted in management's
contextual overview, the above increases in real
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estate taxes, repairs and maintenance and other property operating expenses are
generally recoverable from tenants.
The effect of new acquisitions accounted for $29.3 million of the $45.9 million
increase in other property operating costs. The remainder was primarily due to
approximately $7.5 million in increases in insurance costs and approximately
$5.5 million in increases in net payroll costs including approximately $3.1
million in incremental compensation expenses recognized in 2003 over 2002 due to
the vesting of certain of the Company's threshold vesting stock options as
described in Note 9.
The increase in management and other fees and property management and other
costs was primarily due to increased fees and expenses related to late 2003
acquisition activity of the Unconsolidated Real Estate Affiliates as discussed
below. Third party management fees and expenses were generally comparable
between the two years.
The new acquisitions accounted for $41.5 million of the $51.6 million increase
in depreciation and amortization. The increase in interest expense, including
amortization of deferred financing costs, due to the loans and financings
related to the new acquisitions was $48.6 million. Interest rates were generally
stable during 2003 but certain reductions in interest expense were achieved
through the refinancing of existing higher rate mortgage debt.
The increase in equity in income of unconsolidated affiliates in 2003 was
primarily due to an increase in the Company's equity in the income of
GGP/Teachers which resulted in an increase of approximately $14.2 million. This
increase is due to a full year of operations being reflected in 2003 versus only
four months in 2002 as GGP/Teachers was formed in August 2002. In addition, the
Company's equity in the income of GGP/Homart II increased approximately $7.2
million, primarily as a result of the acquisition of Glendale Galleria and First
Colony Mall during the fourth quarter of 2002. These increases were partially
offset by the acquisition of the 49% ownership interest in GGP Ivanhoe III in
July 2003 which caused the operations of GGP Ivanhoe III to be fully
consolidated for the remaining six months of 2003.
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001
The main reason for the increases when comparing the results of 2002 to those of
2001 is the new acquisitions as presented above. The following chart calculates
the change and percentage change for major items of revenue and expense:
PERCENTAGE CHANGE IN MAJOR ITEMS OF REVENUES AND EXPENSES
(Dollars in thousands)
REVENUE OR EXPENSE ITEM 2002 2001 $ CHANGE % CHANGE
- ------------------------------------------------- ----------- --------- --------- --------
Total Revenues $ 976,676 $ 799,365 $ 177,311 22.2%
Minimum rents $ 584,260 $ 466,678 $ 117,582 25.2%
Tenant recoveries $ 255,526 $ 218,700 $ 36,826 16.8%
Overage rents $ 28,044 $ 22,746 $ 5,298 23.3%
Management and other fees $ 75,479 $ 66,764 $ 8,715 13.1%
Total Expenses $ 547,286 $ 504,588 $ 42,698 8.5%
Real estate taxes $ 61,096 $ 51,057 $ 10,039 19.7%
Repairs and maintenance $ 62,674 $ 53,922 $ 8,752 16.2%
Other property operating costs $ 107,919 $ 84,941 $ 22,978 27.1%
Property management and other costs $ 94,795 $ 66,987 $ 27,808 41.5%
Depreciation and amortization $ 179,542 $ 144,863 $ 34,679 23.9%
Interest Expense $ 219,029 $ 225,057 $ (6,028) - 2.7%
Equity in net income of unconsolidated affiliates $ 80,825 $ 60,195 $ 20,630 34.3%
The new acquisitions accounted for approximately $104.7 million of the $177.3
million increase in total revenues with increases in tenant recoveries and fee
income as discussed below representing the majority of the remaining increase in
total revenues.
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The effect of new acquisitions comprised $74.9 million of the $117.6 million
increase in minimum rents, while the remainder of the increase was due primarily
to new base rents on expansion space and specialty leasing increases at the
Comparable Centers. Included in the increase in minimum rents was the effect of
below-market lease rent accretion pursuant to SFAS 141 and 142 (Note 2) for the
new acquisitions, which was $4.6 million in 2002.
The majority of the increase in tenant recoveries was attributable to the new
acquisitions which accounted for $24.6 million of the $36.8 million increase.
The remainder was due to increased recoverable operating costs at the Comparable
Centers as noted below.
The $5.3 million increase in overage rents was substantially all due to the new
acquisitions. The $8.7 million increase in management and other fees was
primarily due to higher acquisition, financing, leasing and development fees.
Excluding the effects of the $66.0 million of Network Discontinuance costs (Note
11) which were incurred in 2001, but not in 2002, total expenses increased
approximately $108.7 million in 2002. Of the increase, $53.4 million was due to
the effect of the acquisitions as discussed above. The remainder of the increase
in total expenses was attributable to the Comparable Centers and to GGMI as
described below.
Real estate taxes increased mainly due to the new acquisitions which accounted
for $8.8 million of the $10.0 million increase. The remainder was due to
increases at the Comparable Centers primarily due to reassessments and increased
real estate tax rates at the properties. The increase in repairs and maintenance
was substantially all due to the new acquisitions. As noted in management's
contextual overview, increases in real estate taxes, repairs and maintenance and
other property operating expenses are generally recoverable from tenants.
The $23.0 million increase in other property operating costs was primarily due
to new acquisitions and increases in net payroll and professional services costs
including approximately $11.8 million of compensation expenses recognized in
2002 due to the vesting of certain of the Company's threshold vesting stock
options as described in Note 9.
The $8.7 million increase in management and other fees and property management
and other costs was primarily due to increased fees and expenses related to the
2002 acquisition activity of the Unconsolidated Real Estate Affiliates as
discussed below. Third party management fees and expenses were generally
comparable between the two years.
The new acquisitions accounted for $18.2 million of the $34.7 million increase
in depreciation and amortization. The $6.0 million decrease in interest expense
in 2002 is primarily the result of approximately $14.0 million of debt
extinguishment costs included in interest expense in 2001. These costs were
reclassified in 2003 from extraordinary items per the rescission of FASB No. 4
(Note 13). Lower interest rates in 2002 also contributed to the 2002 decrease,
which was partially offset by additional interest expense of approximately $15.1
million related to loans incurred or assumed in conjunction with new
acquisitions.
The increase in equity in income of unconsolidated affiliates was partially a
result of reduced interest rates on their mortgage loans primarily resulting
from refinancings in 2001. In addition, the Company's equity in the income of
GGP Ivanhoe III increased approximately $8.7 million, primarily caused by
increases in minimum rents, tenant recoveries and specialty leasing revenues at
the properties owned by GGP Ivanhoe III. The Company's equity in the income of
GGP/Teachers, formed in 2002, resulted in an increase in earnings of
approximately $6.0 million.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
As of December 31, 2003, the Company held approximately $10.7 million of
unrestricted
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cash and cash equivalents. During January 2004, an additional $140 million was
borrowed under the Company's 2003 Credit Facility. The Company uses operating
cash flow as the principal source of internal funding for short-term liquidity
and capital needs such as tenant construction allowances and minor improvements
made to individual properties that are not recoverable through common area
maintenance charges to tenants. External funding alternatives for longer-term
liquidity needs such as acquisitions, new development, expansions and major
renovation programs at individual centers include:
- Construction loans
- Mini-permanent loans
- Long-term project financing
- Joint venture financing with institutional partners
- Operating Partnership level or Company level equity
investments
- Unsecured Company level debt
- Secured loans collateralized by individual shopping centers
In this regard, in March 2003 the Company arranged the 2003 Credit Facility (as
described below and in Note 5) to replace a previously existing unsecured
credit. The 2003 Credit Facility was finalized in April 2003 with initial
borrowing availability of approximately $779 million (which was subsequently
increased to approximately $1.25 billion). At closing, approximately $619
million was borrowed under the 2003 Credit Facility, which has a term of three
years and provides for partial amortization of the principal balance in the
second and third years. As of December 31, 2003, the Company had borrowed
approximately $789.0 million on the 2003 Credit Facility and management believes
it is in compliance with any restrictive covenants (Note 5) contained in its
various financial arrangements. Also, in order to maintain its access to the
public equity and debt markets, the Company has a currently effective shelf
registration statement under which up to $2 billion in equity or debt securities
may be issued from time to time.
In addition, the Company considers its Unconsolidated Real Estate Affiliates as
potential sources of short and long-term liquidity. In this regard, the Company
has net borrowings (in place of distributions) at December 31, 2003 of
approximately $8.9 million from GGP/Homart II, (which bears interest at a rate
per annum of LIBOR plus 135 basis points) after repayments of approximately
$73.1 million during 2003. Such loaned amounts from GGP/Homart II are currently
due in March 2005 and primarily represent GGP/Homart II proceeds of the GGP MPTC
and other recent financings and are expected to be repaid from future operating
distributions from GGP/Homart II (Notes 4 and 5). To the extent that amounts
remain due in March 2005 after the application of available operating
distributions, the Company expects to repay such amounts from other financing
proceeds as discussed below.
As of December 31, 2003, the Company had consolidated debt of approximately $6.6
billion, of which approximately $4.5 billion is comprised of debt bearing
interest at fixed rates (after taking into effect certain interest rate swap
agreements described below), with the remaining approximately $2.1 billion
bearing interest at variable rates. In addition, the Company's Unconsolidated
Real Estate Affiliates have mortgage loans of which the Company's allocable
portion based on its respective ownership percentages is approximately $1.9
billion. Of the Company's share of total mortgage debt of Unconsolidated Real
Estate Affiliates of $1.9 billion, approximately $1.2 billion is comprised of
debt bearing interest at fixed rates (after taking into effect certain interest
rate swap agreements), with the remaining approximately $0.7 billion bearing
interest at variable rates. Except in instances where certain Consolidated
Centers are cross-collateralized with the Unconsolidated Centers, or the Company
has retained a portion of the debt of a property when contributed to an
Unconsolidated Real Estate Affiliate (as indicated in the chart below and in
Note 4), the Company has not otherwise guaranteed the debt of the Unconsolidated
Real Estate Affiliates. Reference is made to Notes 5 and 12 and
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Items 2 and 7A of the Company's Annual Report on Form 10-K for additional
information regarding the Company's debt and the potential impact on the Company
of interest rate fluctuations.
The following summarizes certain significant investment and financing
transactions of the Company currently planned or completed since December 31,
2002:
In January 2003, the Company refinanced the mortgage loans collateralized by the
Provo Towne Centre and the Spokane Valley Mall with a new, long-term
non-recourse mortgage loan. The new $95 million loan bears interest at a rate
per annum of 4.42%, requires monthly payments of principal and interest and
matures in February 2008.
On March 31, 2003, the Company sold McCreless Mall in San Antonio, Texas for
aggregate consideration of $15 million (which was paid in cash at closing). The
Company recorded a gain of approximately $4 million for financial reporting
purposes on the sale of the mall. McCreless Mall was purchased in 1998 as part
of a portfolio of eight shopping centers.
In April 2003, the Company reached an agreement with a group of banks to
establish a new revolving credit facility and term loan (the "2003 Credit
Facility") with initial borrowing availability of approximately $779 million
(which was subsequently increased to approximately $1.25 billion). At closing,
approximately $619 million was borrowed under the 2003 Credit Facility, which
has a term of three years and provides for partial amortization of the principal
balance in the second and third years (currently approximately $28.2 million and
$36.1 million in 2004 and 2005, respectively). The proceeds were used to repay
and consolidate existing financing including amounts due on the PDC Credit
Facility, the Term Loan and the JP Realty acquisition loan. Amounts borrowed
under the 2003 Credit Facility bear interest at a rate per annum of LIBOR plus
100 to 175 basis points depending upon the Company's leverage ratio.
On April 30, 2003, the Company completed the acquisition of Peachtree Mall, an
811,000 square foot enclosed regional mall located in Columbus, Georgia. The
purchase price was approximately $87.6 million, which was paid at closing with a
five-year interest-only acquisition loan (assuming the exercise by the Company
of all no-cost extension options) of approximately $53 million (bearing interest
at a rate per annum of LIBOR plus 85 basis points), and the balance from cash on
hand and borrowings under the Company's credit facilities.
On June 11, 2003, the Company acquired Saint Louis Galleria, a two-level
enclosed mall in St. Louis, Missouri. The purchase price was approximately $235
million which was funded by cash on hand, including proceeds from refinancings
of existing long-term financing and an approximately $176 million acquisition,
interest-only loan which matures in June of 2008 (assuming the exercise by the
Company of all no-cost extension options) and currently bears interest at a rate
per annum of LIBOR plus 165 basis points.
On June 11, 2003, the Company acquired Coronado Center, a two-level enclosed
mall in Albuquerque, New Mexico. The purchase price was approximately $175
million and was funded by cash borrowed from the Company's credit facilities and
by an approximately $131 million, interest-only acquisition loan which matures
in October of 2008 (assuming the exercise by the Company of all no-cost
extension options) and bore interest at a rate per annum of LIBOR plus 85 basis
points. In September 2003, $30 million was paid down and the loan now bears
interest at a rate per annum of LIBOR plus 91 basis points.
On June 13, 2003, the Company refinanced five malls, Boulevard Mall, West Valley
Mall, Mayfair, Valley Plaza Mall and Regency Square Mall, which had all been a
part of the GGP MPTC financing (see Note 5). Boulevard Mall was refinanced with
a new non-recourse $120 million loan which requires monthly payments of
principal and interest, matures in
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August of 2013 and bears interest at a rate per annum of 4.27%. West Valley Mall
was refinanced with a new non-recourse $67 million loan which requires monthly
payments of principal and interest, matures in April of 2010 and bears interest
at a rate per annum of 3.43%. Mayfair (owned by GGP Ivanhoe III which was an
Unconsolidated Real Estate Affiliate until the July 1, 2003 acquisition
described below) was refinanced with a new non-recourse $200 million loan which
requires monthly payments of principal and interest, matures in June of 2008 and
bears interest at a rate per annum of 3.11%. Valley Plaza was refinanced with a
new non-recourse $107 million loan which requires monthly payments of principal
and interest, matures in July of 2012 and bears interest at a rate per annum of
3.90%. Regency Square Mall was refinanced with a new non-recourse $106 million
loan which requires monthly payments of principal and interest, matures in July
of 2010 and bears interest at a rate per annum of 3.59%.
On July 1, 2003, the Company acquired the 49% ownership interest in GGP Ivanhoe
III which was held by Ivanhoe, the Company's joint venture partner, thereby
increasing the Company's ownership interest to a full 100%. Concurrently with
this transaction, a new joint venture, GGP Ivanhoe IV, was created between the
Operating Partnership and Ivanhoe to own Eastridge Mall, which previously had
been owned by GGP Ivanhoe III. No gain or loss will be recognized on this
transaction by GGP Ivanhoe III. The Company's ownership interest in GGP Ivanhoe
IV is 51% and Ivanhoe's ownership interest is 49%. The aggregate consideration
for the GGP Ivanhoe III acquisition was approximately $459 million.
Approximately $268 million of existing mortgage debt was assumed in connection
with the GGP Ivanhoe III acquisition. The balance of the aggregate
consideration, or approximately $191 million, was funded using a combination of
proceeds from the refinancing of existing long-term debt and new mortgage loans
on previously unencumbered properties as described immediately below.
On July 1, 2003, the Company obtained an aggregate of five new amortizing
mortgage loans on sixteen previously unencumbered properties. Visalia Mall was
financed with a new non-recourse $49.0 million loan which is scheduled to be
repaid in January 2010, matures in 2028 and bears interest at a rate per annum
of 3.78%. Boise Towne Plaza was financed with a new non-recourse $12.1 million
loan which matures in July of 2010 and bears interest at a rate per annum of
4.70%. A new non-recourse loan of approximately $38.5 million,
cross-collateralized by a group of nine retail properties (Austin Bluffs Plaza,
Division Crossing, Fort Union Plaza, Halsey Crossing, Orem Plaza-Center Street,
Orem Plaza-State Street, River Pointe Plaza, Riverside Plaza and Woodlands
Village), was obtained. This mortgage loan bears interest at a rate per annum of
4.40% and is scheduled to mature in April of 2009. A new non-recourse loan of
approximately $29.4 million, collateralized by the Gateway Crossing and the
University Crossing retail properties, was obtained which matures in July of
2010 and bears interest at a rate per annum of 4.70%. Finally, a new
non-recourse loan of approximately $87 million, cross-collateralized by the
Animas Valley, Grand Teton and Salem Center retail properties, was obtained
which matures in July of 2008 and bears interest at a rate per annum of 3.56%.
On July 15, 2003 the Company completed the redemption of the PIERS, (Note 1).
The Company, through voluntary conversion by the holders of the PIERS or at
redemption, redeemed the $337.5 million of preferred stock represented by the
PIERS with Common Stock (plus a nominal amount of cash for fractional shares).
On July 31, 2003, the Company obtained a new long-term fixed rate non-recourse
mortgage loan collateralized by The Meadows Mall. The new $112 million loan,
bearing interest at a rate per annum of 5.45%, and requiring monthly payments of
principal and interest, matures in August 2013, and replaced a previously
existing $59.6 million mortgage loan.
On August 27, 2003, the Company acquired Lynnhaven Mall, an enclosed mall in
Virginia Beach, Virginia for approximately $256.5 million. The consideration
(after certain prorations and adjustments) was paid in the form of cash borrowed
under the Company's
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credit facilities and a $180 million interest-only acquisition loan. The
acquisition loan currently bears interest at a rate per annum of LIBOR plus 125
basis points and is scheduled to mature in August 2008, (assuming the exercise
of three one-year, no-cost extension options).
On September 12, 2003, the Company refinanced Tucson Mall and Park City Center
and, through GGP/Homart, Newgate Mall, all of which had been a part of the GGP
MPTC financing, with new, non-recourse mortgage loans. The new $163 million loan
collateralized by Park City Center requires monthly payments of principal and
interest, bears interest at a rate of 5.19% per annum and is scheduled to mature
in October 2010. The new $130 million loan collateralized by Tucson Mall
requires monthly payments of principal and interest, bears interest at a rate of
4.26% per annum and is scheduled to mature in July 2008. The new $45 million
loan collateralized by Newgate Mall requires monthly payments of principal and
interest, bears interest at a rate of 4.84% per annum and is scheduled to mature
in October 2010.
On October 14, 2003, the Company acquired Sikes Senter, an enclosed mall located
in Wichita Falls, Texas. The purchase price was approximately $61 million, which
was paid at closing with an interest-only acquisition loan of approximately
$41.5 million (bearing interest at a rate per annum of LIBOR plus 70 basis
points and scheduled to mature in November 2008, assuming all no-cost extension
options are exercised) and the balance from cash on hand and amounts borrowed
under the Company's credit facilities.
On October 29, 2003, the Company acquired The Maine Mall, an enclosed mall in
Portland, Maine. The aggregate consideration paid for The Maine Mall was
approximately $270 million (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under the Company's credit
facilities and an approximately $202.5 million acquisition loan which initially
bears interest at a rate per annum of LIBOR plus 92 basis points. After May 14,
2004, depending upon certain factors, the interest rate spread per annum could
vary from 85 to 198 basis points. The loan requires monthly payments of
interest-only and matures in five years (assuming the exercise by the Company of
all no-cost extension options).
On October 31, 2003, the Company acquired Glenbrook Square, an enclosed mall in
Fort Wayne, Indiana. The aggregate consideration paid for Glenbrook Square was
approximately $219 million (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and by an approximately $164.3 million interest-only
acquisition loan which initially bears interest at a rate per annum of LIBOR
plus 80 basis points. After April 10, 2004, depending upon certain factors, the
interest rate spread per annum could vary from 85 basis points to 185 basis
points. The loan requires monthly payments of interest-only and matures in five
years (assuming the exercise by the Company of all no-cost extension options).
On December 5, 2003, the Company acquired Foothills Mall, four adjacent retail
properties in Foothills, Colorado. The aggregate consideration paid was
approximately $100.5 million (subject to certain prorations and adjustments).
The consideration was paid from cash on hand, including borrowings under the
Company's credit facilities, approximately $26.6 million in 6.5% preferred units
of limited partnership in the Operating Partnership, and approximately $45.8
million in assumed debt. The assumed debt requires monthly payments of principal
and interest, bears interest at a weighted average rate per annum of
approximately 6.6% and matures in September 2008.
On December 23, 2003, the Company acquired Chico Mall, an enclosed mall in
Chico, California. The aggregate consideration paid for Chico Mall was
approximately $62.4 million (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under the Company's credit
facilities and the assumption of
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approximately $30.6 million in existing long-term mortgage indebtedness that
currently bears interest at a rate per annum of 7.0%. The loan requires monthly
payments of principal and interest and is scheduled to mature in March 2005.
On December 23, 2003, the Company acquired Rogue Valley Mall, an enclosed mall
in Medford, Oregon. The aggregate consideration paid for Rogue Valley Mall was
approximately $57.5 million (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from borrowings
under the Company's credit facilities and by the assumption of approximately $28
million in existing long-term mortgage indebtedness that currently bears
interest at a rate per annum of 7.85%. The loan requires monthly payments of
principal and interest and is scheduled to mature in January 2011.
On January 7, 2004, the Company acquired a 50% ownership interest in Burlington
Town Center, an enclosed mall in Burlington, Vermont. The aggregate
consideration for the 50% ownership interest in Burlington Town Center is
approximately $10.25 million (subject to certain prorations and adjustments) of
which approximately $9 million was paid in cash at closing with the remaining
amounts to be funded in cash in 2004 when certain conditions related to the
property are satisfied. In addition, the Company issued to the venture a
non-recourse loan collateralized by the property to replace the existing
mortgage debt collateralized by the property. The Company's $31.5 million
mortgage loan requires monthly payments of principal and interest, bears
interest at a weighted average rate per annum of approximately 5.5% and is
scheduled to mature in January 2009. In addition, the Company has an option to
purchase the remaining 50% ownership interest in Burlington Town Center until
January 2007 at a price computed on a formula related to the Company's initial
purchase price. Due to substantive participating rights held by the unaffiliated
venture partners, this investment is expected to be accounted for by the Company
on the equity method.
On January 16, 2004, the Company acquired Redlands Mall, an enclosed mall in
Redlands, California. The purchase price paid for Redlands Mall was
approximately $14.25 million (subject to certain prorations and adjustments).
The consideration was paid from cash on hand, including proceeds from borrowings
under the Company's credit facilities.
On March 1, 2004 the Company acquired the remaining 50% general partnership
interest in Town East Mall in Mesquite, Texas from its unaffiliated joint
venture partner. The purchase price for the 50% ownership interest was
approximately $44.5 million, which was paid in cash from cash on hand, including
proceeds from borrowings under the Company's credit facilities.
On March 5, 2004, the Company acquired Four Seasons Town Centre, an enclosed
mall in Charlotte, North Carolina. The purchase price paid for Four Seasons Town
Centre was approximately $161 million (subject to certain prorations and
adjustments). The consideration was paid from approximately $134 million in
assumed debt, approximately $25.1 million in 7% preferred units of limited
partnership in the Operating Partnership and the remaining amounts from cash on
hand, including proceeds from borrowings under the Company's credit facilities.
Immediately following the closing, the Company prepaid approximately $22 million
of such debt using cash on hand.
In addition, certain Unconsolidated Real Estate Affiliates completed significant
investment and financing transactions since December 31, 2002, which are
summarized as follows:
On February 14, 2003, GGP/Homart purchased from the holder the portion of the
GGP MPTC financing (approximately $65 million) attributable to the West Oaks
Mall, a property 100% owned by GGP/Homart. In October 2003, a new $76 million
loan which matures in August 2013 and bears interest at a rate per annum of
5.25% was obtained.
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In March 2003, the Company, through GGP/Homart, refinanced the Pembroke Lakes
Mall $84 million mortgage with a new long-term mortgage loan. The new $144
million loan is comprised of two notes, both of which mature in April 2013 and
bears interest at a weighted average interest rate per annum of 4.94%.
Also in March 2003, the Company, through GGP/Homart, repaid the $44.0 million
mortgage collateralized by Columbiana Centre. A new $72 million mortgage loan,
collateralized by the Columbiana Centre, was obtained in April 2003. The new
loan, maturing in May 2008, provides for periodic amortization of principal and
interest and bears interest at a rate per annum of 4.13%.
In May 2003, the $19.1 million 7.65% mortgage loan (originally scheduled to
mature in September 2003) collateralized by Bay City Mall was repaid by
GGP/Homart. In November 2003, GGP/Homart obtained replacement financing secured
by the property in the form of a new $26.5 million non-recourse mortgage loan
bearing interest at a rate per annum of 6.70% and maturing in December 2013.
In September 2003, the Company, through GGP/Homart, refinanced Lakeland Square
Mall and Chula Vista Center. The new, $60 million loan collateralized by
Lakeland Square Mall bears interest at a rate per annum of 5.13%, requires
monthly payments of principal and interest and matures in October 2013. The new
$65 million loan collateralized by Chula Vista Center bears interest at a rate
per annum of 4.12%, requires monthly payments of principal and interest and
matures in October 2008.
On October 9, 2003, the Company, through GGP/Homart, refinanced the Shoppes at
Buckland Hills. The new $112.5 million interest-only loan bears interest at a
rate per annum of LIBOR plus 80 basis points and, assuming the exercise of all
no-cost extension options, matures in October 2008.
Approximately $454.9 million of the Company's consolidated debt is scheduled to
mature in 2004 and approximately $417.6 million of consolidated debt is
scheduled to mature in 2005. In addition, the Unconsolidated Real Estate
Affiliates have certain mortgage loans maturing in 2004 (the Company's portion
based on the Company's ownership percentage is approximately $87.1 million).
Although agreements to refinance all of such indebtedness have not yet been
reached, the Company anticipates that all of its debt will be repaid or
refinanced on a timely basis. Other than as described above or in conjunction
with possible future new developments or acquisitions, there are no current
plans to incur additional debt, increase the amounts available under the
Company's credit facilities or raise equity capital.
The following table aggregates the Company's contractual obligations and
commitments subsequent to December 31, 2003:
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
(in Thousands)
2004 2005 2006 2007 2008 SUBSEQUENT TOTAL
---- ---- ---- ---- ---- ---------- -----
Long-term debt-principal $ 449,439 $363,691 $1,230,975 $557,357 $1,460,849 $2,587,179 $6,649,490
Retained Debt-principal $ 4,050 $ 7,822 $ 31,270 $168,403 $ 199 $ 10,911 $ 222,655(1)
Ground lease payments $ 2,469 $ 2,455 $ 2,417 $ 2,384 $ 2,373 $ 87,010 $ 99,108
Committed real estate
acquisition contracts (Note 3) $ 56,000 - - - - - $ 56,000(2)
Purchase obligations $ 18,993 - - - - - $ 18,993(3)
Other long-term liabilities - - - - - - -(4)
----------- -------- ---------- -------- ---------- ---------- ----------
Total $ 530,951 $373,968 $1,264,662 $728,144 $1,463,421 $2,685,100 $7,046,246
----------- -------- ---------- -------- ---------- ---------- ----------
(1) As separately detailed in the chart immediately below.
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(2) Reflects equity of $10,250 and mortgage loan receivable of $31,500
related to Burlington Town Center which closed on January 7, 2004 and
$14,250 of equity related to Redlands Mall which closed on January 16,
2004.
(3) Reflects accrued and incurred construction costs payable. Routine trade
payables have been excluded. Other construction costs of approximately
$570 million are expected in future years as disclosed (Note 3) as the
Company's current development and redevelopment projects.
(4) Other long term liabilities related to interest expense on long term
debt or ongoing real estate taxes have not been included in the table
as such amounts depend upon future amounts outstanding and future
applicable real estate tax and interest rates. Interest expense and
real estate tax expense were $278.5 million and $89.0 million for 2003
and $219.0 million and $61.1 million for 2002, respectively.
With respect to the Unconsolidated Real Estate Affiliates, the Company has the
following specified contractual obligations:
UNCONSOLIDATED NATURE OF CONTRACTUAL
AFFILIATE OBLIGATION OBLIGATION
- -----------------------------------------------------------------------------
GGP/Homart II Retained Debt $164.0 million
GGP/Homart II Loan $8.9 million
GGP Ivanhoe IV Retained Debt $39.3 million
GGP/Teachers Retained Debt $19.4 million
Circle T Contractual construction obligations $0.5 million
Finally, the Company has, as described in Note 13, established certain special
purpose entities, primarily to facilitate financing arrangements. Such special
purpose entities are either; fully consolidated in the accompanying consolidated
financial statements or; are not owned or consolidated by the Company and the
Company has no fixed or contingent obligations with respect to such
unconsolidated entities.
If additional capital is required for any of the above listed obligations or for
other purposes, the Company believes that it can increase the amounts drawn or
available under the Company's credit facilities, obtain new revolving credit
facilities, obtain an interim bank loan, obtain additional mortgage financing on
under-leveraged or unencumbered assets, enter into new joint venture partnership
arrangements or raise additional debt or equity capital. However, there can be
no assurance that the Company can obtain such financing on satisfactory terms.
The Company will continue to monitor its capital structure, investigate
potential investments or joint venture partnership arrangements and purchase
additional properties if they can be acquired and financed on terms that the
Company reasonably believes will enhance long-term stockholder value. In
addition, the Company anticipates it will continue its current practice of
initially financing acquisitions with variable rate debt. When the acquired
property operating cash flow has been increased, the Company anticipates
refinancing portions of such variable rate acquisition debt with pooled or
property-specific, non-recourse fixed-rate mortgage financing. Such replacement
financing, if based on increased property cash flow, should yield increased
refinancing proceeds or other more favorable financing terms.
Net cash provided by operating activities was $578.5 million in 2003, an
increase of $118.0 million from $460.5 million in the same period in 2002.
Income from continuing operations increased $51.3 million which was primarily
due to the effect of the acquisitions of property in 2002 and 2003 as described
above.
Net cash provided by operating activities was $460.5 million in 2002, an
increase of $253.4 million from $207.1 million in the same period in 2001.
Income from continuing operations increased $113.9 million which was primarily
due to the effect of the $66 million provision for the discontinuance of the
Network Services in 2001 as discussed in
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Note 11 and $69.5 million of 2002 earnings is attributable to properties
acquired in 2002.
SUMMARY OF INVESTING ACTIVITIES
Net cash used by investing activities in 2003 was $1.7 billion, compared to a
use of $949.4 million in 2002. Cash flow from investing activities was affected
by the timing of acquisitions, development and improvements to real estate
properties, requiring a use of cash of approximately $1.7 billion in 2003
compared to approximately $1.0 billion in 2002.
Net cash used by investing activities in 2002 was $949.4 million, compared to a
use of $367.4 million in 2001. Cash flow from investing activities was affected
by the timing of acquisitions, development and improvements to real estate
properties, requiring a use of cash of approximately $1.0 billion in 2002
compared to $338.2 million in 2001. In addition, approximately $155.1 million of
the use of cash for investing activities in 2001, and a corresponding source of
cash from investing activities in 2002, was the purchase and subsequent sale of
the marketable securities discussed in Note 1.
SUMMARY OF FINANCING ACTIVITIES
Financing activities provided net cash of $1.1 billion in 2003, compared to
$381.8 million in 2002. A significant contribution of cash from financing
activities was obtained from mortgage refinancings and acquisition debt, which
had a positive impact of $3.1 billion in 2003 versus approximately $792.3
million in 2002. The majority of such financing in 2003 was for the purpose of
funding acquisitions that took place during the year. The additional financing
in 2003 was used to repay existing indebtedness and to fund redevelopment of
real estate as discussed above. The remaining use of cash consisted primarily of
increased distributions (including dividends paid to preferred stockholders in
2003 and 2002).
Financing activities provided net cash of $381.8 million in 2002, compared to
$293.8 million in 2001. The 2001 Offering resulted in net proceeds of
approximately $348 million which, as described in Note 1, was utilized to reduce
outstanding indebtedness and provide for additional working capital. An
additional significant contribution of cash from financing activities was
obtained from mortgages and acquisition debt, which had a positive impact of
$792.3 million in 2002 versus approximately $2.1 billion in 2001. The majority
of such financing in 2001 was attributable to the GGP MPTC financing described
in Note 5. The additional financing was used to repay existing indebtedness and
to fund the acquisitions and redevelopment of real estate as discussed above.
The remaining use of cash consisted primarily of increased distributions
(including dividends paid to preferred stockholders in 2002 and 2001).
REIT REQUIREMENTS
In order to remain qualified as a real estate investment trust for federal
income tax purposes, General Growth must distribute or pay tax on 100% of
capital gains and at least 90% of its ordinary taxable income to stockholders.
The following factors, among others, will affect operating cash flow and,
accordingly, influence the decisions of the Board of Directors regarding
distributions: (i) scheduled increases in base rents of existing leases; (ii)
changes in minimum base rents and/or overage rents attributable to replacement
of existing leases with new or renewal leases; (iii) changes in occupancy rates
at existing centers and procurement of leases for newly developed centers; (iv)
necessary capital improvement expenditures or debt repayments at existing
properties; and (v) General Growth's share of distributions of operating cash
flow generated by the Unconsolidated Real Estate Affiliates, less management
costs and debt service on additional loans that have been or will be incurred.
General Growth anticipates that its operating cash flow, and potential new debt
or equity from future offerings, new financings or refinancings will provide
adequate liquidity to conduct its operations, fund general and administrative
expenses, fund operating costs and interest payments and allow distributions to
General Growth preferred and common stockholders in accordance with the
requirements of the Code.
On January 1, 2001, the REIT provisions of the Tax Relief Extension Act of 1999
became effective. Among other things, the law permits a REIT to own up to 100%
of the stock of a Taxable REIT Subsidiary ("TRS"). A TRS, which must pay
corporate income tax, can provide services to REIT tenants and others without
disqualifying the rents that a REIT
47 of 53
receives from its tenants. Accordingly, on January 1, 2001 the Operating
Partnership acquired for nominal cash consideration 100% of the common stock of
GGMI and elected in 2001 to have GGMI treated as a TRS. The Operating
Partnership and GGMI concurrently terminated the management contracts for the
Consolidated Centers as the management activities would thereafter be performed
directly by the Company. GGMI has continued to manage, lease, and perform
various other services for the Unconsolidated Centers and other properties owned
by unaffiliated third parties. Although taxable income is expected to be
reported for 2003 and subsequent years, GGMI is not expected to be required to
pay Federal income taxes in the near term due to its significant net operating
loss carry-forwards primarily arising from 2001 operations.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
As described in Notes 2 and 13, the FASB has issued certain statements, which
are effective for the current or subsequent year. The Company does not expect a
significant impact on its annual reported operations due to the application of
the new statements as discussed in Note 13.
ECONOMIC CONDITIONS
Inflation has been relatively low in recent years and has not had a significant
detrimental impact on the Company. Should inflation rates increase in the
future, substantially all of the Company's tenant leases contain provisions
designed to partially mitigate the negative impact of inflation. Such provisions
include clauses enabling the Company to receive percentage rents based on
tenants' gross sales, which generally increase as prices rise, and/or escalation
clauses, which generally increase rental rates during the terms of the leases.
In addition, many of the leases expire each year which may enable the Company to
replace or renew such expiring leases with new leases at higher base and/or
percentage rents, if rents under the expiring leases are below the then-existing
market rates. Finally, many of the existing leases require the tenants to pay
amounts related to all or substantially all of their share of certain operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby partially reducing the Company's exposure to increases in costs and
operating expenses resulting from inflation.
Inflation also poses a potential threat to the Company due to the probability of
future increases in interest rates. Such increases would adversely impact the
Company due to the amount of its outstanding floating rate debt. However, in
recent years, the Company's ratio of interest expense to operating cash flow has
continued to decrease. In addition, the Company has limited its exposure to
interest rate fluctuations related to a portion of its variable rate debt by the
use of interest rate cap and swap agreements as described below. Finally,
subject to current market conditions, the Company has a policy of replacing
variable rate debt with fixed rate debt (see Note 5). However, in an increasing
interest rate environment (which generally follows improved market conditions as
discussed below), the fixed rates the Company can obtain with such replacement
fixed-rate debt will also continue to increase.
During 2002, the retail sector was generally weak. During 2003, modest
improvements in the sector occurred and the 2003 holiday season was the
strongest since 1999. Despite these favorable trends, some economists remain
cautious about prospects for continued improvements in retail markets. Growth in
retail markets would lead to stronger demand for leaseable space, ability to
increase rents to tenants with stronger sales performance and rents computed as
a percentage of tenant sales would increase.
The Company and its affiliates currently have interests in 162 operating retail
properties in the United States. The Portfolio Centers are diversified both
geographically and by property type (both major and middle market properties)
and this may mitigate the impact of any economic decline at a particular
property or in a particular region of the country. In addition, the diverse
combination of the Company's tenants is important because no single tenant (by
trade name) comprises more than 1.54% of the Company's annualized total rents.
48 of 53
The Company has over the past 18 months experienced a significant increase in
the market price of its Common Stock. Accordingly, all options granted to date
under its incentive stock plans that vest based on the market price of the
Common Stock have vested. Such vesting has resulted in approximately $14.9
million and $11.8 million in compensation cost in 2003 and 2002 respectively. As
all prior grants have vested and any grants of TSOs made in 2004 would require a
substantial increase in the market price of the Common Stock to vest, similar
TSO compensation costs in 2004 are not anticipated.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES MARKET RISK
The Company has not entered into any transactions using derivative commodity
instruments. The Company is subject to market risk associated with changes in
interest rates. Interest rate exposure is principally limited to the $2.6
billion of consolidated ABOUT debt of the Company outstanding at December 31,
2003, which bears interest at rates that vary with the market. However,
approximately $500 million of such variable rate consolidated debt is comprised
of non-recourse commercial mortgage-backed securities which are subject to
interest rate swap agreements, the effect of which is to fix the interest rate
the Company is required to pay on such debt to approximately 4.5% per annum.
Although the majority of the remaining variable rate debt is subject to interest
rate cap agreements (Note 2) pursuant to the loan agreements and financing
terms, such interest rate caps generally limit the Company's interest rate
exposure only if LIBOR exceeds a rate per annum significantly higher (generally
above 8% per annum) than current LIBOR rates. Therefore, a 25 basis point
movement in the interest rate on the remaining $2.1 billion of variable rate
debt would result in an approximately $5.2 million annualized increase or
decrease in consolidated interest expense and operating cash flows. The
Company's remaining consolidated debt outstanding at December 31, 2003 bears
interest at a fixed rate.
In addition, the Company is subject to interest rate exposure as a result of the
variable rate debt collateralized by the Unconsolidated Real Estate Affiliates
for which similar interest rate swap agreements have not be obtained. The
Company's share (based on the Company's respective equity ownership interests in
the Unconsolidated Real Estate Affiliates) of such remaining variable rate debt
was approximately $709.6 million at December 31, 2003. A similar 25 basis point
annualized movement in the interest rate on the variable rate debt of the
Unconsolidated Real Estate Affiliates would result in approximately $1.8 million
annualized increase or decrease in the Company's equity in the income and
operating cash flows from Unconsolidated Real Estate Affiliates.
The Company is further subject to interest rate risk with respect to its fixed
rate financing in that changes in interest rates will impact the fair value of
the Company's fixed rate financing. To determine the fair market value, the
fixed rate debt is discounted at a rate based on an estimate of current lending
rates, assuming the debt is outstanding through maturity and considering the
note's collateral. At December 31, 2003, the fair value of the fixed rate debt,
including variable rate debt converted to fixed rate debt through interest rate
swaps is estimated to be $4.7 billion compared to the carrying value of $4.5
billion. If LIBOR were to increase by 25 basis points, the fair value of our
$4.5 billion principal amount of outstanding fixed rate debt would decrease by
approximately $68.5 million and the fair value of our swap agreements would
increase by $1.4 million.
The Company has an ongoing program of refinancing its consolidated and
unconsolidated variable and fixed rate debt and believes that this program
allows it to vary its ratio of fixed to variable rate debt and to stagger its
debt maturities to respond to changing market rate conditions. Reference is made
to the above discussions of Liquidity and Capital Resources of the Company and
Note 5 for additional debt information.
ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Index to Consolidated Financial Statements and
Consolidated Financial Statement Schedules on page F-1 for the required
information.
49 of 53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15(d)-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")).
Based on that evaluation, the CEO and the CFO have concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act, as amended, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.
There have been no significant changes in the Company's internal controls during
the Company's most recently completed fiscal quarter that has materially
affected or is reasonably likely to materially affect the Company's internal
control over financial reporting or in other factors that could significantly
affect internal controls subsequent to the date of the evaluation referred to
above.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The information which appears under the captions "Election of Directors",
"Executive Officers", "Committees of the Board of Directors-Audit Committee" and
"-Nominating & Governance Committee" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's proxy statement for its 2004 Annual
Meeting of Stockholders is incorporated by reference into this Item 10.
The Company has a Code of Business Conduct and Ethics which applies to all of
the Company's employees, officer and directors, including its Chairman, Chief
Executive Officer and Chief Financial Officer. The Code of Business Conduct and
Ethics is available on the Corporate Governance page of the Company's website at
www.generalgrowth.com and the Company will provide a copy of the Code of
Business Conduct and Ethics without charge to any person who requests it by
writing to the address indicated under "Available Information" on page 11. The
Company will post on its website amendments to or waivers from its Code of
Ethics for executive officers, the principal accounting officer or directors, in
accordance with applicable laws and regulations.
ITEM 11. EXECUTIVE COMPENSATION
The information which appears under the caption "Executive Compensation" in the
Company's proxy statement for its 2004 Annual Meeting of Stockholders is
incorporated by reference into this Item 11; provided, however, that the Report
of the Compensation Committee of the Board of Directors on Executive
Compensation shall not be incorporated by reference herein, in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or in any of the
50 of 53
Company's future filings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information which appears under the captions "Common Stock Ownership of
Certain Beneficial Owners" and "Equity Ownership of Management" in the Company's
proxy statement for its 2004 Annual Meeting of Stockholders is incorporated by
reference into this Item 12.
The following table sets forth certain information with respect to shares of
Common Stock that may be issued under the Company's equity compensation plans as
of December 31, 2003.
Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
Plan Category warrants and rights warrants and rights column (a))
(a) (b) (c)
- -----------------------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders(1) 1,858,527 $14.85 11,375,142(2)
Equity compensation
plans not approved by
securities holders(3) N/A N/A 629,431
--------- ------ ----------
Total 1,858,527 12,004,573
========= ====== ==========
(1) Represents shares of Common Stock under the 1993 Plan (which terminated
on April 4, 2003), the 1998 Plan and the 2003 Plan.
(2) Represents 8,971,500 shares of Common Stock available for issuance
under the 2003 Plan and 2,403,642 shares of Common Stock available for
issuance under the 1998 Plan.
(3) Represents shares of Common Stock under the Company's Employee Stock
Purchase Plan, which was adopted by the Board of Directors in November
1998. Under the Employee Stock Purchase Plan, eligible employees make
payroll deductions over a six-month period, at which time the amounts
withheld are used to purchase shares of Common Stock at a purchase
price equal to 85% of the lesser of the closing price of a share of
Common Stock on the first or last trading day of the purchase period.
Purchases of Common Stock under the Employee Stock Purchase Plan are
made on the first business day of the next month after the close of the
purchase period. Under New York Stock Exchange rules then in effect,
stockholder approval was not required for the Employee Stock Purchase
Plan because it is a broadly-based plan available generally to all
employees.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information which appears under the caption "Certain Relationships and
Related Party Transactions" in the Company's proxy statement for its 2004 Annual
Meeting of Stockholders is incorporated by reference into this Item 13.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information which appears under the caption "Audit Fees", "Audit-Related
Fees", "Tax Fees", "All Other Fees" and "Audit Committee Pre-Approved Policies
and Procedures" in the Company's proxy statement for its 2004 Annual Meeting of
Stockholders is incorporated by reference into this Item 14.
51 of 53
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules.
The consolidated financial statements and schedules listed in the accompanying
Index to Consolidated Financial Statements and Financial Statement Schedules are
filed as part of ON FORM 8-K this Annual Report on Form 10-K.
(b) The following reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this report.
1. Current Report on Form 8-K dated November 5, 2003, filing with the SEC
under Item 5 the description of the acquisitions of The Maine Mall, Sikes
Senter and Glenbrook Square and including certain historical and pro forma
financial information.
2. Current Report on Form 8-K dated October 27, 2003, as amended October 31,
2003, due to the FASB changes to SFAS 150, furnishing to the SEC under Item
9 the press release describing the Company's results of operations for its
third quarter ended September 30, 2003.
3. Current Report on Form 8-K dated October 1, 2003, filing with the SEC under
Item 5 the press release announcing the calling of a special meeting of
stockholders regarding a three-for-one stock split.
(c) Exhibits.
See Exhibit Index on page S-1
52 of 53
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ John Bucksbaum
- ----------------------------
John Bucksbaum
Chief Executive Officer March 11, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Matthew Bucksbaum
- ----------------------------
Matthew Bucksbaum Chairman of the Board March 11, 2004
/s/ John Bucksbaum
- ----------------------------
John Bucksbaum Chief Executive Officer March 11, 2004
(Principal Executive Officer)
/s/ Robert Michaels
- ----------------------------
Robert Michaels Director, President March 11, 2004
and Chief Operating Officer
/s/ Bernard Freibaum
- ----------------------------
Bernard Freibaum Director, Executive Vice President March 11, 2004
and Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Anthony Downs
- ----------------------------
Anthony Downs Director March 11, 2004
/s/ Beth Stewart
- ----------------------------
Beth Stewart Director March 11, 2004
/s/ Alan Cohen
- ----------------------------
Alan Cohen Director March 11, 2004
/s/ John Riordan
- ----------------------------
John Riordan Director March 11, 2004
/s/ Frank Ptak
- ----------------------------
Frank Ptak Director March 11, 2004
53 of 53
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:
General Growth Properties, Inc.
Financial Statements Page(s)
Independent Auditors' Report F-2
Independent Auditors' Report F-3
Independent Auditors' Report F-4
Consolidated Balance Sheets as of December 31, 2003 and 2002 F-5
Consolidated Statements of Operations and Comprehensive Income
for the years ended December 31, 2003, 2002, and 2001 F-6
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2003, 2002 and 2001 F-7, F-8
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 F-9
Notes to Consolidated Financial Statements F-10 to F-46
Financial Statement Schedule
Independent Auditors' Report F-47
Schedule III - Real Estate and Accumulated Depreciation F-48
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
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
General Growth Properties, Inc.
We have audited the accompanying consolidated balance sheets of General Growth
Properties, Inc. (the "Company") as of December 31, 2003 and 2002, and the
related consolidated statements of operations and comprehensive income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did
not audit the consolidated financial statements of GGP/Homart, Inc. and
GGP/Homart II L.L.C., the Company's investments in which are accounted for by
use of the equity method. The Company's equity of $150,170,000 and $197,737,000
in GGP/Homart Inc.'s net assets as of December 31, 2003 and 2002, respectively,
and $23,815,000, $23,418,000 and $21,822,000 in GGP/Homart Inc.'s net income,
respectively, for each of the three years in the period ended December 31, 2003
are included in the accompanying consolidated financial statements. The
Company's equity of $259,363,000 and $190,597,000 in GGP/Homart II L.L.C.'s net
assets as of December 31, 2003, and 2002, respectively, and $33,448,000,
$26,421,000 and $23,995,000 in GGP/Homart II L.L.C.'s net income, respectively,
for each of the three years in the period ended December 31, 2003 are included
in the accompanying consolidated financial statements. The consolidated
financial statements of GGP/Homart, Inc. and GGP/Homart II L.L.C. were audited
by other auditors 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 such other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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. at December 31, 2003 and
2002, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for derivative instruments and hedging
activities in 2001 and as discussed in Note 13 to the consolidated financial
statements, the Company changed its method of accounting for debt extinguishment
costs in 2003.
Deloitte & Touche LLP
Chicago, Illinois
March 10, 2004
F-2
INDEPENDENT AUDITORS' REPORT
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, 2003 and 2002,
and the related consolidated statements of income and comprehensive income,
stockholders' equity and cash flows for each of the three years ended December
31, 2003, 2002 and 2001 (not presented separately herein). These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 at December 31, 2003 and 2002, and the results of their operations
and their cash flows for each of the three years ended December 31, 2003, 2002
and 2001 in conformity with accounting principles generally accepted in the
United States of America.
As discussed in note 2 to the consolidated financial statements, the Company
changed its method of accounting for intangible assets in 2002.
KPMG LLP
Chicago, Illinois
February 2, 2004
F-3
INDEPENDENT AUDITORS' REPORT
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, 2003 and 2002, and the related consolidated statements of income
and comprehensive income, members' capital and cash flows for each of the three
years ended December 31, 2003, 2002 and 2001 (not presented separately herein).
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 at December 31, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years ended December 31,
2003, 2002 and 2001 in conformity with accounting principles generally accepted
in the United States of America.
As discussed in note 2 to the consolidated financial statements, the Company
changed its method of accounting for intangible assets in 2002.
KPMG LLP
Chicago, Illinois
February 2, 2004
F-4
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except for per share amounts)
DECEMBER 31,
-----------------------------
2003 2002
------------ ------------
ASSETS
Investment in real estate:
Land $ 1,384,662 $ 1,128,990
Buildings and equipment 8,121,270 5,738,514
Less accumulated depreciation (1,100,840) (798,431)
Developments in progress 168,521 90,492
------------ ------------
Net property and equipment 8,573,613 6,159,565
Investment in and loans from Unconsolidated Real Estate Affiliates 630,613 766,519
------------ ------------
Net investment in real estate 9,204,226 6,926,084
Cash and cash equivalents 10,677 53,640
Marketable securities - 476
Tenant accounts receivable, net 148,485 126,587
Deferred expenses, net 140,701 108,694
Prepaid expenses and other assets 78,808 65,341
------------ ------------
$ 9,582,897 $ 7,280,822
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes and other debt payable $ 6,649,490 $ 4,592,311
Distributions payable 6,828 71,389
Network discontinuance reserve 4,071 4,123
Accounts payable and accrued expenses 348,275 233,027
------------ ------------
7,008,664 4,900,850
Minority interests:
Preferred 495,211 468,201
Common 408,613 377,746
------------ ------------
903,824 845,947
Commitments and contingencies - -
Preferred Stock: $100 par value; 5,000,000 shares authorized; - 337,500
345,000 designated as PIERS (Note 1) which were redeemed in 2003 but were
convertible and carried a $1,000 per share liquidation value of which 337,500
were issued and outstanding at December 31, 2002
Stockholders' Equity:
Common stock: $.01 par value; 875,000,000 shares authorized;
217,293,976 and 187,191,255 shares issued and outstanding
as of December 31, 2003 and 2002, respectively 2,173 1,872
Additional paid-in capital 1,913,447 1,549,642
Retained earnings (accumulated deficit) (220,512) (315,844)
Notes receivable-common stock purchase (6,475) (7,772)
Unearned compensation-restricted stock (1,949) (2,248)
Accumulated other comprehensive income (loss) (16,275) (29,125)
------------ ------------
Total stockholders' equity 1,670,409 1,196,525
------------ ------------
$ 9,582,897 $ 7,280,822
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Dollars in thousands, except for per share amounts)
YEARS ENDED DECEMBER 31,
2003 2002 2001
------------ ------------ ------------
Revenues:
Minimum rents $ 781,675 $ 584,260 $ 466,678
Tenant recoveries 333,712 255,526 218,700
Overage rents 34,928 28,044 22,746
Management and other fees 84,138 75,479 66,764
Other 36,275 33,367 24,477
------------ ------------ ------------
Total revenues 1,270,728 976,676 799,365
Expenses:
Real estate taxes 89,038 61,096 51,057
Repairs and maintenance 82,217 62,674 53,922
Marketing 35,797 28,681 27,490
Other property operating costs 153,786 107,919 84,941
Provision for doubtful accounts 7,009 3,859 3,322
Property management and other costs 109,844 94,795 66,987
General and administrative 8,533 8,720 6,006
Depreciation and amortization 231,172 179,542 144,863
Network discontinuance costs - - 66,000
------------ ------------ ------------
Total expenses 717,396 547,286 504,588
------------ ------------ ------------
Operating income 553,332 429,390 294,777
Interest income 2,308 3,689 4,655
Interest expense (278,543) (219,029) (225,057)
Income allocated to minority interests (112,111) (86,670) (40,288)
Equity in net income of unconsolidated affiliates 94,480 80,825 60,195
------------ ------------ ------------
Income from continuing operations 259,466 208,205 94,282
Discontinued operations, net of minority interest:
Income from operations 225 1,034 1,362
Gain on disposition 3,720 19 -
------------ ------------ ------------
Income from discontinued operations, net 3,945 1,053 1,362
------------ ------------ ------------
Income before cumulative effect of accounting change 263,411 209,258 95,644
Cumulative effect of accounting change - - (3,334)
------------ ------------ ------------
Net income $ 263,411 $ 209,258 $ 92,310
------------ ------------ ------------
Convertible preferred stock dividends (13,030) (24,467) (24,467)
------------ ------------ ------------
Net income available to common stockholders $ 250,381 $ 184,791 $ 67,843
============ ============ ============
Earnings from continuing operations per share-basic $ 1.23 $ 0.98 $ 0.44
============ ============ ============
Earnings from continuing operations per share-diluted $ 1.20 $ 0.98 $ 0.44
============ ============ ============
Earnings from discontinued operations per share-basic $ 0.02 $ 0.01 $ 0.01
============ ============ ============
Earnings from discontinued operations per share-diluted $ 0.02 $ - $ 0.01
============ =========== ============
Loss from cumulative effect of accounting change-basic $ - $ - $ (0.02)
=========== =========== ============
Loss from cumulative effect of accounting change-diluted $ - $ - $ (0.02)
=========== =========== ============
Earnings per share-basic $ 1.25 $ 0.99 $ 0.43
============ ============ ============
Earnings per share-diluted $ 1.22 $ 0.98 $ 0.43
============ ============ ============
Net income $ 263,411 $ 209,258 $ 92,310
Other comprehensive income, net of minority interest:
Net unrealized gains (losses) on financial instruments 12,542 (30,774) 2,389
Minimum pension liability adjustment 308 (740) -
Equity in unrealized gains on available-for-sale 169 1,368
securities of unconsolidated affiliate
------------ ------------ ------------
Comprehensive income, net $ 276,261 $ 177,913 $ 96,067
============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except for per share amounts)
ADDITIONAL RETAINED
COMMON STOCK PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
----------- --------- ---------- ---------
Balance, December 31, 2000 156,843,777 $ 1,568 $1,213,921 $(266,085)
Net income 92,310
Cash distributions declared
($0.80 per share) (130,107)
Convertible Preferred Stock dividends (24,467)
Conversion of operating partnership
units to common stock 63,636 1 576
Issuance of Common Stock, net of
employee stock option loans 28,864,383 289 358,497
Other comprehensive gains
Adjustment for minority interest
in operating partnership (45,447)
----------- --------- ---------- ---------
Balance, December 31, 2001 185,771,796 $ 1,858 $1,527,547 $(328,349)
----------- --------- ---------- ---------
Net income 209,258
Cash distributions declared
($0.92 per share) (170,614)
Convertible Preferred Stock dividends (24,467)
Conversion of operating partnership
units to common stock 48,738 - 636
Issuance of Common Stock, net of
employee stock option loans 1,370,721 14 19,344
Issuance costs, preferred units (1,672)
Restricted stock grant, net of
compensation expense
Other comprehensive losses
Adjustment for minority interest
in operating partnership 2,115
UNEARNED OTHER
COMPENSA- COMPRE- TOTAL
EMPLOYEE TION HENSIVE STOCK-
STOCK RESTRICTED GAINS/ HOLDERS'
LOANS STOCK (LOSSES) EQUITY
--------- ---------- -------- ---------
Balance, December 31, 2000 $ (9,449) $ - $ (1,537) $ 938,418
Net income 92,310
Cash distributions declared
($0.80 per share) (130,107)
Convertible Preferred Stock dividends (24,467)
Conversion of operating partnership
units to common stock 577
Issuance of Common Stock, net of
employee stock option loans (10,441) 348,345
Other comprehensive gains 3,757 3,757
Adjustment for minority interest
in operating partnership (45,447)
--------- ---------- -------- ---------
Balance, December 31, 2001 $ (19,890) $ - $ 2,220 1,183,386
--------- ---------- -------- ---------
Net income 209,258
Cash distributions declared
($0.92 per share) (170,614)
Convertible Preferred Stock dividends (24,467)
Conversion of operating partnership
units to common stock 636
Issuance of Common Stock, net of
employee stock option loans 12,118 31,476
Issuance costs, preferred units (1,672)
Restricted stock grant, net of
compensation expense (2,248) (2,248)
Other comprehensive losses (31,345) (31,345)
Adjustment for minority interest
in operating partnership 2,115
- ----------------------
continued on next page
F-7
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except for per share amounts)
ADDITIONAL RETAINED
COMMON STOCK PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
----------- --------- ---------- ---------
Balance, December 31, 2002 187,191,255 $ 1,872 $1,549,642 $(315,844)
----------- --------- ---------- ---------
Net income 263,411
Cash distributions declared
($0.78 per share) (155,049)
Convertible Preferred Stock dividends (13,030)
PIERS redemption and conversion, net 25,503,543 255 337,837
Conversion of operating partnership
units to common stock 2,956,491 30 22,134
Issuance of Common Stock, net of
employee stock option
loans/repayments 1,642,687 16 30,108
Restricted stock grant, net of
compensation expense
Other comprehensive gains
Adjustment for minority interest
in operating partnership (26,274)
----------- --------- ---------- ---------
Balance, December 31, 2003 217,293,976 $ 2,173 $1,913,447 $(220,512)
=========== ========= ========== =========
UNEARNED OTHER
COMPENSA- COMPRE- TOTAL
EMPLOYEE TION HENSIVE STOCK-
STOCK RESTRICTED GAINS/ HOLDERS'
LOANS STOCK (LOSSES) EQUITY
--------- ---------- -------- ----------
Balance, December 31, 2002 $ (7,772) $ (2,248) $(29,125) $1,196,525
--------- ---------- -------- ----------
Net income 263,411
Cash distributions declared
($0.78 per share) (155,049)
Convertible Preferred Stock dividends (13,030)
PIERS redemption and conversion, net 338,092
Conversion of operating partnership
units to common stock 22,164
Issuance of Common Stock, net of
employee stock option
loans/repayments 1,297 31,421
Restricted stock grant, net of
compensation expense 299 299
Other comprehensive gains 12,850 12,850
Adjustment for minority interest
in operating partnership (26,274)
--------- ---------- -------- ---------
Balance, December 31, 2003 $ (6,475) $ (1,949) $(16,275) $1,670,409
========= ========== ======== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands, except for per share amounts)
2003 2002 2001
------------ ------------ ------------
Cash flows from operating activities:
Net Income $ 263,411 $ 209,258 $ 92,310
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Minority interests, including income from discontinued operations 113,289 87,003 40,792
Cumulative effect of accounting change - - 3,334
Equity in income of unconsolidated affiliates (94,480) (80,825) (60,195)
Provision for doubtful accounts 7,009 3,859 3,322
Distributions received from unconsolidated affiliates 91,613 80,177 59,403
Depreciation 205,385 172,593 128,334
Amortization 34,849 12,045 16,529
Gains on disposition, net (4,831) (25) -
Net Changes:
Tenant accounts receivable (29,304) (33,004) 15,890
Prepaid expenses and other assets 8,298 (5,926) (821)
Deferred expenses (51,435) (20,785) (14,929)
Network discontinuance reserve (52) (1,038) 5,161
Accounts payable and accrued expenses 34,735 37,163 (82,005)
------------ ------------ ------------
Net cash provided by (used in) operating activities 578,487 460,495 207,125
------------ ------------ ------------
Cash flows from investing activities:
Acquisition/development of real estate and improvements
and additions to properties (1,732,358) (1,006,368) (338,236)
Network and Broadband System additions - - (47,037)
Proceeds from sale of investment property 14,978 - -
Increase in investments in unconsolidated affiliates (26,418) (165,581) (23,229)
Distributions received from unconsolidated affiliates in excess of income 90,925 50,276 101,243
Proceeds from repayment of notes receivable for common stock purchases 1,297 16,361 -
Loans (repayments) from unconsolidated affiliates, net (94,355) 1,274 94,996
Net decrease in holdings of investments in marketable securities 476 154,627 (155,103)
------------ ------------ ------------
Net cash provided by (used in) investing activities (1,745,455) (949,411) (367,366)
------------ ------------ ------------
Cash flows from financing activities:
Cash distributions paid to common stockholders (199,986) (165,942) (117,585)
Cash distributions paid to holders of Common Units (59,815) (52,334) (43,854)
Cash distributions paid to holders of Preferred Units (40,257) (25,014) (15,663)
Payment of dividends on PIERS (19,145) (24,467) (24,467)
Proceeds from sale of common stock, net of issuance costs 31,308 12,867 348,346
Proceeds from issuance of Preferred Units - 63,326 -
Proceeds from issuance of mortgage notes and other debt payable 3,140,750 792,344 2,137,667
Principal payments on mortgage notes and other debt payable (1,715,752) (218,449) (1,983,586)
Increase in deferred expenses (13,098) (530) (7,091)
------------ ------------ ------------
Net cash provided by (used in) financing activities 1,124,005 381,801 293,767
------------ ------------ ------------
Net change in cash and cash equivalents (42,963) (107,115) 133,526
Cash and cash equivalents at beginning of period 53,640 160,755 27,229
------------ ------------ ------------
Cash and cash equivalents at end of period $ 10,677 $ 53,640 $ 160,755
============ ============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 258,395 $ 224,573 $ 211,319
============ ============ ============
Interest capitalized $ 5,679 $ 5,195 $ 16,272
============ ============ ============
Non-cash investing and financing activities:
Common stock issued in exchange for PIERS $ 337,483 $ - $ -
Common stock issued in exchange for Operating Partnership Units 22,134 636 577
Assumption of debt in conjunction with acquisition of property 552,174 812,293 8,207
Notes receivable issued for exercised stock options - 4,243 10,441
Operating Partnership Units and common stock issued as consideration
for purchase of real estate 26,637 41,131 -
Distributions payable 6,828 71,389 62,368
Acquisition of GGMI - - 66,079
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
NOTE 1 ORGANIZATION
GENERAL
General Growth Properties, Inc., a Delaware corporation ("General Growth"), was
formed in 1986 to own and operate regional mall shopping centers. The Company
conducts substantially all of its business through GGP Limited Partnership (the
"Operating Partnership" or "GGPLP") which is majority owned by General Growth
and which was formed in 1993 in conjunction with General Growth's initial public
offering of its common stock ("Common Stock") to succeed to substantially all of
the interests in regional mall general partnerships owned and controlled by the
Company and its original stockholders. All references to the "Company" in these
notes to Consolidated Financial Statements include General Growth and those
entities owned or controlled by General Growth (including the Operating
Partnership and the LLC as described below), unless the context indicates
otherwise. In addition, the Company completed a three-for-one split of its
Common Stock (effective December 5, 2003), as described below. In the
accompanying consolidated financial statements, unless otherwise noted, all
previous applicable share or per share disclosure amounts have been reflected on
a post-split basis.
On January 1, 2001, the Operating Partnership acquired for nominal cash
consideration 100% of the common stock of General Growth Management, Inc.
("GGMI"). GGMI has continued to manage, lease, and perform various other
services for the Unconsolidated Real Estate Affiliates (as defined below) and
other properties owned by unaffiliated third parties. During 2001, the Company
elected that GGMI be treated as a taxable REIT subsidiary (a "TRS") as permitted
under the Tax Relief Extension Act of 1999.
During December 2001, General Growth completed a public offering of 27,600,000
shares of Common Stock (the "2001 Offering"). General Growth received net
proceeds of approximately $345,000 which was used to reduce outstanding
indebtedness and increase working capital.
General Growth has reserved for issuance up to 3,000,000 shares of Common Stock
for issuance under the Dividend Reinvestment and Stock Purchase Plan ("DRSP").
The DRSP allows, in general, participants in the plan to make purchases of
Common Stock from dividends received or additional cash investments. Although
the purchase price of the Common Stock is determined by the current market
price, the purchases will be made without fees or commissions. General Growth
has and will satisfy DRSP Common Stock purchase needs through the issuance of
new shares of Common Stock or by repurchases of currently outstanding Common
Stock. As of December 31, 2003, an aggregate of 377,528 shares of Common Stock
have been issued under the DRSP.
On October 1, 2003, the Company's Board of Directors approved a proposed
amendment to the Company's Charter to effectuate a three-for-one split of the
Common Stock, increase the number of authorized shares of Common Stock from 210
million to 875 million shares and change the par value of the Common Stock from
$.10 to $.01 per share. The Charter amendment was approved by the shareholders
at a special shareholder meeting held on November 20, 2003. The record date for
the stock split was November 20, 2003 with a distribution date of December 5,
2003. When the change in par value became effective, it resulted in an
approximate $5 million reclassification of common stock-par value to additional
paid-in capital. In addition, the Operating Partnership currently has common
units of limited partnership interest ("Units") outstanding that may be
exchanged by their holders, under certain circumstances, for shares of Common
Stock on a one-for-one basis as described below in Note 2-Minority Interest
Common. These common units were also split on a three-for-one basis so that they
continue to be exchangeable on a one-for-one basis into shares of Common Stock.
In the accompanying consolidated financial statements, all previous applicable
Unit and per Unit disclosure amounts have been reflected on a post-split basis.
PREFERRED STOCK
General Growth had issued 13,500,000 Depositary Shares, each representing 1/40
of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A
("PIERS"), or a total of 337,500 PIERS. During May 2003, General Growth called
all of its outstanding PIERS and Depositary Shares for redemption on July 15,
2003. The Depositary Shares (and the related PIERS) were converted at the rate
of 1.8891 shares of Common Stock per Depositary Share and therefore, a
F-10
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
total of 12,540,186 shares of Common Stock were issued on July 15, 2003 as a
result of this redemption and approximately $17 was paid in cash to redeem
fractional shares of PIERS held.
In order to enable General Growth to comply with its obligations with respect to
the PIERS, General Growth had owned preferred units of limited partnership
interest in the Operating Partnership (the "Preferred Units") which had rights,
preferences and other privileges, including distribution, liquidation,
conversion and redemption rights, that mirrored those of the PIERS. Accordingly,
the Operating Partnership was required to make all required distributions on the
Preferred Units prior to any distribution of cash or assets to the holders of
the Units. The Depositary Shares had been convertible at any time, at the option
of the holder, into shares of Common Stock at the rate of 1.8891 shares of
Common Stock per Depositary Share. Although no Depositary Shares had been
converted at December 31, 2002, through July 14, 2003, holders of approximately
6,861,800 Depositary Shares had voluntarily elected to convert such Depositary
Shares, and such Depositary Shares were converted to, 12,963,357 shares of
Common Stock. The PIERS and the Depositary Shares had been subject to mandatory
redemption by General Growth on July 15, 2008 at a price of $1,000 per PIERS,
plus accrued and unpaid dividends, if any, to the redemption date. Accordingly,
the PIERS were reflected in the accompanying consolidated financial statements
at such liquidation or redemption value.
During 2002 and 2003, other classes of preferred stock of General Growth were
created to permit the future conversion of certain equity interests assumed by
the Company in conjunction with the JP Realty acquisition or created in
conjunction with other acquisitions (Note 3) into General Growth equity
interests. As no such preferred stock has been issued and, for certain classes
of such preferred stock the conditions to allow such a conversion have not yet
occurred, such additional classes of preferred stock have not been presented in
the accompanying consolidated balance sheets for December 31, 2003 and 2002.
SHAREHOLDER RIGHTS PLAN
General Growth has a shareholder rights plan pursuant to which one preferred
share purchase right (a "Right") is attached to each currently outstanding or
subsequently issued share of Common Stock. Prior to becoming exercisable, the
Rights trade together with the 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 the Common Stock. Each Right will initially entitle the
holder to purchase from General Growth 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. In the event that a person or group acquires 15%
or more of the Common Stock, each Right will entitle the holder (other than the
acquirer) to purchase shares of 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 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, the Board of Directors of General Growth may
exchange each Right (other than those held by the acquirer) for one share of
Common Stock, subject to adjustment. If the Rights become exercisable, holders
of common units of partnership interest in the Operating Partnership, other than
General Growth, will receive the number of Rights they would have received if
their units had been redeemed and the purchase price paid in Common Stock. The
Rights expire on November 18, 2008, unless earlier redeemed by the General
Growth Board of Directors for one third of $0.01 per Right or such expiration
date is extended.
OPERATING PARTNERSHIP
As of December 31, 2003, the Company either directly or through the Operating
Partnership and subsidiaries owned 120 operating retail properties (regional
malls and community centers), collectively, the "Consolidated Centers" as well
as 100% of General Growth Management, Inc. ("GGMI") and other miscellaneous
mixed-use commercial business properties and potential development sites.
As of December 31, 2003, the Company holds ownership interests in the following
joint
F-11
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
ventures, collectively, the "Unconsolidated Real Estate Affiliates", as
described in Note 4:
NUMBER OF
REGIONAL MALL COMPANY OWNERSHIP
SHOPPING STRUCTURE AND
LEGAL NAME VENTURE NAME CENTERS PERCENTAGE
- -----------------------------------------------------------------------------------------------
GGP/Homart, Inc. GGP/Homart 22* 50% common stock
GGP/Homart II L.L.C. GGP/Homart II 10 50% LLC membership
interest
GGP-TRS L.L.C. GGP/Teachers 5 50% LLC membership
interest
GGP Ivanhoe, Inc. GGP Ivanhoe 2 51% common stock
GGP Ivanhoe IV, Inc. GGP Ivanhoe IV 1 51% common stock
Dayjay Associates Quail Springs 1 50% general partnership
interest
Town East Mall Partnership Town East 1 50% general partnership
interest
Westlake Retail Associates, Ltd. Circle T 1 50% general partnership
interest
*Including 3 regional mall shopping centers owned jointly with venture partners.
For the purposes of this report, the 43 regional mall shopping centers listed
above are collectively referred to as the "Unconsolidated Centers" and, together
with the Consolidated Centers, comprise the "Company Portfolio".
During May 2000, the Operating Partnership formed GGPLP L.L.C., a Delaware
limited liability company (the "LLC"), by contributing its interest in a
portfolio of 44 Consolidated Centers to the LLC in exchange for all of the
common units of membership interest in the LLC. As of December 31, 2003, the
LLC, due to subsequent acquisitions by the Company, owns 104 of the Consolidated
Centers. A total of 940,000 redeemable preferred units of membership interest in
the LLC (the "RPUs") have been issued by the LLC. Holders of the RPUs are
entitled to receive cumulative preferential cash distributions per RPU at a per
annum rate of 8.95% of the $250 liquidation preference thereof (or $5.59375 per
quarter) prior to any distributions by the LLC to the Operating Partnership.
Subject to certain limitations, the RPUs may be redeemed in cash by the LLC for
the liquidation preference amount plus accrued and unpaid distributions and may
be exchanged by the holders of the RPUs for an equivalent amount of redeemable
preferred stock of General Growth. Such preferred stock provides for an
equivalent 8.95% annual preferred distribution and is redeemable at the option
of General Growth for cash equal to the liquidation preference amount plus
accrued and unpaid distributions. The RPUs outstanding at December 31, 2003 and
December 31, 2002 have been reflected in the accompanying consolidated financial
statements as a component of minority interest-preferred as detailed in Note 2.
In addition, 20,000 8.25% cumulative preferred units (the "CPUs") have been
issued by the LLC. The holders of these CPUs are entitled to receive cumulative
preferential cash distributions per CPU at a per annum rate of 8.25% of the $250
liquidation preference thereof (or $5.15625 per quarter), prior to any
distributions by the LLC to the Operating Partnership also as detailed in
Note 2.
As of December 31, 2003, General Growth owned an approximate 80% general
partnership interest in the Operating Partnership. The remaining approximate 20%
minority interest in the Operating Partnership is held by limited partners that
include trusts for the benefit of the families of the original stockholders who
initially owned and controlled the Company and subsequent contributors of
properties to the Company. These minority interests are represented by common
units of limited partnership interest in the Operating Partnership (the
"Units"). In addition, holders of certain preferred units of limited partnership
(see Minority Interest-Preferred, Note 2) in the Operating Partnership have
rights to convert such holdings to Units. Under certain circumstances, the Units
can be redeemed at the option of the holders for cash or,
F-12
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
at General Growth's election, for shares of Common Stock on a one-for-one basis.
The holders of the Units also share equally with General Growth's common
stockholders on a per share basis in any distributions by the Operating
Partnership on the basis that one Unit is equivalent to one share of Common
Stock.
BUSINESS SEGMENT INFORMATION
The Financial Accounting Standards Board (the "FASB") has issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("Statement 131") which requires disclosure of certain operating and financial
data with respect to separate business activities within an enterprise. The
primary business of General Growth and its consolidated affiliates is the owning
and operation of shopping centers. General Growth evaluates operating results
and allocates resources on a property-by-property basis. General Growth does not
distinguish or group its consolidated operations on a geographic basis.
Accordingly, General Growth has concluded it currently has a single reportable
segment for Statement 131 purposes. Further, all material operations are within
the United States and no customer or tenant comprises more than 10% of
consolidated revenues.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company including the Consolidated Centers, GGMI and the unconsolidated
investments in GGP/Homart, GGP/Homart II, GGP/Teachers, GGP Ivanhoe, GGP Ivanhoe
III, GGP Ivanhoe IV, Circle T, Quail Springs, and Town East. Included in the
consolidated financial statements are four joint ventures, acquired in the JP
Realty acquisition (Note 3), which are partnerships with non-controlling
independent joint venture partners. Income allocated to minority interests
includes the share of such properties' operations (computed as the respective
joint venture partner ownership percentage) applicable to such non-controlling
venture partners. All significant intercompany balances and transactions have
been eliminated.
REVENUE RECOGNITION
Minimum rent revenues are recognized on a straight-line basis over the terms of
the related leases. As of December 31, 2003, approximately $77,397 has been
recognized as straight-line rents receivable (representing the current net
cumulative rents recognized prior to when billed and collectible as provided by
the terms of the leases), all of which is included in tenant accounts
receivable, net in the accompanying consolidated financial statements. Also
included in consolidated minimum rents in 2003 is approximately $16,551 of
accretion related to above and below-market leases at properties acquired as
provided by FASB Statements No. 141, "Business Combinations", ("SFAS 141") and
No. 142, "Goodwill and Intangible Assets", ("SFAS 141"). Overage rents are
recognized on an accrual basis once tenant sales revenues exceed contractual
tenant lease thresholds. Recoveries from tenants computed as a formula related
to taxes, insurance and other shopping center operating expenses are recognized
as revenues in the period the applicable costs are incurred. Amounts collected
from tenants to allow the termination of their leases prior to their scheduled
termination dates, approximately $9,694, $8,303 and $7,500 in 2003, 2002 and
2001, respectively, have been included in minimum rents. Fee income primarily
represents GGMI management and leasing fees, financing fees and fees for other
ancillary services performed by the Company for the benefit of its
Unconsolidated Real Estate Affiliates and certain properties managed for
independent third-party investors. For the years ended December 31, 2003, 2002
and 2001, GGMI has recognized $62,960, $52,646 and $45,079, respectively, in
fees from the Unconsolidated Real Estate Affiliates. Management and leasing fees
of GGMI are recognized as services are rendered.
The Company provides 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 the recovery
experience of the Company. With respect to straight-line rents, the Company
evaluates the probability of collection of the portion of future rent to be
recognized presently under a straight-line methodology. This analysis considers
the long-term nature of the Company's leases, as a certain portion of the
deferred rent currently recognizable will not be billed to the tenant until many
years into the future. The Company's experience relative to unbilled deferred
rent receivable is that a certain portion of the amounts
F-13
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
straight-lined into revenue are never collected from (or billed to) the tenant
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 the accompanying consolidated balance sheets
are shown net of an allowance for doubtful accounts of $12,940 and $7,817 as of
December 31, 2003 and 2002, respectively.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The cash and cash
equivalents of the Company are held at two financial institutions.
DEFERRED EXPENSES
Deferred expenses consist principally of financing fees which are amortized over
the terms of the respective agreements and leasing costs and commissions which
are amortized over the average life of the tenant leases. Deferred expenses in
the accompanying consolidated balance sheets are shown at cost, net of
accumulated amortization of $94,525 and $73,546 as of December 31, 2003 and
2002, respectively.
FINANCIAL INSTRUMENTS
Statement No. 107, "Disclosure about the Fair Value of Financial Instruments",
("SFAS 107"), issued by the FASB, requires the disclosure of the fair value of
the Company's financial instruments for which it is practicable to estimate that
value. SFAS 107 does not apply to all balance sheet items and the Company has
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. The Company considers the
carrying value of its cash and cash equivalents to approximate the fair value
due to the short maturity of these investments. Based on borrowing rates
available to the Company at the end of 2003 and 2002 for mortgage loans with
similar terms and maturities, the fair value of the mortgage notes and other
debts payable approximates the carrying value at December 31, 2003 and 2002. In
addition, the Company estimates that the fair value of its interest rate cap and
swap agreements (Note 5) related to consolidated debt at December 31, 2003 and
2002 is approximately $(15,546) and $(28,292), respectively.
The Company held approximately $155,100 of marketable securities (bearing
interest at a weighted average variable annual rate of 2.9% at December 31, 2001
and having a weighted average maturity of approximately 3.63 years). Such
securities, which were subsequently sold in May 2002 to finance certain
acquisitions (Note 3), represented a portion of the commercial mortgage
pass-through certificates issued in December 2001 as more fully described in
Note 5. At December 31, 2002, the Company held approximately $476 of common
stock of certain former tenants who had settled their previous obligations by
transferring such common stock to the Company. These equity securities had been
reflected at their respective market values and were sold in February 2003 at
prices approximating such assigned values. In addition at December 31, 2003, the
Company has certain derivative financial instruments as described below and in
Note 5.
The Company's only hedging activities are the cash flow hedges represented by
its interest rate cap and swap agreements relating to its commercial
mortgage-backed securities (Note 5). These agreements either place a limit on
the effective rate of interest the Company will bear on such variable rate
obligations or fix the effective interest rate on such obligations to a certain
rate. The Company has concluded that these agreements are highly effective in
achieving its objective of eliminating its exposure to variability in cash flows
relating to these variable rate obligations in any interest rate environment for
loans subject to swap agreements and for loans with related cap agreements, when
LIBOR rates exceed the strike rates of the agreements. The Company values the
interest rate cap and swap agreements as of the end of each reporting period.
Interest rates have declined since these agreements were obtained. The Company
recorded at January 1, 2001 a loss to earnings of $3,334 as a cumulative-effect
type transition adjustment to recognize at fair value the time-value portion of
all the interest rate cap
F-14
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
agreements that were previously designated as part of a hedging relationship.
Included in the $3,334 loss is $704 related to interest rate cap agreements held
by Unconsolidated Real Estate Affiliates. The Company also recorded $112 to
other comprehensive income at January 1, 2001 to reflect the then fair value of
the intrinsic portion of the interest rate cap agreements. Subsequent changes in
the fair value of these agreements and additional cap agreements subsequently
entered into have been reflected in current earnings and accumulated other
comprehensive income. During 2003, 2002 and 2001, the Company recorded
approximately $12,542, ($30,774) and $2,389, respectively, of net additional
other comprehensive income (loss) to reflect changes in the fair value of its
interest rate cap and swap agreements.
In conjunction with the GGP MPTC financing (as defined and described in Note 5),
all of the debt hedged by the Company's then existing interest rate cap
agreements was refinanced. As the related fair values of the previous cap
agreements were nominal on the refinancing date, these cap agreements were not
terminated and any subsequent changes in the fair value of these cap agreements
were reflected in interest expense. Further, certain caps were purchased and
sold in conjunction with GGP MPTC financing. These purchased and sold caps do
not qualify for hedge accounting and changes in the fair values of these
agreements are reflected in interest expense. Finally, certain interest rate
swap agreements were entered into to partially fix the interest rates on a
portion of the GGP MPTC financing. These swap agreements have been designated as
cash flow hedges on $500,000 of the Company's consolidated variable rate debt
(see also Note 5).
ACQUISITIONS
Acquisitions of properties are accounted for utilizing the purchase method and,
accordingly, the results of operations are included in the Company's results of
operations from the respective dates of acquisition. The Company has used
estimates of future cash flows and other valuation techniques to allocate the
purchase price of acquired property between land, buildings and improvements,
equipment and other identifiable debit and credit intangibles such as amounts
related to in-place at-market leases, acquired above and below-market leases and
tenant relationships. The Company has estimated the fair value of acquired
in-place at-market leases as the costs the Company 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, the Company evaluates the time period over which
such occupancy level would be achieved and includes 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. Above-market
and below-market in-place lease values for owned properties are recorded based
on the present value (using an interest rate which reflects the risks associated
with the leases acquired) of the difference between (i) the contractual amounts
to be paid pursuant to the in-place leases and (ii) the Company's estimate of
fair market lease rates for the corresponding in-place leases, measured over a
period equal to the remaining non-cancelable term of the lease. The capitalized
above- and below-market lease values are amortized as adjustments to rental
income over the remaining non-cancelable terms of the respective leases.
This allocation has resulted in the recognition upon acquisition of additional
consolidated intangible assets (acquired above-market and in-place leases) and
deferred credits (acquired below-market leases) relating to the Company's 2003
real estate purchases of approximately $35,144 and $54,058, respectively. These
intangible assets and liabilities, and similar assets and liabilities from the
Company's 2002 acquisitions including those by the Unconsolidated Real Estate
Affiliates, are being amortized over the terms of the acquired leases. As a
result, the Company reported additional amortization expense of approximately
$2,763 and additional amortization expense from its Unconsolidated Real Estate
Affiliates of approximately $1,093. Due to existing contacts and relationships
with tenants at its currently owned properties and at properties currently
managed for others, no significant value has been ascribed to the tenant
relationships which exist at the properties acquired.
PROPERTIES
F-15
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
Real estate assets are stated at cost. For redevelopment of existing operating
properties, the net book value of the existing property under redevelopment plus
the cost for the construction and improvements incurred in connection with the
redevelopment are capitalized to the extent the capitalized costs of the
property do not exceed the estimated fair value of the redeveloped property when
complete. Real estate taxes incurred during construction periods are capitalized
and amortized on the same basis as the related assets. Interest costs are
capitalized during periods of active construction for qualified expenditures
based upon interest rates in place during the construction period until
construction is substantially complete. Capitalized interest costs are amortized
over the lives consistent with the constructed assets.
Pre-acquisition costs, which generally include legal and professional fees and
other third-party costs related directly to the acquisition of the property, are
capitalized as part of the acquired property. In the event an acquisition is no
longer deemed to be probable, the costs previously capitalized are written off
as a component of operating expenses. The real estate assets of the Company are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. 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 carrying value of the asset over its estimated fair value will be
charged to operations. 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
Purchased intangibles 5-15
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.
INVESTMENTS IN UNCONSOLIDATED REAL ESTATE AFFILIATES
The Company accounts for its investments in Unconsolidated Real Estate
Affiliates using the equity method whereby the cost of an investment is adjusted
for the Company's share of 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 these Unconsolidated Real
Estate Affiliates (Note 4) provide that elements of assets, liabilities and
funding obligations are shared in accordance with the Company's ownership
percentages (50% or 51% depending on the affiliate). Therefore, the Company
generally shares in the profit and losses, cash flows and other matters relating
to its Unconsolidated Real Estate Affiliates in accordance with its respective
ownership percentages. In addition, the differences between the Company's
carrying value of its investment in the Unconsolidated Real Estate Affiliates
and the Company's share of the underlying equity of such Unconsolidated Real
Estate Affiliates (approximately $49,044 and $53,103 at December 31, 2003 and
2002, respectively) are, except for Retained Debt (as described and defined in
Note 4), amortized over lives ranging from five to forty years. Further, any
advances to or loans (see Note 5) from the Unconsolidated Real Estate
Affiliates, (loans equal approximately $8,867 and $102,053 at December 31, 2003
and 2002, respectively) have been included in the Company's investment in
Unconsolidated Real Estate Affiliates.
INCOME TAXES
General Growth elected to be taxed as a real estate investment ("REIT") trust
under sections 856-860 of the Internal Revenue Code of 1986 (the "Code"),
commencing with its taxable year beginning January 1, 1993. To qualify as a
REIT, General Growth must meet a number of organizational and operational
requirements, including requirements to distribute at least 90% of its 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 management's current
intention to adhere to these requirements.
F-16
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
As a REIT, General Growth will generally not be subject to corporate level
Federal income tax on taxable income it distributes currently to its
stockholders. If General Growth fails to qualify as a REIT in any taxable year,
it 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. Accordingly, the consolidated statements of
operations do not reflect a provision for General Growth's income taxes since
its taxable income is included in the taxable income of its stockholders. Even
if the Company qualifies for taxation as a REIT, General Growth may be subject
to certain state and local taxes on its income or property, and to Federal
income and excise taxes on its undistributed taxable income.
Deferred income taxes relate primarily to one of the Company's subsidiaries,
GGMI, and are accounted for using the asset and liability method, which reflect
the impact of the temporary differences between the amounts of assets and
liabilities for financial reporting purposes and the bases of such assets and
liabilities as measured for tax purposes. Deferred income taxes also reflect the
impact of operating loss and tax credit carryforwards based on enacted tax rates
expected to be in effect when such amounts are realized or settled. Deferred tax
assets are reduced by a valuation allowance to the amount where realization is
more likely than not assured after considering all available evidence, including
tax planning strategies and other factors. Temporary differences primarily
related to depreciation (Note 6).
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 of deductibility of elements of
income and deductibility of expense for such purposes.
STOCK OPTIONS
During the second quarter of 2002, the Company elected to adopt the fair value
based employee stock-based compensation expense recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), prospectively. The Company previously applied the
intrinsic value based expense recognition provisions set forth in APB Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). SFAS 123 states
that the adoption of the fair value based method is a change to a preferable
method of accounting. In applying APB 25 in accounting for the 1993 Stock
Incentive Plan, the 1998 Incentive Plan and the Employee Stock Purchase Plan, no
compensation costs had been recognized in 2001. Had compensation costs for the
Company's plans been determined based on the fair value at the grant date for
options granted in 2001 and prior years in accordance with the method required
by SFAS 123, the Company's net income available to common stockholders would
have been nominally reduced but there would have been no effect on reported
basic or diluted earnings per share.
EARNINGS PER SHARE ("EPS")
Basic and diluted per share amounts are based on the weighted average of common
shares and dilutive securities outstanding for the respective periods. The
effect of the issuance of the PIERS is anti-dilutive with respect to the
Company's calculation of diluted earnings per share for the year ended December
31, 2001 and therefore has been excluded. In addition, 21,000, 384,375, and
737,693 options, outstanding for 2003, 2002 and 2001, respectively, were not
included in the computation of diluted earnings per share either because the
exercise price of the options was higher than the average market price of the
Common Stock for the applicable periods and therefore, the effect would be
anti-dilutive or because the conditions which must be satisfied prior to the
issuance of any such shares were not achieved during the applicable periods. The
outstanding Units have been excluded from the diluted earnings per share
calculation as there would be no effect of the EPS amounts since the minority
interests' share of income would also be added back to net income.
The following are the reconciliations of the numerators and denominators of the
basic and diluted EPS:
F-17
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
Years ended December 31,
2003 2002 2001
-------------------------- -------------------------- ---------------
Basic Dilutive Basic Dilutive Basic + Diluted
----------- ----------- ----------- ----------- ---------------
Numerators:
Income from continuing operations $ 259,466 $ 259,466 $ 208,205 $ 208,205 $ 94,282
Dividends on PIERS (preferred stock dividends) (13,030)* - (24,467)* - (24,467)
----------- ----------- ----------- ----------- -----------
Income from continuing operations available to
common stockholders 246,436 259,466 183,738 208,205 69,815
Discontinued operations, net 3,945 3,945 1,053 1,053 1,362
Cumulative effect of accounting change - - - - (3,334)
----------- ----------- ----------- ----------- -----------
Net income available to common stockholders - for basic
and diluted EPS $ 250,381 $ 263,411 $ 184,791 $ 209,258 $ 67,843
=========== =========== =========== =========== ===========
Denominators:
Weighted average common shares
outstanding (in thousands) - for basic EPS 200,875 200,875 186,544 186,544 158,534
Effect of dilutive securities - options (and PIERS
for 2003 and 2002*) - 14,204 - 26,009 186
----------- ----------- ----------- ----------- -----------
Weighted average common shares
outstanding (in thousands) - for diluted EPS 200,875 215,079 186,544 212,553 158,720
=========== =========== =========== =========== ===========
* For the twelve months ended December 31, 2003 and 2002, the effect of the
issuance of the PIERS is dilutive and, therefore, no adjustment of net
income is made as the PIERS dilution is reflected in the denominator of
the diluted EPS calculation.
DISCONTINUED OPERATIONS-MCCRELESS MALL
On March 31, 2003, the Company sold McCreless Mall in San Antonio, Texas for
aggregate consideration of $15,000 (which was paid in cash at closing). The
Company recorded a gain of approximately $4,000 for financial reporting purposes
on the sale of the mall. McCreless Mall was purchased in 1998 as part of a
portfolio of eight shopping centers. Pursuant to SFAS 144, the Company has
reclassified the operations of McCreless Mall (approximately $859, $3,789 and
$4,344 in revenues and $292, $1,361 and $1,866 in net income in the years ended
December 31, 2003, 2002, and 2001, respectively) to discontinued operations in
the accompanying consolidated financial statements and has reflected such
amounts net of minority interests.
December 31, 2002 carrying amounts of property sold:
Land $ 1,000
Buildings, net 8,661
Tenant receivables 681
Deferred expenses 1,020
Cash, prepaid and other assets 123
Accounts payable and accrued expenses (710)
-------
Net $10,775
=======
MINORITY INTEREST
COMMON
Income is allocated to the holders of the Units (the "OP Minority Interests")
based on their ownership percentage of the Operating Partnership. The ownership
percentage is determined by dividing the number of Operating Partnership Units
held by the OP Minority Interests by the total Operating Partnership Units
(excluding Preferred Units) outstanding. The issuance of additional shares of
Common Stock or Operating Partnership Units are capital transactions that change
this percentage as well as the total net assets of the Operating Partnership.
Such capital transactions result in an allocation between stockholders' equity
and OP Minority Interests in the accompanying consolidated balance sheets to
account for the change in the OP Minority Interests ownership percentage as well
as the change in the total net assets of the Operating Partnership. Therefore,
all such capital transactions result in an allocation between stockholders'
equity and OP Minority Interests in the accompanying consolidated balance sheets
to account for the change in the OP Minority Interests' ownership percentage as
well as the change in total net assets of the Operating Partnership. Due to the
number of such capital transactions that occur each period, the Company has
presented a single net effect of all such allocations for the period as the
"Adjustment for Minority Interest" (rather than separately allocating the
minority interest for each individual capital transaction) to arrive at a
presentation of each transaction as net of such a minority interest allocation.
Changes in outstanding Operating Partnership Units (excluding the Preferred
Units) for the three
F-18
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
years ended December 31, 2003, are as follows:
UNITS
----------
December 31, 2000 58,781,115
Exchanges for Common Stock (63,636)
----------
December 31, 2001 58,717,479
Exchanges for Common Stock (48,738)
----------
December 31, 2002 58,668,741
Exchanges for Common Stock (2,956,491)
----------
December 31, 2003 55,712,250
==========
Also included in minority interest-common is approximately $1,898 and $4,939,
respectively, at December 31, 2003 and 2002 of minority interest in consolidated
partnerships in PDC as defined and discussed in Note 3.
PREFERRED
F-19
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
The following is a detailed listing of the components of minority
interest-preferred at December 31, 2003 and 2002.
Per Unit Carrying Amount
Coupon Issuing Number Liquidation ---------------
Security Type Rate Entity of Units Preference 2003 2002
------------- ---- ------ -------- ---------- ---- ----
Perpetual Preferred Units
CPU-(Note 1) 8.25% LLC 20,000 $ 250 $ 5,000 $ 5,000
PDC Series A-JP Realty (Note 3) 8.75% PDC 510,000 25 12,750 12,750
PDC Series C-JP Realty (Note 3) 8.75% PDC 320,000 25 8,000 8,000
RPU-(Note 1) 8.95% LLC 940,000 250 235,000 235,000
PDC Series B-JP Realty (Note 3) 8.95% PDC 3,800,000 25 95,000 95,000
--------- --------
355,750 355,750
Convertible Preferred Units
Series D-Foothills (Note 3) 6.50% GGPLP 532,750 50 26,637 -
Series C-Glendale Galleria (Note 4) 7.00% GGPLP 822,626 50 41,131 41,131
Series B-JP Realty (Note 3) 8.50% GGPLP 1,426,393 50 71,320 71,320
--------- --------
139,088 112,451
Other preferred stock of consolidated
subsidiaries N/A various 373 1,000 373 -
Total Minority Interest-Preferred $ 495,211 $468,201
========= ========
COMPREHENSIVE INCOME
FASB Statement of No. 130, "Reporting Comprehensive Income", requires that the
Company disclose comprehensive income in addition to net income. Comprehensive
income is a more inclusive financial reporting methodology that encompasses net
income and all other changes in equity except those resulting from investments
by and distributions to equity holders.
Included in comprehensive income but not net income are unrealized holding gains
or losses on marketable securities classified as available-for-sale and
unrealized gains or losses on financial instruments designated as cash flow
hedges. Also included in comprehensive loss for 2003 and 2002 is approximately
$308 and $740, respectively, representing the changes in the fair value of plan
assets relating to a frozen pension plan of Victoria Ward assumed by the Company
upon acquisition (Note 3). In addition, one of the Company's unconsolidated
affiliates received common stock of a large publicly-traded real estate company
as part of a 1998 transaction. During 2001, portions of the Company's holdings
of the stock were sold and the prior unrealized losses on such stock sold were
realized. For the year ended December 31, 2002, there were no unrealized losses
as the remaining stock was sold in March 2002 and the remaining cumulative
unrealized losses pertaining to such stock holdings were realized.
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, recoverable amounts of
receivables and deferred taxes, initial valuations and related amortization
periods of deferred costs and intangibles, particularly with respect to property
acquisitions. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain amounts in the 2002 and 2001 consolidated financial statements have been
reclassified to conform to the current year presentation.
F-20
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
NOTE 3 PROPERTY ACQUISITIONS AND DEVELOPMENTS
CONSOLIDATED PROPERTIES
2004
On January 7, 2004, the Company acquired a 50% membership interest in a newly
formed limited liability company ("Burlington LLC") which owns Burlington Town
Center, an enclosed mall in Burlington, Vermont. The aggregate consideration for
the 50% ownership interest in Burlington Town Center was approximately $10,250
(subject to certain prorations and adjustments). Approximately $9,000 was funded
in cash by the Company at closing with the remaining amounts to be funded in
cash in 2004 when certain conditions related to the property are satisfied. In
addition, at closing the Company made a $31,500 mortgage loan to Burlington LLC
to replace the existing mortgage financing which had been collateralized by the
property. The new mortgage loan requires monthly payments of principal and
interest, bears interest at a rate per annum of 5.5% and is scheduled to mature
in January 2009. The Company has an annual preferential return of 10% on its
initial investment and has an option to purchase the remaining 50% interest in
Burlington LLC until in January 2007 at a price computed based on a formula
related to the Company's initial purchase price. Finally, management and leasing
responsibilities for the property were assumed by GGMI effective on the closing
date. Due to substantive participating rights held by the unaffiliated venture
partners, this investment is expected to be accounted for by the Company on the
equity method.
On January 16, 2004, the Company acquired Redlands Mall, an enclosed mall in
Redlands, California. The purchase price paid for Redlands Mall was
approximately $14,250 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from borrowings
under the Company's credit facilities.
On March 5, 2004, the Company acquired Four Seasons Town Centre, an enclosed
mall in Greensboro, North Carolina. The purchase price paid for Four Seasons
Towne Centre Mall was approximately $161,000 (subject to certain prorations and
adjustments). The consideration was paid by the assumption of approximately
$134,000 in existing long-term non-recourse mortgage debt (bearing interest at a
rate per annum of approximately 5.6% and scheduled to mature in November 2013),
approximately $25,100 in 7% preferred units of Operating Partnership interest
and the remaining amounts in cash, primarily from amounts borrowed under the
Company's credit facilities. Immediately following the closing, the Company
prepaid approximately $22 million of such debt using cash on hand.
2003
On April 30, 2003, the Company acquired Peachtree Mall, an enclosed regional
mall located in Columbus, Georgia. The purchase price was approximately $87,600,
which was paid at closing with an interest-only acquisition loan of
approximately $53,000 (bearing interest at a rate per annum of LIBOR plus 85
basis points and maturing in April 2008, assuming all no-cost extension options
are exercised) and the balance from cash on hand and amounts borrowed under the
Company's credit facilities.
On June 11, 2003, the Company acquired Saint Louis Galleria, an enclosed mall in
St. Louis, Missouri. The aggregate consideration paid for Saint Louis Galleria
was approximately $235,000 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and an approximately $176,000 acquisition loan which
initially bore interest at LIBOR plus 105 basis points. In October 2003,
pursuant to the original loan terms, the interest rate spread on the loan was
reset to 165 basis points. The loan requires monthly payments of interest-only
and is scheduled to mature in June 2008 assuming all no-cost extension options
are exercised.
On June 11, 2003, the Company acquired Coronado Center, an enclosed mall in
Albuquerque, New Mexico. The aggregate consideration paid for Coronado Center
was approximately $175,000 (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under the Company's credit
facilities and an approximately $131,000 acquisition loan which initially bore
interest at LIBOR plus 85 basis points. In September 2003,
F-21
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
$30,000 was repaid under the acquisition loan and, pursuant to the original loan
terms, the interest rate spread on the loan was reset to 91 basis points. The
loan requires monthly payments of interest-only and is scheduled to mature in
October 2008 assuming all three no-cost extension options are exercised.
On July 1, 2003, the Company acquired the 49% ownership interest in GGP Ivanhoe
III, Inc. ("GGP Ivanhoe III") which was held by the Company's joint venture
partner (an affiliate of Ivanhoe Cambridge, Inc. of Montreal, Canada
("Ivanhoe")), thereby increasing the Company's ownership interest to 100%. The
aggregate consideration for the 49% ownership interest in Ivanhoe III was
approximately $459,000 (subject to certain prorations and adjustments).
Concurrently with this transaction, a new joint venture, GGP Ivanhoe IV, Inc.,
("GGP Ivanhoe IV") was created between the Company and Ivanhoe to own Eastridge
Mall, which previously had been owned by GGP Ivanhoe III (Note 4). The Company's
ownership interest in GGP Ivanhoe IV is 51% and Ivanhoe's ownership interest is
49%.
On August 27, 2003, the Company acquired Lynnhaven Mall, an enclosed mall in
Virginia Beach, Virginia for approximately $256,500. The consideration (after
certain prorations and adjustments) was paid in the form of cash borrowed under
an existing unsecured credit facility and a $180,000 interest-only acquisition
loan. The acquisition loan currently bears interest at a rate per annum of LIBOR
plus 125 basis points and is scheduled to mature in August 2008, (assuming the
exercise of three one-year, no-cost extension options).
On October 14, 2003, the Company acquired Sikes Senter, an enclosed mall located
in Wichita Falls, Texas. The purchase price was approximately $61,000, which was
paid at closing with an interest-only acquisition loan of approximately $41,500
(bearing interest at a rate per annum of LIBOR plus 70 basis points and
scheduled to mature in November 2008, assuming all no-cost extension options are
exercised) and the balance from cash on hand and amounts borrowed under the
Company's credit facilities.
On October 29, 2003, the Company acquired The Maine Mall, an enclosed mall in
Portland, Maine. The purchase price paid for The Maine Mall was approximately
$270,000 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under the Company's credit facilities and an
approximately $202,500 acquisition loan which initially bears interest at LIBOR
plus 92 basis points. After May 14, 2004, depending upon certain factors, the
interest rate spread per annum could vary from 85 basis points to 198 basis
points. The loan requires monthly payments of interest-only and matures in
October 2008 (assuming the exercise by the Company of all no-cost extension
options).
On October 31, 2003, the Company acquired Glenbrook Square, an enclosed mall in
Fort Wayne, Indiana. The purchase price paid for Glenbrook Square was
approximately $219,000 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and by an approximately $164,250 acquisition loan
which initially bears interest at LIBOR plus 80 basis points. After April 10,
2004, depending upon certain factors, the interest rate spread per annum could
vary from 85 basis points to 185 basis points. The loan requires monthly
payments of interest-only and is scheduled to mature in April 2009 (assuming the
exercise by the Company of all no-cost extension options).
On December 5, 2003, the Company acquired Foothills Mall, four adjacent retail
properties in Foothills, Colorado. The purchase price paid was approximately
$100,500 (subject to certain prorations and adjustments). The consideration was
paid from cash on hand, including borrowings under an existing line of credit,
approximately $45,750 in assumed debt and approximately $26,637 in new 6.5%
preferred units of limited partnership in the Operating Partnership ("Series
D"). The assumed debt requires monthly payments of principal and interest, bears
interest at a weighted average rate per annum of approximately 6.6% and matures
in September 2008.
F-22
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
On December 23, 2003, the Company acquired Chico Mall, an enclosed mall in
Chico, California. The purchase price paid for Chico Mall was approximately
$62,390 (subject to certain prorations and adjustments). The consideration was
paid in the form of cash borrowed under the Company's credit facilities and the
assumption of approximately $30,600 in existing long-term mortgage indebtedness
that currently bears interest at a rate per annum of 7.0%. The loan requires
monthly payments of principal and interest and is scheduled to mature in March
2005.
On December 23, 2003, the Company acquired Rogue Valley Mall, an enclosed mall
in Medford, Oregon. The purchase price paid for Rogue Valley Mall was
approximately $57,495 (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from borrowings
under the Company's credit facilities, and by the assumption of approximately
$28,000 in existing long-term mortgage indebtedness that currently bears
interest at a rate per annum of 7.85%. The loan requires monthly payments of
principal and interest and is scheduled to mature in January 2011.
2002
On May 28, 2002, the Company acquired the stock of Victoria Ward, Limited, a
privately held real estate corporation ("Victoria Ward"). The total acquisition
price was approximately $250,000, including the assumption of approximately
$50,000 of existing debt, substantially all of which was repaid immediately
following the closing. The $250,000 total cash requirement was funded from the
proceeds of the sale of the Company's investment in marketable securities
(related to the GGP MPTC financing (Note 5)) and from available cash and cash
equivalents. The principal Victoria Ward assets include 65 fee simple acres in
Kakaako, central Honolulu, Hawaii, currently improved with, among other uses, an
entertainment, shopping and dining district which includes Ward Entertainment
Center, Ward Warehouse, Ward Village and Village Shops. At acquisition, Victoria
Ward owned in total 17 land parcels each of which was individually ground leased
to tenants and 29 owned buildings containing in the aggregate approximately
878,000 square feet of retail space, as well as approximately 441,000 square
feet of office, commercial and industrial leaseable area. In 2002 and subsequent
years, Victoria Ward has been and will be taxed as a REIT.
On July 10, 2002, the Company acquired JP Realty, Inc. ("JP Realty"), a
publicly-held real estate investment trust, and its operating partnership
subsidiary, Price Development Company, Limited Partnership ("PDC"). The total
acquisition price was approximately $1,100,000 which included the assumption of
approximately $460,000 in existing debt and approximately $116,000 of existing
cumulative preferred operating partnership units in PDC (510,000 PDC Series A
8.75% units redeemable commencing April 23, 2004, 3,800,000 PDC Series B 8.95%
units redeemable commencing July 28, 2004 and 320,000 PDC Series C 8.75% units
redeemable commencing May 1, 2005). Each unit of each series of the cumulative
redeemable preferred units in PDC has a liquidation value of $25 per unit and is
convertible at the option of the preferred unit holder in 2009 (2010 for the PDC
Series C Units) into 0.025 shares of a newly created series of General Growth
preferred stock ($1,000 per share base liquidation preference) with payment and
liquidation rights comparable to such preferred unit. Pursuant to the terms of
the merger agreement, the outstanding shares of JP Realty common stock were
converted into $26.10 per share of cash (approximately $431,470). Holders of
common units of limited partnership interest in PDC were entitled to receive
$26.10 per unit in cash or, at the election of the holder, .522 8.5% Series B
Preferred Units (Note 2) per unit. Based upon the elections of such holders,
1,426,393 Series B Preferred Units were issued and the holders of the remaining
common units of limited partnership interest of PDC received approximately
$23,600 in cash. JP Realty owned or had an interest in 51 properties, including
18 enclosed regional mall centers (two of which were owned through controlling
general partnership interests), 26 anchored community centers (two of which were
owned through controlling general partnership interests), one free-standing
retail property and 6 mixed-use commercial/business properties, containing an
aggregate of over 15,200,000 square feet of GLA in 10 western states. The cash
portion of the acquisition price was funded from the net proceeds of certain new
mortgage loans, a new $350,000 acquisition loan (Note 5), and available cash and
cash equivalents.
F-23
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
On August 5, 2002, the Operating Partnership acquired from GGP/Homart, the
Prince Kuhio Plaza in Hilo, Hawaii for approximately $39,000. Prince Kuhio
Plaza, which contains approximately 504,000 square feet of GLA, was acquired by
the assumption by the Operating Partnership of the allocated share of the GGP
MPTC financing (Note 4) pertaining to Prince Kuhio Plaza (approximately $24,000)
and the payment to GGP/Homart of $7,500 in cash and $7,500 in the form of a
promissory note. Immediately following the acquisition, GGP/Homart issued a
dividend of $15,000 to its two co-investors, paid in the form of $7,500 in cash
to NYSCRF (as defined in Note 4 below) and the $7,500 promissory note to the
Operating Partnership. Upon receipt of the promissory note as a dividend, the
Operating Partnership caused the promissory note to GGP/Homart to be cancelled.
On August 26, 2002, concurrent with the formation of GGP/Teachers (Note 3), the
Company, through GGP/Teachers, acquired Galleria at Tyler in Riverside,
California, Kenwood Towne Centre in Cincinnati, Ohio and Silver City Galleria in
Taunton, Massachusetts from an institutional investor for an aggregate purchase
price of approximately $477,000. Two existing non-recourse loans on Silver City
Galleria, aggregating a total of $75,000 and bearing interest at a rate per
annum of 7.41%, were assumed and three new non-recourse mortgage loans totaling
approximately $337,000 were obtained. The new loans bear interest at a weighted
average rate per annum of LIBOR plus 76 basis points.
On September 13, 2002, the Company acquired Pecanland Mall, an enclosed regional
mall in Monroe, Louisiana, for approximately $72,000. The acquisition was funded
by approximately $22,000 of cash on hand and the assumption of a $50,000
existing non-recourse loan that bore interest at a rate per annum equal to the
sum of 3.0% plus the greater of (i) LIBOR or (ii) 3.5%. The loan was scheduled
to mature in January of 2005 and was refinanced in February 2004. The new
$66,000 non-recourse mortgage loan bears interest at a rate of 4.28% per annum,
requires monthly payments of principal and interest and is scheduled to mature
in March 2010.
On December 4, 2002, the Company acquired Southland Mall, an enclosed regional
mall in Hayward, California. The aggregate consideration paid was approximately
$89,000. The purchase was financed with approximately $24,000 of cash on hand
and a new 5-year (assuming all options to extend are exercised) $65,000 mortgage
loan that bears interest at LIBOR plus 75 basis points. The Company currently
plans to refinance this loan in March 2004 with a new $90,000 long-term,
non-recourse, fixed rate amortizing mortgage loan.
2001
During April 2001, GGP-Tucson Mall, L.L.C., a consolidated subsidiary of the
Operating Partnership ("GGP-Tucson"), agreed to advance $20,000 to an
unaffiliated developer in the form of a secured promissory note (bearing
interest at 8% per annum) collateralized by such developer's ownership interest
in Tucson Mall, a 1.3 million square foot enclosed regional mall in Tucson,
Arizona. The promissory note required installment payments of interest-only and
was due on demand. GGP-Tucson had also entered into an option agreement to
purchase Tucson Mall from such developer and its co-tenants in title to the
property. On August 15, 2001, the promissory note was repaid in conjunction with
GGP-Tucson's completion of its acquisition of Tucson Mall pursuant to the option
agreement. The aggregate consideration paid by GGP-Tucson for Tucson Mall was
approximately $180,000 (subject to prorations and to certain adjustments and
payments to be made by GGP-Tucson). The consideration was paid in the form of
cash borrowed under the Operating Partnership's revolving line of credit and an
approximately $150,000 short-term floating rate acquisition loan which was
scheduled to mature in December 2001 but was refinanced in December 2001 in
conjunction with the GGP MPTC financing (Note 5).
DEVELOPMENTS
The Company has an ongoing program of renovations and expansions at its
properties including the following significant projects (projected expenditure
in excess of $10,000) currently under construction at the following centers:
- Alderwood Mall in Lynnwood (Seattle), Washington (owned by
GGP/Homart II)
F-24
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
- Altamonte Mall in Altamonte Springs (Orlando), Florida (owned
by GGP/Homart II)
- The Woodlands Mall in The Woodlands (Houston), Texas (owned by
GGP/Homart)
- Eastridge Mall in San Jose, California (owned by GGP Ivanhoe
IV)
- Crossroads Center in Saint Cloud, Minnesota
- Ala Moana Center in Honolulu, Hawaii
- River Falls Mall in Clarksville, Indiana
- Grand Teton Mall in Idaho Falls, Idaho
- Kenwood Towne Centre in Cincinnati, Ohio (owned by
GGP/Teachers)
- Newpark Mall in Newark (San Francisco), California (owned by
GGP/Homart)
The above listed projects represent a total projected expenditure (including the
amount of the Unconsolidated Centers at the Company's ownership percentage) of
approximately $370,000.
During 1998, the Company formed the Circle T joint venture to develop a regional
mall in Westlake (Dallas), Texas as further described in Note 4 below. As of
December 31, 2003, the Company had invested approximately $18,311 in the joint
venture. The Company is currently obligated to fund additional pre-development
costs of approximately $539. Total development costs are not finalized or
committed but are anticipated to be funded from a construction loan that is
expected to be obtained. The retail site, part of a planned community which is
expected to contain a resort hotel, a golf course, luxury homes and corporate
offices, is currently planned to contain up to 1.3 million square feet of tenant
space including up to nine anchor stores, an ice rink and a multi-screen
theater. The construction project is currently anticipated to be completed in
2006.
On June 23, 2002, the Company commenced construction of the Jordan Creek Town
Center on a 200 acre site in West Des Moines, Iowa. As of December 31, 2003, the
Company had invested approximately $80,012 in the project, including land costs.
Total development costs are estimated to be approximately $200,000 and are
anticipated to be funded from operating cash flow, current unsecured revolving
credit facilities and/or a future project loan. At completion, currently
scheduled for August 2004, the regional mall is planned to contain up to two
million square feet of tenant space with up to three anchor stores, a hotel and
an amphitheater.
The Company also owns and/or is investigating certain other potential
development sites (representing a net investment of approximately $34,005),
including sites in Toledo, Ohio and South Sacramento, California but there can
be no assurance that development of these sites will proceed.
NOTE 4 INVESTMENTS IN UNCONSOLIDATED AFFILIATES
GGP/HOMART
The Company owns 50% of the common stock of GGP/Homart with the remaining
ownership interest held by the New York State Common Retirement Fund ("NYSCRF").
GGP/Homart has elected to be taxed as a REIT. NYSCRF has an exchange right under
the GGP/Homart Stockholders' Agreement, which permits it to convert its
ownership interest in GGP/Homart to shares of Common Stock of General Growth. If
such exchange right is exercised, the Company may alternatively satisfy such
exchange in cash.
During 2002, as further described in Note 3, GGP/Homart sold its interest in
Prince Kuhio Plaza to the Company for approximately $39,000. In addition,
GGP/Homart acquired on December 19, 2002, for a purchase price of approximately
$50,000, the 50% interest that it did not own in The Woodlands Mall in Houston,
Texas. An additional $50,000 mortgage loan bearing interest at a rate per annum
of LIBOR plus 250 basis points was placed at the property on December 31, 2002
which is scheduled to mature in December 2006.
GGP/HOMART II
In November 1999, the Company, together with NYSCRF, the Company's co-investor
in GGP/Homart, formed GGP/Homart II, a limited liability company which is owned
equally by the Company and NYSCRF. According to the membership agreement between
the venture partners, the Company and its joint venture partner share in the
profits and losses, cash flows
F-25
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
and other matters relating to GGP/Homart II in accordance with their respective
ownership percentages.
At the time of its formation, GGP/Homart II owned 100% interests in Stonebriar
Centre in Frisco (Dallas), Texas, Altamonte Mall in Altamonte Springs (Orlando),
Florida, Natick Mall in Natick (Boston), Massachusetts, and Northbrook Court in
Northbrook (Chicago), Illinois which were contributed by the Company, and 100%
interests in Alderwood Mall in Lynnwood (Seattle), Washington, Carolina Place in
Charlotte, North Carolina and Montclair Plaza in Los Angeles, California which
were contributed by NYSCRF. Certain of these seven malls were contributed
subject to existing financing ("Retained Debt") in order to balance the net
equity values of the malls contributed by each of the venture partners. Such
contribution arrangements between the Company and NYSCRF have the effect of the
Company having an additional contingent obligation to fund all amounts related
to such debt including any shortfalls GGP/Homart II may incur if the
non-recourse debt (approximately $164,000 at December 31, 2003) related to
Natick Mall is not funded by proceeds from any subsequent sales or refinancing
of Natick Mall.
Subsequent to its formation, GGP/Homart II made three additional acquisitions.
Specifically, during March 2001, GGP/Homart II acquired a 100% ownership
interest in Willowbrook Mall in Houston, Texas for a purchase price of
approximately $145,000. GGP/Homart II financed the Willowbrook acquisition with
a new $102,000 10-year mortgage loan bearing interest at 6.93% per annum and
approximately $43,000 in financing proceeds from a new mortgage loan
collateralized by Stonebriar Centre. Glendale Galleria was acquired by
GGP/Homart II on November 27, 2002, for approximately $415,000. A portion of the
purchase price was paid by the Operating Partnership's issuance of 822,626
convertible preferred Operating Partnership units ("Series C") having a base
liquidation preference of approximately $41,000 (Note 2). In addition, on
December 30, 2002, GGP/Homart II acquired First Colony Mall, an enclosed
regional mall in Sugar Land, Texas for approximately $105,000. The acquisition
was funded by cash on hand and a new $67,000 mortgage loan bearing interest at a
rate per annum of LIBOR plus 80 basis points with a scheduled maturity of
January 2006.
GGP/TEACHERS
On August 26, 2002, the Company formed GGP/Teachers, a new limited liability
company owned 50% by the Company and 50% by Teachers' Retirement System of the
State of Illinois ("Illinois Teachers"). Upon formation of GGP/Teachers,
Clackamas Town Center in Portland, Oregon, which was 100% owned by Illinois
Teachers, was contributed to GGP/Teachers. In addition, concurrent with its
formation, GGP/Teachers acquired Galleria at Tyler in Riverside, California,
Kenwood Towne Centre in Cincinnati, Ohio, and Silver City Galleria in Taunton,
Massachusetts, as described in Note 3. The Company's share (approximately
$112,000) of the equity of GGP/Teachers was funded by a portion of new unsecured
loans that total $150,000 (see note 5) and bear interest at LIBOR plus 100 basis
points. According to the operating agreement between the venture partners, the
Company and Illinois Teachers generally share in the profits and losses, cash
flows and other matters relating to GGP/Teachers in accordance with their
respective 50% ownership percentages. Also pursuant to the operating agreement,
and in exchange for a reduced initial cash contribution by the Company, certain
debt (approximately $19,389 at December 31, 2003) related to the properties was
deemed to be Retained Debt and therefore, solely attributable to the Company.
The Company would be obligated to fund all amounts related to such debt
including any shortfalls of any subsequent sale or refinancing proceeds of the
properties against their respective loan balances to the extent of such Retained
Debt.
In addition, on December 19, 2002, Florence Mall in Florence, Kentucky was
acquired by GGP/Teachers for a purchase price of approximately $97,000 including
a new, two-year $60,000 mortgage loan that bears interest at a rate per annum of
LIBOR plus 89 basis points and matures in January 2008 (assuming an exercise of
both no-cost extension options).
GGP IVANHOE III
On July 1, 2003, the Operating Partnership acquired the 49% common stock
ownership interest
F-26
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
in GGP Ivanhoe III which was held by the Company's joint venture partner
(Ivanhoe Cambridge, Inc. of Montreal, Canada ("Ivanhoe")), thereby increasing
the Company's ownership interest to a full 100%. Following the completion of the
transaction described below, GGP Ivanhoe III holds a 100% ownership in 7
enclosed regional malls.
The aggregate consideration for the 49% ownership interest in GGP Ivanhoe III
was approximately $459,000 (subject to certain prorations and adjustments).
Approximately $268,000 of existing mortgage debt was assumed in connection with
this acquisition with the balance of the aggregate consideration, or
approximately $191,000, being funded from proceeds from the refinancing of
existing long-term debt and new mortgage loans on previously unencumbered
properties.
GGP IVANHOE IV
Concurrently with the July 1, 2003 GGP Ivanhoe III transaction described above,
a new joint venture, GGP Ivanhoe IV was created between the Operating
Partnership and Ivanhoe to own Eastridge Mall, which previously had been owned
by GGP Ivanhoe III. No gain or loss was recognized on the transfer of Eastridge
Mall by GGP Ivanhoe III. The Company and Ivanhoe share in the profits and
losses, cash flows and other matters relating to GGP Ivanhoe IV in accordance
with their respective common stock ownership percentages (51% and 49%,
respectively) except that certain major operating and capital decisions (as
defined in the stockholders' agreement) requires the approval of both
stockholders. Accordingly, the Company is accounting for GGP Ivanhoe IV using
the equity method. GGP Ivanhoe IV will elect to be taxed as a REIT.
Additionally, the stockholders' agreement provides that during certain periods
in 2006 or certain periods in 2009, Ivanhoe shall have the right to require the
Company to purchase all of the GGP Ivanhoe IV common stock held by Ivanhoe for a
purchase price equal to the value of such GGP Ivanhoe IV common stock. The
Company can satisfy this obligation in any combination of cash or Common Stock.
Also in exchange for a reduced cash portion of the total purchase price paid by
the Company in connection with the acquisition of Ivanhoe's interest in GGP
Ivanhoe III, certain debt related to the property (approximately $39,284 at
December 31, 2003) was deemed to be Retained Debt, and therefore, solely
attributable to the Company. Following the acquisition of Ivanhoe's interest in
GGP Ivanhoe III, the Company is obligated to fund all amounts related to such
Retained Debt including any shortfalls of any subsequent sale or refinancing
proceeds of the property against the respective loan balance to the extent of
such Retained Debt.
GGP IVANHOE
GGP Ivanhoe owns The Oaks Mall in Gainesville, Florida and Westroads Mall in
Omaha, Nebraska. The Company contributed approximately $43,700 for its 51%
common stock ownership interest in GGP Ivanhoe and Ivanhoe owns the remaining
49% ownership interest. Other than the absence of a right of Ivanhoe to require
the Company to purchase the GGP Ivanhoe common stock held by Ivanhoe, the terms
of the stockholders' agreement are generally similar to those of GGP Ivanhoe IV
and GGP Ivanhoe has elected to be taxed as a REIT. As certain major decisions
concerning GGP Ivanhoe must be made jointly by the Company and Ivanhoe, the
Company is accounting for GGP Ivanhoe using the equity method.
TOWN EAST/ QUAIL SPRINGS
The Company owns a 50% general partnership interest in Town East Mall, located
in Mesquite, Texas and a 50% general partnership interest in Quail Springs Mall
in Oklahoma City, Oklahoma. The Company shares in the profits and losses, cash
flows and other matters relating to Town East and Quail Springs in accordance
with its respective ownership percentages.
On March 1, 2004 the Company acquired the remaining 50% general partnership
interest in Town East from its unaffiliated joint venture partner. The purchase
price for the 50% ownership interest was approximately $44,500, which was paid
in cash from cash on hand, including proceeds from borrowings under the
Company's credit facilities.
CIRCLE T
At December 31, 2003, the Company, through a wholly-owned subsidiary, owns a 50%
general
F-27
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
partnership interest in Westlake Retail Associates, Ltd. ("Circle T"). AIL
Investment, LP, an affiliate of Hillwood Development Company ("Hillwood"), is
the limited partner of Circle T. Circle T is currently developing the Circle T
Ranch Mall, a regional mall in Dallas, Texas, scheduled for completion in 2006.
Development costs are expected to be funded by a construction loan to be
obtained by the joint venture and capital contributions by the joint venture
partners. As of December 31, 2003, the Company has made contributions of
approximately $18,311 to the project for pre-development costs (and is currently
obligated to fund approximately $539 of additional specified pre-development
costs) and Hillwood has contributed approximately $11,200, mostly in the form of
land costs and related pre-development costs.
F-28
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
SUMMARIZED FINANCIAL INFORMATION OF INVESTMENTS IN UNCONSOLIDATED REAL ESTATE
AFFILIATES
Following is summarized financial information for the Company's Unconsolidated
Real Estate Affiliates as of December 31, 2003 and 2002 and for the years ended
December 31, 2003, 2002 and 2001.
COMBINED BALANCE SHEETS
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
Assets
Land $ 532,036 $ 558,747
Buildings and equipment 4,698,197 5,342,201
Less accumulated depreciation (600,431) (542,075)
Developments in progress (*) 100,197 59,212
----------- -----------
Net property and equipment 4,729,999 5,418,085
Investment in unconsolidated joint ventures 11,876 1,289
----------- -----------
Net investment in real estate 4,741,875 5,419,374
Cash and cash equivalents 107,214 225,427
Marketable securities - 523
Tenant accounts receivable, net 82,091 90,342
Deferred expenses, net 120,159 127,862
Prepaid expenses and other assets 99,042 99,307
----------- -----------
Total assets $ 5,150,381 $ 5,962,835
=========== ===========
Liabilities and Owners' Equity
Mortgage notes and other debt payable $ 3,542,173 $ 4,074,025
Accounts payable and accrued expenses 232,120 289,375
Minority Interest 117 117
----------- -----------
3,774,410 4,363,517
Owners' Equity 1,375,971 1,599,318
----------- -----------
Total liabilities and owners' equity $ 5,150,381 $ 5,962,835
=========== ===========
(*) At December 31, 2003 and 2002, amounts reflected as development in progress
include approximately $29,481 and $28,563, respectively, of assets of the Circle
T joint venture.
COMPANY INVESTMENT IN UNCONSOLIDATED REAL ESTATE AFFILIATES
2003 2002
----------- -----------
Owners' equity $ 1,375,971 $ 1,599,318
Less joint venture partners' equity (794,402) (885,902)
Loans and other, net 49,044 53,103
----------- -----------
Company investment in and loans from
Unconsolidated Real Estate Affiliates $ 630,613 $ 766,519
=========== ===========
F-29
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
COMBINED STATEMENTS OF OPERATIONS
TWELVE MONTHS ENDED
DECEMBER 31,
2003 2002 2001
--------- --------- ---------
Revenues:
Minimum rents $ 558,322 $ 484,507 $ 434,888
Tenant recoveries 272,536 236,700 213,349
Overage rents 16,290 16,801 15,708
Other 15,123 13,001 9,822
--------- --------- ---------
Total revenues 862,271 751,009 673,767
Expenses:
Real estate taxes 78,449 65,904 59,622
Repairs and maintenance 64,865 56,340 53,652
Marketing 27,504 25,294 22,018
Other property operating costs 117,056 98,771 81,897
Provision for doubtful accounts 3,197 3,433 3,738
Property management and other costs 48,807 40,818 37,085
General and administrative 2,099 536 5,269
Depreciation and amortization 158,480 136,713 121,910
--------- --------- ---------
Total expenses 500,467 427,809 385,191
Operating income 361,814 323,200 288,576
Interest income 5,757 14,976 8,651
Interest expense (174,862) (161,339) (176,872)
Equity in income of unconsolidated joint ventures 4,640 4,938 1,740
Cumulative effect of accounting change - - (704)
--------- --------- ---------
Net Income $ 197,349 $ 181,775 $ 121,391
========= ========= =========
COMPANY EQUITY IN EARNINGS OF UNCONSOLIDATED REAL ESTATE AFFILIATES
2003 2002 2001
--------- --------- ---------
Total net income of
Unconsolidated Real Estate Affiliates $ 197,349 $ 181,775 $ 121,391
Cumulative effect of accounting change - - 704
Joint venture partners' share of earnings of
Unconsolidated Real Estate Affiliates (98,226) (90,449) (63,630)
Amortization of capital or basis differences (3,263) (4,717) 1,730
Elimination of Unconsolidated Real Estate
Affiliate loan interest (1,380) (5,784) -
Company equity in earnings in
--------- --------- ---------
Unconsolidated Real Estate Affiliates $ 94,480 $ 80,825 $ 60,195
========= ========= =========
F-30
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
In addition, the following is summarized financial information for certain
individually significant Unconsolidated Real Estate Affiliates as of December
31, 2002 and 2001 and for the years ended December 31, 2003, 2002 and 2001.
GGP/HOMART AND GGP/HOMART II BALANCE SHEETS
GGP/HOMART GGP/HOMART II
DECEMBER 31, DECEMBER 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Assets
Land $ 146,908 $ 146,947 $ 214,740 $ 187,597
Buildings and equipment 1,691,508 1,630,028 1,863,028 1,801,918
Less accumulated depreciation (329,099) (272,567) (151,662) (100,365)
Developments in progress (*) 15,905 8,784 40,261 21,758
----------- ----------- ----------- -----------
Net property and equipment 1,525,222 1,513,192 1,966,367 1,910,908
Investment in unconsolidated joint ventures 11,876 1,289 - -
----------- ----------- ----------- -----------
Net investment in real estate 1,537,098 1,514,481 1,966,367 1,910,908
Cash and cash equivalents 74,162 82,975 5,999 102,203
Marketable securities - 294 - 229
Tenant accounts receivable, net 37,352 36,867 28,242 25,395
Deferred expenses, net 45,426 47,019 59,661 55,892
Prepaid expenses and other assets 50,516 26,092 39,662 36,443
----------- ----------- ----------- -----------
Total assets $ 1,744,554 $ 1,707,728 $ 2,099,931 $ 2,131,070
=========== =========== =========== ===========
Liabilities and Owners' Equity
Mortgage notes and other debt payable $ 1,462,193 $ 1,323,040 $ 1,317,607 $ 1,469,137
Accounts payable and accrued expenses 66,736 80,497 76,290 81,736
Minority Interest - - 117 117
----------- ----------- ----------- -----------
1,528,929 1,403,537 1,394,014 1,550,990
Owners' Equity 215,625 304,191 705,917 580,080
----------- ----------- ----------- -----------
Total liabilities and owners' equity $ 1,744,554 $ 1,707,728 $ 2,099,931 $ 2,131,070
=========== =========== =========== ===========
F-31
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
GGP/HOMART AND GGP/HOMART II INCOME STATEMENTS
GGP/HOMART GGP/HOMART II
TWELVE MONTHS ENDED DECEMBER, 31 TWELVE MONTHS ENDED DECEMBER, 31
2003 2002 2001 2003 2002 2001
--------- --------- --------- --------- --------- ---------
Revenues:
Minimum rents $ 208,662 $ 189,839 $ 185,640 $ 177,041 $ 136,373 $ 125,303
Tenant recoveries 91,475 81,536 81,612 85,194 65,837 57,721
Overage rents 6,240 6,367 7,216 6,250 4,095 2,998
Other 6,272 7,358 5,534 5,727 2,745 1,983
--------- --------- --------- --------- --------- ---------
Total revenues 312,649 285,100 280,002 274,212 209,050 188,005
Expenses:
Real estate taxes 26,852 24,145 21,446 24,493 19,068 16,943
Repairs and maintenance 25,482 22,235 22,738 18,455 13,506 13,259
Marketing 9,576 9,410 8,958 9,271 6,901 5,705
Other property operating costs 41,327 38,324 34,254 34,386 23,153 18,763
Provision for doubtful accounts 1,040 1,602 1,810 1,733 578 1,051
Property management and other costs 18,846 17,067 16,470 15,892 11,357 10,663
General and administrative 755 212 2,676 577 63 1,658
Depreciation and amortization 62,485 54,671 53,096 53,243 39,396 35,775
--------- --------- --------- --------- --------- ---------
Total expenses 186,363 167,666 161,448 158,050 114,022 103,817
Operating income 126,286 117,434 118,554 116,162 95,028 84,188
Interest income 1,185 3,554 3,002 4,188 11,074 4,751
Interest expense (74,813) (65,978) (73,530) (60,491) (49,657) (48,154)
Equity in income of unconsolidated joint ventures 4,640 4,938 1,740 - - -
Cumulative effect of accounting change - - (3,441) - - (1,534)
--------- --------- --------- --------- --------- ---------
Net Income $ 57,298 $ 59,948 $ 46,325 $ 59,859 $ 56,445 $ 39,251
========= ========= ========= ========= ========= =========
Significant accounting policies used by the Unconsolidated Real Estate
Affiliates are the same as those used by the Company.
NOTE 5 MORTGAGE NOTES AND OTHER DEBT PAYABLE
Mortgage notes and other debt payable have various maturities through 2095
(weighted average scheduled remaining term equal to 5.1 years at December 31,
2003 - see Note 12) and consisted of the following:
DECEMBER 31, 2003 DECEMBER 31, 2002
Fixed-Rate debt:
Mortgage notes and other debt payable $4,052,244 $2,523,701
Variable-Rate debt:
Mortgage notes payable 1,672,496 1,472,310
Credit Facilities and bank loans 924,750 596,300
---------- ----------
Total Variable-Rate debt 2,597,246 2,068,610
---------- ----------
Total $6,649,490 $4,592,311
========== ==========
Land, buildings and equipment related to the mortgage notes payable with an
aggregate cost of approximately $9,467,917 at December 31, 2003 have been
pledged as collateral. Certain properties, including those within the portfolios
collateralized by commercial mortgage-
F-32
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
backed securities, are subject to
financial performance covenants, primarily debt service coverage ratios.
FIXED RATE DEBT
MORTGAGE NOTES AND OTHER DEBT PAYABLE
Mortgage notes and other debt payable consist primarily of fixed rate
non-recourse notes collateralized by individual or groups of properties or
equipment. Also included in mortgage notes and other debt payable as of December
31, 2003 are $100,000 of ten-year senior unsecured notes, bearing interest at a
fixed rate of 7.29% per annum, which were issued by PDC in March 1998 and were
assumed by the Company in conjunction with the acquisition of JP Realty (Note
2). Interest payments on these notes are due semi-annually on March 11 and
September 11 of each year and principal payments of $25,000 are due annually
beginning March 2005. The fixed rate notes bear interest ranging from 1.81% to
10.00% per annum (weighted average of 6.42% per annum), and require monthly
payments of principal and/or interest. Certain properties are pledged as
collateral for the related mortgage notes. Substantially all of the mortgage
notes payable as of December 31, 2003 are non-recourse to the Company. Certain
mortgage notes payable may be prepaid but are generally subject to prepayment
penalty of a yield-maintenance premium or a percentage of the loan balance.
Certain loans have cross-default provisions and are cross-collateralized as part
of a group of properties. Under certain cross-default provisions, a default
under any mortgage notes included in a cross-defaulted package may constitute a
default under all such mortgage notes and may lead to acceleration of the
indebtedness due on each property within the collateral package. In general, the
cross-defaulted properties are under common ownership. However, GGP Ivanhoe debt
collateralized by two GGP Ivanhoe centers (totaling $125,000) is cross-defaulted
and cross-collateralized with debt collateralized (totaling $435,000) by 11
Consolidated Centers.
VARIABLE RATE DEBT
MORTGAGE NOTES AND OTHER DEBT PAYABLE
Variable rate mortgage notes and other debt payable at December 31, 2003
consisted primarily of approximately $495,746 of collateralized mortgage-backed
securities, approximately $1,176,750 of mortgage notes collateralized by
individual properties and $924,750 of unsecured debt of which $789,000 is
outstanding under the Company's 2003 Credit Facility as described below.
Approximately $500,000 of the variable rate debt is currently subject to fixed
rate swap agreements as described below. The loans bear interest at a rate per
annum equal to LIBOR plus 60 to 250 basis points.
COMMERCIAL MORTGAGE-BACKED SECURITIES
In August 1999, the Company issued $500,000 of commercial mortgage-backed
securities (the "Ala Moana CMBS") collateralized by the Ala Moana Center. The
securities were comprised of notes which bore interest at rates per annum
ranging from LIBOR plus 50 basis points to LIBOR plus 275 basis points (weighted
average equal to LIBOR plus 95 basis points), calculated and payable monthly.
The notes were repaid in December 2001 with a portion of the proceeds of the GGP
MPTC financing described below. In conjunction with the issuance of the Ala
Moana CMBS, the Company arranged for an interest rate cap agreement, the effect
of which was to limit the maximum interest rate the Company would be required to
pay on the securities to 9% per annum.
In September 1999, the Company issued $700,229 of commercial mortgage-backed
securities (the "GGP-Ivanhoe CMBS") cross-collateralized and cross-defaulted by
a portfolio of nine regional malls and an office complex adjacent to one of the
regional malls (four regional malls and the office complex owned by GGP Ivanhoe
III and five regional malls 100% owned by the Company). The GGP-Ivanhoe CMBS was
comprised of notes which bore interest at rates per annum ranging from LIBOR
plus 52 basis points to LIBOR plus 325 basis points (weighted average equal to
LIBOR plus approximately 109 basis points), calculated and payable monthly. The
notes were repaid in December 2001 with a portion of the proceeds of the GGP
MPTC financing described below. In conjunction with the issuance of the
GGP-Ivanhoe CMBS, the Company arranged for an interest rate cap agreement, the
effect of which
F-33
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
was to limit the maximum interest rate the Company would be required to pay on
the securities to 9.03% per annum.
In early December 2001, the Operating Partnership and certain Unconsolidated
Real Estate Affiliates completed the placement of $2,550,000 of non-recourse
commercial mortgage pass-through certificates (the "GGP MPTC"). The GGP MPTC was
initially collateralized by 27 malls and one office building, including 19 malls
owned by certain Unconsolidated Real Estate Affiliates. At December 31, 2003,
the GGP MPTC has a current outstanding balance of approximately $1,600,000
($734,304 by Unconsolidated Real Estate Affiliates) and is collateralized by 17
malls and one office building, including 10 malls owned by Unconsolidated Real
Estate Affiliates.
The GGP MPTC is comprised of both variable rate and fixed rate notes which
require monthly payments of principal and interest. The certificates represent
beneficial interests in three loan groups made by three sets of borrowers
(GGP/Homart-GGP/Homart II, GGPLP and GGP Ivanhoe III). The original principal
amount of the GGP MPTC was comprised of $1,235,000 attributed to the Operating
Partnership, $900,000 to GGP/Homart and GGP/Homart II and $415,000 to GGP
Ivanhoe III. The three loan groups are comprised of variable rate notes with a
36 month initial maturity (with two no cost 12-month extension options),
variable rate notes with a 51 month initial maturity (with two no cost 18-month
extension options) and fixed rate notes with a 5 year maturity. The 36 month
variable rate notes bear interest at rates per annum ranging from LIBOR plus 60
to 235 basis points (weighted average equal to 79 basis points), the 51 month
variable rate notes bear interest at rates per annum ranging from LIBOR plus 70
to 250 basis points (weighted average equal to 103 basis points) and the 5 year
fixed rate notes bear interest at rates per annum ranging from approximately
5.01% to 6.18% (weighted average equal to 5.38%). The extension options with
respect to the variable rate notes are subject to obtaining extensions of the
interest rate protection agreements which were required to be obtained in
conjunction with the GGP MPTC. The GGP MPTC yielded approximately $470,000
(including amounts attributed to the Unconsolidated Real Estate Affiliates)
which were utilized for loan repayments on other properties and temporary
investments in cash equivalents and marketable securities. On closing of the GGP
MPTC financing, approximately $94,996 of such proceeds attributable to
GGP/Homart and GGP/Homart II were loaned to the Operating Partnership. The
$16,596 loan by GGP/Homart was repaid by the Operating Partnership in October
2002. The $78,400 loan by GGP/Homart II currently bears interest at a rate per
annum of LIBOR plus 135 basis points on the remaining outstanding balance
(approximately $8,867 at December 31, 2003). Although the loan is currently
scheduled to mature on March 31, 2005 (Note 4), the Operating Partnership
currently expects to repay this loan in full by the end of 2004.
Concurrent with the issuance of the certificates, the Company purchased interest
rate protection agreements (structured to limit the Company's exposure to
interest rate fluctuations), and simultaneously an equal amount of interest rate
protection agreements were sold to fully offset the effect of these agreements
and to recoup a substantial portion of the cost of such agreements. Further, to
achieve a more desirable balance between fixed and variable rate debt, the
Company initially entered into certain swap agreements (notational amount equal
to $666,933). Approximately $575,000 of such swap agreements were with
independent financial services firms. The notional amounts of such swap
agreements decline over time to an aggregate of $25,000 at maturity of the 51
month variable rate loans (assuming both 18 month no-cost extension options are
exercised). These swap agreements convert the related variable rate debt to
fixed rate debt currently bearing interest at a weighted average rate of 4.47%
per annum. Such swap agreements have been designated as cash flow hedges and
hedge the Company's exposure to forecasted interest payments on the related
variable rate debt. The remaining approximately $91,933 of such swap agreements
were with GGP Ivanhoe III to provide Ivanhoe with only variable rate debt. As of
July 1, 2003, in conjunction with the acquisition of the remaining 49% of GGP
Ivanhoe III, the swap agreements between the Company and GGP Ivanhoe III were
cancelled (Note 4).
CREDIT FACILITIES
F-34
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
As of July 31, 2000, the Company obtained an unsecured revolving credit facility
(the "Revolver") in a maximum aggregate principal amount of $135,000
(cumulatively increased to $185,000 through December 2001). The outstanding
balance of the Revolver was fully repaid from a portion of the proceeds of the
GGP MPTC financing described above and the Revolver was terminated. The Revolver
bore interest at a floating rate per annum equal to LIBOR plus 100 to 190 basis
points, depending on the Company's average leverage ratio. The Revolver was
subject to financial performance covenants including debt to value and net worth
ratios, earnings ratios and minimum equity values.
In January 2001, GGMI borrowed $37,500 under a new revolving line of credit
obtained by GGMI and an affiliate, which was guaranteed by General Growth and
the Operating Partnership. This revolving line of credit was scheduled to mature
in July 2003 but was fully repaid in December 2001 from a portion of the
proceeds of the GGP MPTC financing described above and the line of credit was
terminated. The interest rate per annum with respect to any borrowings varied
from LIBOR plus 100 to 190 basis points depending on the Company's average
leverage ratio.
In conjunction with the 2002 acquisition of JP Realty, an existing $200,000
unsecured credit facility (the "PDC Credit Facility") with a balance of
approximately $120,000 was assumed. At December 31, 2002, approximately $130,000
was outstanding on the PDC Credit Facility, all of which was repaid in 2003
primarily from the proceeds from a new credit facility obtained in April 2003
described below. The PDC Credit Facility had a scheduled maturity of July 2003
and bore interest at the option of the Company at (i) the higher of the federal
funds rate plus 50 basis points or the prime rate of Bank One, NA, or (ii) LIBOR
plus a spread of 85 to 145 basis points as determined by PDC's credit rating.
In April 2003, the Company reached an agreement with a group of banks to
establish a new revolving credit facility and term loan (the "2003 Credit
Facility") with initial borrowing availability of approximately $779,000 (which
was subsequently increased to approximately $1,250,000). At closing,
approximately $619,000 was borrowed under the 2003 Credit Facility, which has a
term of three years and provides for partial amortization of the principal
balance in the second and third years (currently approximately $28,293 in 2004
and $36,101 in 2005). The proceeds were used to repay and consolidate existing
financing including amounts due on the PDC Credit Facility (which was terminated
upon repayment), the Term Loan and the JP Realty acquisition loan. The amount
outstanding on the 2003 Credit Facility at December 31, 2003 was approximately
$789,000. Amounts borrowed under the 2003 Credit Facility bear interest at a
rate per annum of LIBOR plus 100 to 175 basis points depending upon the
Company's leverage ratio. As of December 31, 2003, the applicable weighted
average interest rate was 2.5%.
INTERIM FINANCING
As of July 31, 2000, the Company obtained an unsecured term loan (the "Term
Loan") in a maximum principal amount of $100,000. As of September 30, 2001, the
maximum principal amount of the Term Loan was increased to $255,000 and, as of
such date, all amounts available under the Term Loan were fully drawn. Term Loan
proceeds were used to fund ongoing redevelopment projects and repay a portion of
the remaining balance of the bank loan described in the prior paragraph
immediately above. During the fourth quarter of 2001, approximately $48,000 of
the principal amount of the Term Loan was repaid from a portion of the 2001
Offering. The Term Loan, which was repaid in April 2003 by the 2003 Credit
Facility, bore interest at a rate per annum of LIBOR plus 100 to 170 basis
points depending on the Company's average leverage ratio.
In July 2002, in conjunction with the JP Realty acquisition, the Company
obtained a new $350,000 loan from a group of banks. The loan, with an
outstanding principal balance of $275,000 at December 31, 2002, bore interest at
a rate (as elected by the borrower) per annum equal to LIBOR plus 150 basis
points and was scheduled to mature on July 9, 2003. The loan was refinanced in
April 2003 by the 2003 Credit Facility.
F-35
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
During August 2002, the Company, through Victoria Ward, arranged for an
aggregate of $150,000 in loans from two separate groups of banks. On August 23,
2002, the Company borrowed an initial $80,000 and, on September 19, 2002, the
Company borrowed an additional $70,000. The two-year loans provide for quarterly
partial amortization of principal, bear interest at a rate per annum of LIBOR
plus 100 basis points, and require the remaining balance to be paid at maturity
(unless extended, under certain conditions, for an additional nine months).
During June 2003, the Company obtained two new acquisition loans totaling
approximately $307,000 for the purchases of Saint Louis Galleria and Coronado
Center as described in Note 3. The $176,000 loan collateralized by Saint Louis
Galleria currently bears interest at a rate per annum of LIBOR plus 165 basis
points and the loan collateralized by Coronado Center (approximately $101,000 as
of the date of this report) currently bears interest at a rate per annum of
LIBOR plus 91 basis points. Both loans require monthly payments of interest-only
and are scheduled to mature in five years assuming the exercise by the Company
of three one-year, no-cost extension options on each of the loans.
In addition and as described in Note 3, the Company also obtained in 2003 four
new acquisition loans totaling approximately $588,250 for the purchases of
Lynnhaven Mall, Sikes Senter, The Maine Mall and Glenbrook Square. The loans
initially bear interest at LIBOR plus a range of 70 to 125 basis points and
generally mature in five years assuming the exercise by the Company of all
no-cost extension options.
CONSTRUCTION LOAN
In connection with the acquisition of JP Realty, the Company assumed a $47,340
construction loan of Spokane Mall Development Company Limited Partnership, and a
$50,000 construction loan of Provo Mall Development Company, Ltd., in both of
which PDC is the general partner. The loans, which bore interest at a rate per
annum of LIBOR plus 150 basis points, were scheduled to mature in July 2003 but
were replaced in January 2003 with a new long-term non-recourse mortgage loan.
The new loan, allocated $53,000 to the Provo Mall and $42,000 to the Spokane
Mall, is collateralized by the two malls, bears interest at a rate per annum of
4.42% and matures in February 2008.
LETTERS OF CREDIT
As of December 31, 2003 and 2002, the Company had outstanding letters of credit
of $11,830 and $12,104, respectively, primarily in connection with special real
estate assessments and insurance requirements.
NOTE 6 INCOME TAXES
INCOME TAXES
GGMI, one of the Company's subsidiaries, is a taxable corporation and
accordingly, Federal and state income taxes on its net taxable income are
payable by GGMI. For the years ended December 31, 2003, 2002 and 2001, the
Company's Federal income tax expense was zero as a result of prior (and current
year losses in 2001) net operating losses incurred by GGMI. State and local
income and other taxes have not been and are not expected to be significant.
GGMI has recognized a benefit provided for income taxes in the amount of $810,
$2,696 and $0 for 2003, 2002 and 2001, respectively. A net deferred tax asset,
net of valuation allowance, is included in other liabilities at December 31,
2003 and 2002 and is summarized as follows:
2003 2002
------- -------
Deferred tax asset $13,276 $14,086
Less valuation allowance 8,143 8,953
------- -------
Net deferred tax asset $ 5,133 $ 5,133
======= =======
The net deferred tax asset is primarily comprised of net operating loss
carryforwards which are currently scheduled to expire in subsequent years
through 2021. At December 31, 2003, the Company concluded that it was more
likely than not that this net deferred tax asset will be
F-36
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
realized in future periods.
Distributions paid on the Company's common and preferred stock and their tax
status are presented in the following tables. The tax status of the Company's
distributions in 2003, 2002 and 2001 may not be indicative of future periods.
The portion of distributions paid in 2003 shown below as unrecaptured Section
1250 capital gains are designated as capital gain distributions for tax
purposes.
2003 2002 2001
--------- --------- ---------
Distributions declared per common share $ 1.02 $ 0.890 $ 0.747
Return of capital - 0.177 0.179
Ordinary income 1.003 0.710 0.568
Unrecaptured Section 1250 capital gains 0.017 0.003 -
2003 2002 2001
--------- --------- ---------
Distributions declared per preferred share $ 1.431 $ 1.812 $ 1.812
Ordinary income 1.403 1.802 1.812
Unrecaptured Section 1250 capital gains 0.028 0.010 -
NOTE 7 RENTALS UNDER OPERATING LEASES
The Company receives rental income from the leasing of retail shopping center
space under operating leases. The minimum future rentals based on operating
leases of Consolidated Centers held as of December 31, 2003 are as follows:
Year Amount
2004 $ 643,049
2005 589,676
2006 524,290
2007 467,085
2008 409,406
Subsequent 1,503,422
Minimum future rentals do not include amounts which are payable by certain
tenants based upon a percentage of their gross sales or as reimbursement of
shopping center operating expenses.
Such operating leases are with a variety of tenants, including national and
regional retail chains and local retailers, and consequently, the Company's
credit risk is concentrated in the retail industry.
NOTE 8 TRANSACTIONS WITH AFFILIATES
NOTES RECEIVABLE-OFFICERS
From 1998 through April 30, 2002 certain officers of the Company issued to the
Company an aggregate of $24,997 of promissory notes in connection with their
exercise of options to purchase an aggregate of 2,703,000 shares
(split-adjusted) of the Company's Common Stock.
As of April 30, 2002, the Company's Board of Directors decided to terminate the
availability of loans to officers to exercise options on the Common Stock. In
conjunction with this decision, the Company and the officers restructured the
terms of the promissory notes, including the approximately $2,823 previously
advanced in the form of income tax withholding payments made by the Company on
behalf of such officers. The previous notes, which bore interest at a rate equal
to LIBOR plus 50 basis points, were full recourse to the officers, were
collateralized by the shares of Common Stock issued upon exercise of such
options, provided for quarterly payments of interest and were payable to the
Company on demand. Each of the officers repaid no less than 60% of the principal
and 100% of the interest due under such officer's note as of April 30, 2002 and
the remaining amounts, approximately $10,141 as of April 30, 2002, were
represented by the amended and restated promissory notes. These amended and
restated, fully recourse notes are payable in monthly installments of principal
and interest (at a market rate which varies monthly computed at LIBOR plus 125
basis points per annum) until fully repaid in May 2009 (or within 90 days of
F-37
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
the officer's separation from the Company, if earlier). In October 2002, a
voluntary prepayment of approximately $500 was received from one of the
officers. As of December 31, 2003, the current outstanding balance under the
promissory notes was $7,250, of which approximately $775 relating to income tax
withholding payments has been reflected in prepaid expenses and other assets and
approximately $6,475 has been reflected as a reduction of Stockholders' Equity.
NOTE 9 EMPLOYEE BENEFIT AND STOCK PLANS
1993/2003 INCENTIVE PLANS
The Company's 1993 Stock Incentive Plan (which expired according to its terms in
April 2003) provided incentives to attract and retain officers and key
employees. In addition to certain grants of restricted stock as discussed below,
options were 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 the Common
Stock on the date of the grant. The term of the options were fixed by the
Compensation Committee, but no option was exercisable more than 10 years after
the date of the grant. Options granted to officers and key employees were for
10-year terms and were generally exercisable in either 33 1/3% or 20% annual
increments from the date of the grants. However, during 2000, 159,957 options
were granted to certain employees under the 1993 Stock Incentive Plan with the
same terms as the TSOs granted in 2000 under the 1998 Incentive Plan as
described and defined below. Options granted to non-employee directors were
exercisable in full commencing on the date of grant and were scheduled to expire
on the tenth anniversary of the date of the grant.
In February 2003, the Company's Board of Directors recommended the adoption of
the Company's 2003 Incentive Stock Plan, to replace the 1993 Stock Incentive
Plan. The 2003 Incentive Stock Plan, which was approved by the shareholders at
the May 2003 annual meeting, provides for the issuance of up to 9,000,000 shares
of Common Stock.
F-38
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
A summary of the status of options granted under the Company's 1993 Stock
Incentive Plan and the 2003 Incentive Stock Plan as of December 31, 2003, 2002
and 2001 and changes during the years ended on those dates is presented below.
2003 2002 2001
----------------------- ----------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ---------- ---------- ---------- ---------- --------
Outstanding at
beginning of year 1,590,309 $ 12.45 1,629,657 $ 10.64 2,226,957 $ 10.45
Granted 760,500 $ 16.96 612,000 $ 15.84 639,000 $ 11.32
Exercised (845,922) $ 12.28 (642,048) $ 11.13 (1,050,000) $ 10.53
Forfeited (22,800) $ 11.76 (9,300) $ 9.99 (186,300) $ 11.36
---------- ---------- ----------
Outstanding at end of year 1,482,087 $ 14.86 1,590,309 $ 12.45 1,629,657 $ 10.64
========== ========== ==========
Exercisable at end of year 234,087 $ 13.67 586,809 $ 10.93 652,500 $ 10.17
Options available
for future grants 8,971,500 3,876,642 4,479,342
Weighted average per share
fair value of options
granted during the year $ 1.33 $ 1.21 $ 1.02
The following table summarizes information about stock options outstanding
pursuant to the 1993 Stock Incentive Plan and the 2003 Incentive Stock Plan at
December 31, 2003:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ------------------------------------------------------------------- ----------------------------
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED AVERAGE OPTIONS WEIGHTED AVERAGE
RANGE OF OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
EXERCISE PRICES AT 12/31/03 LIFE PRICE AT 12/31/03 PRICE
- ----------------- ----------- ---- ----- ----------- -----
$9.27 - $10.73 101,757 6.0 years $10.16 41,757 $10.41
$11.32 - $13.58 474,330 7.2 years $12.04 132,330 $12.38
$16.68 - $17.09 882,000 8.9 years $16.74 36,000 $16.82
$20.20 - $21.96 24,000 9.6 years $21.74 24,000 $21.74
--------- --------- ------ ------- ------
1,482,087 8.2 years $14.86 234,087 $13.67
========= =======
1998 INCENTIVE PLAN
General Growth also has an incentive stock plan entitled the 1998 Incentive
Stock Plan (the "1998 Incentive Plan"). Under the 1998 Incentive Plan, stock
incentive awards in the form of threshold-vesting stock options ("TSOs") may be
granted to employees. The exercise price of the TSOs to be granted to a
participant will be the Fair Market Value (`FMV") of a share of Common Stock on
the date the TSO may be granted. The threshold price (the "Threshold Price")
which must be achieved in order for the TSO to vest will be determined by
multiplying the FMV on the date of grant by the Estimated Annual Growth Rate
(currently set at 7% in the 1998 Incentive Plan) and compounding the product
over a five-year period. Shares of the 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 in order for the TSO to vest. TSOs
granted may have a term of up to 10 years but must vest within 5 years of the
grant date in order to avoid forfeiture. Increases in the price of the Common
Stock since the respective grant dates caused the TSOs granted in 1999, 2000 and
2001 to become vested in 2002 and the TSOs granted in 2002 and 2003 to become
vested in 2003 as detailed below. The vesting of the TSOs resulted in the
F-39
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
recognition of approximately $14,908 and $11,818 of compensation expense in the
years ended December 31, 2003 and 2002 respectively. The aggregate number of
shares of Common Stock which may be subject to TSOs issued pursuant to the 1998
Incentive Plan may not exceed 6,000,000, subject to certain customary
adjustments to prevent dilution.
The following is a summary of the options under the 1998 Incentive Plan that
have been awarded as of December 31, 2003:
TSO Grant Year
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
Exercise price $ 16.77 $ 13.58 $ 11.58 $ 9.99 $ 10.56
Threshold Vesting
Stock Price $ 23.52 $ 19.04 $ 16.23 $ 14.01 $ 14.81
Fair value of options on grant date $ 1.31 $ 1.13 $ 0.74 $ 0.50 $ 0.45
Original Grant Shares 900,000 779,025 989,988 753,090 941,892
Forfeited at December 31, 2003 (56,928) (117,987) (142,011) (168,726) (281,985)
Vested and exchanged for cash
at December 31, 2003 (549,594) (495,693) (610,011) (438,288) (460,623)
Vested and exercised at December 31, 2003 (89,664) (81,486) (166,341) (141,000) (187,218)
-------- -------- -------- -------- --------
1998 Incentive Plan TSOs outstanding
at December 31, 2003 203,814 83,859 71,625 5,076 12,066
-------- -------- -------- -------- --------
The fair value of each option grant for 2003, 2002 and 2001 for the 1993 Stock
Incentive Plan, the 2003 Incentive Stock Plan and the 1998 Incentive Plan was
estimated on the date of grant using the Black-Scholes option pricing model with
the following assumptions:
2003 2002 2001
---- ---- ----
Risk-free interest rate 4.28% 4.49% 4.79%
Dividend yield 6.21% 6.37% 6.46%
Expected life 9.9 years 7.6 years 4.6 years
Expected volatility 16.95% 19.57% 19.48%
EMPLOYEE STOCK PURCHASE PLAN
During 1999, General Growth established the General Growth Properties, Inc.
Employee Stock Purchase Plan (the "ESPP") to assist eligible employees in
acquiring a stock ownership interest in General Growth. A maximum of 1,500,000
shares of Common Stock is reserved for issuance under the ESPP. Under the ESPP,
eligible employees make payroll deductions over a six-month purchase period, at
which time the amounts withheld are used to purchase shares of Common Stock at a
purchase price equal to 85% of the lesser of the closing price of a share on
Common Stock on the first or last trading day of the purchase period. Purchases
of stock under the ESPP are made on the first business day of the next month
after the close of the purchase period. As of January 2, 2004, an aggregate of
870,569 shares of Common Stock have been sold under the ESPP, including 76,055
shares for the purchase period ending December 31, 2003 which were purchased at
a price of $17.98 per share.
RESTRICTED STOCK
In September 2002 and February 2003, certain officers were granted an aggregate
of 150,000 and 105,000 shares, respectively, of restricted Common Stock pursuant
to the 1993 Stock Incentive Plan. As the restricted stock represents an
incentive for future periods, the compensation expense of approximately $3,245
for such restricted stock will be recognized ratably over the applicable vesting
periods of the Common Stock (through September 2005 and February 2006,
respectively). In addition, in February 2004, certain officers were granted an
aggregate of 55,000 shares of Common Stock pursuant to the 2003 Stock Incentive
Plan, subject only to a one year restriction on sale. Accordingly, the Company
will recognize the full compensation cost of approximately $1,701 in the first
quarter of 2004.
MANAGEMENT SAVINGS PLAN
F-40
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
The Company sponsors the General Growth Management Savings Plan and Employee
Stock Ownership 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 Code. Under the 401(k) Plan, the Company may make, but is
not obligated to make, contributions to match the contributions of the
employees. For the years ending December 31, 2003, 2002 and 2001, the Company
has elected to make matching contributions of approximately $4,397, $4,196, and
$3,851 respectively.
NOTE 10 DISTRIBUTIONS PAYABLE
On January 5, 2004, the Company declared a cash distribution of $.30 per share
that was paid on January 30, 2004, to stockholders of record (2,081 owners of
record) on January 15, 2004, totaling $65,193. Also on January 30, 2004, a
distribution of $16,714 was paid to the limited partners of the Operating
Partnership. As such declaration relating to the fourth quarter of 2003 did not
occur until 2004, no amounts reflecting distributions payable to stockholders
have been accrued at December 31, 2003 in the accompanying consolidated
financial statements.
On December 12, 2002, the Company declared a cash distribution of $0.24 per
share that was paid on January 31, 2003, to stockholders of record (1,762 owners
of record) on January 6, 2003, totaling $44,937. Also on January 31, 2003, a
distribution of $14,080 was paid to the limited partners of the Operating
Partnership. Also on December 12, 2002, the Company declared the fourth quarter
2002 preferred stock dividend, for the period from October 1, 2002 through
December 31, 2002, in the amount of $0.4531 per share, payable to preferred
stockholders of record on January 6, 2003 and paid on January 15, 2003. As
described in Note 1, such preferred stock dividend was in the same amount as the
Operating Partnership's distribution to the Company of the same date with
respect to the PIERS Preferred Units held by the Company.
NOTE 11 NETWORK DISCONTINUANCE COSTS
During 2000 and 2001, the Company installed a broadband wiring and routing
system that provides tenants at the Company's properties with the supporting
equipment (the "Broadband System") to allow such tenants and mall locations to
arrange high-speed cable access to the Internet. Certain of the properties
acquired subsequent to July 1, 2001 do not have such an installation.
Also during 2000 and 2001, the Company had also been engaged in Network Services
development activities, an effort to create for retailers a suite of broadband
applications to support retail tenant operations, on-line sales, and private
wide area network services to be delivered by the Broadband System. The Company
discontinued its Network Services development activities on June 29, 2001, as
retailer demand for such services had not developed as anticipated.
The discontinuance of the Network Services development activities resulted in a
non-recurring, pre-tax charge to 2001 earnings of $66,000. The $66,000 charge
was comprised of an approximately $11,800 reduction in the carrying value of
equipment that was intended to allow tenants access to the Network Services
applications and approximately $54,200 in the write-off of capitalized Network
Services development costs including approximately $9,600 in reserves for future
costs and/or settlements of disputes with vendors. Reductions have subsequently
been made in the Network discontinuance reserve as settlement discussions are
continuing with other vendors and the Company has and will continue to reduce
the Network discontinuance reserve as additional settlements are agreed to,
which are currently expected to be fully settled in 2004 or 2005. The Company
believes the remaining reserved amount is adequate to satisfy any remaining
potential liabilities. The Company's investment in the Broadband System, which
is comprised primarily of mall equipment and mall wiring, has been retained by
the Company. The Company has a net carrying investment of approximately $32,800
in the Broadband System as of December 31, 2003. This net investment has been
reflected in buildings and equipment and investment in Unconsolidated Real
Estate Affiliates in the accompanying consolidated financial statements.
F-41
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
NOTE 12 COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, the Company is involved in
legal actions relating to the ownership and operations of its properties. In
management's opinion, the liabilities, if any that may ultimately result from
such legal actions are not expected to have a material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.
The Company leases land or buildings at certain properties from third parties.
The leases generally provide for a right of first refusal in favor of the
Company in the event of a proposed sale of the property by the landlord. All of
the Company's ground leases with such third party landlords are classified as
operating leases as none of the criteria that would require classification as a
capital lease are present in such ground leases. Accordingly, 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 related
to these leases was $2,467, $1,642 and $664 for the years ended December 31,
2003, 2002 and 2001, respectively.
From time to time the Company has entered into contingent agreements for the
acquisition of properties. Each acquisition is subject to satisfactory
completion of due diligence and, in the case of developments, completion and
occupancy of the project.
The following table aggregates the Company's contracted obligations and
commitments subsequent to December 31, 2003:
CONTRACTED OBLIGATIONS
2004 2005 2006 2007 2008 SUBSEQUENT TOTAL
---- ---- ---- ---- ---- ---------- -----
Long-term
debt $ 449,439 $ 363,691 $1,230,975 $ 557,357 $1,460,849 $2,587,179 $6,649,490
Retained
Debt 4,050 7,822 31,270 168,403 199 10,911 222,655
Ground
leases 2,469 2,455 2,417 2,384 2,373 87,010 99,108
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL $ 455,958 $ 373,968 $1,264,662 $ 728,144 $1,463,421 $2,685,100 $6,971,253
========== ========== ========== ========== ========== ========== ==========
NOTE 13 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In August 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"). SFAS 143 addresses the financial
accounting and reporting for asset retirement costs and related obligations and
was adopted by the Company on January 1, 2003. The Company does not believe the
impact of the adoption of SFAS 143 on its current or future operations or
financial results will be significant.
In February 2002, the FASB announced the rescission of Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt". Generally, such
rescission has the effect of suspending the treatment of debt extinguishment
costs as extraordinary items. The rescission is effective for the year ended
December 31, 2003. Accordingly, in the comparative statements presented in 2003,
the Company has reclassified to other interest costs approximately $1,343 and
$14,022 of debt extinguishment costs recorded in 2002 and 2001, respectively,
that had been classified under then current accounting standards as
extraordinary items.
On November 25, 2002, the FASB published Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45") prescribes the disclosures to
be made by a guarantor in its interim and annual financial statements about
obligations under certain guarantees it has issued. FIN 45 also reaffirms that a
guarantor is required to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee. The
initial recognition and initial measurement provisions of FIN 45 are applicable
on a prospective basis to guarantees issued or modified after December
F-42
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
31, 2002. The disclosure requirements of FIN 45 are effective for the Company's
December 31, 2002 consolidated financial statements. As the Company does not
typically issue guarantees on behalf of its unconsolidated affiliates or other
third-parties, the adoption of FIN 45 did not have a significant impact on the
Company's financial statements or disclosures.
In January 2004, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" ("VIEs"), to improve financial
reporting of special purpose and other entities. The Company has adopted FIN 46
as of December 31, 2003. Certain VIEs that are qualifying special purpose
entities ("QSPEs") will not be required to be consolidated under the provisions
of FIN 46. In addition, FIN 46 expands the disclosure requirements for the
beneficiary of a significant or a majority of the variable interests to provide
information regarding the nature, purpose and financial characteristics of the
entities. The Company has certain special purpose entities, primarily created to
facilitate the issuance of its commercial mortgage-backed securities (Note 5)
and other securitized debt or to facilitate the tax-increment financing of
certain improvements at its properties. Because these special purpose entities
are QSPEs, which are exempted from consolidation, these special purpose entities
are not required to be consolidated in the Company's consolidated financial
statements. As the Company's Unconsolidated Real Estate Affiliates constitute
businesses (as defined in FIN 46) or have operating agreements granting the
independent third-party joint venturers substantive participating rights, the
implementation of FIN 46 did not result in the consolidation of any previously
unconsolidated affiliates.
In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity," 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 a
portion of the Statement has been indefinitely postponed by the FASB. The
Company did not enter into new financial instruments subsequent to May 2003
which would fall within the scope of this statement. No transactions,
arrangements or financial instruments of the Company have been identified that
appear to meet the criteria for liability recognition in accordance with
paragraphs 9 and 10 under SFAS 150 due to the indefinite life of the joint
venture arrangements. Accordingly, even if the effectiveness of the measurement
and classification provision of these paragraphs is no longer postponed, the
Company does not expect that it will be required to reclassify the liquidation
amounts of such minority interests to liabilities.
NOTE 14 PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
Due to the impact of the acquisitions made or committed to during 2001, 2002 and
2003 as described in Note 3, historical results of operations may not be
indicative of future results of operations. The pro forma condensed consolidated
statement of operations for the year ended December 31, 2003 includes
adjustments for the acquisitions made or committed to during 2003 as described
in Notes 3 and 4 as if such transactions had occurred on January 1, 2003. The
pro forma condensed consolidated statement of operations for the year ended
December 31, 2002 includes adjustments for the acquisitions made or committed to
during 2003 plus the acquisitions made in 2002 (as described in Notes 3 and 4),
as if such transactions had occurred on January 1, 2002. The pro forma condensed
consolidated statement of operations for the year ended December 31, 2001
includes the 2003 and 2002 acquisitions described above plus the 2001
acquisitions (as described in Notes 3 and 4), as if all such transactions had
occurred on January 1, 2001. The pro forma information is based upon the
historical consolidated statements of operations excluding extraordinary items,
cumulative effect of accounting change and income (loss) from discontinued
operations and does not purport to present what actual results would have been
had the acquisitions, and related transactions, in fact occurred at the
previously mentioned dates, or to project results for any future period.
F-43
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
PRO FORMA FINANCIAL INFORMATION
YEAR ENDED
DECEMBER 31,
2003 2002 2001
----------- ----------- -----------
Revenues:
Minimum rent $ 899,450 $ 855,980 $ 803,660
Tenant charges 427,674 409,191 389,979
Other 122,460 120,332 101,524
----------- ----------- -----------
Total revenues 1,449,584 1,385,503 1,295,163
----------- ----------- -----------
Expenses:
Real estate taxes 105,495 97,481 96,245
Other property operating 442,598 415,764 446,455
Depreciation and amortization 261,620 245,042 229,297
----------- ----------- -----------
Total Expenses 809,713 758,287 771,997
----------- ----------- -----------
Operating Income 639,871 627,216 523,166
Interest expense, net (317,534) (318,992) (357,921)
Income allocated to minority interests (125,343) (123,488) (84,724)
Equity in income of unconsolidated affiliates 87,784 78,770 67,884
----------- ----------- -----------
Pro forma income from continuing operations (a) 284,778 263,506 148,405
Pro forma convertible preferred stock dividends (13,030) (24,467) (24,467)
----------- ----------- -----------
Pro forma income from continuing operations available to common stockholders (a) $ 271,748 $ 239,039 $ 123,938
=========== =========== ===========
Pro forma earnings from continuing operations per share - basic (b) $ 1.35 $ 1.28 $ 0.78
Pro forma earnings from continuing operations per share - diluted (b) $ 1.32 $ 1.24 $ 0.78
(a) The pro forma adjustments include management fee and depreciation
modifications and adjustments to give effect to the acquisitions
activity described above and does not include extraordinary items or
the 2001 cumulative effect of accounting change.
(b) Pro forma basic earnings per share are based upon weighted average
common shares of 200,874,295 for 2003, 186,543,849 for 2002 and
158,534,463 for 2001, presented on a post-split basis (Note 1). Pro
forma diluted per share amounts are based on the weighted average
common shares and the effect of dilutive securities (stock options and,
for 2002 and 2003 only, PIERS) outstanding of 215,078,600 for 2003,
212,553,009 for 2002 and 158,719,647 for 2001.
F-44
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
NOTE 15 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
YEAR ENDED FIRST SECOND THIRD FOURTH
DECEMBER 31, 2003 QUARTER QUARTER QUARTER QUARTER
----------------- ------- ------- ------- -------
Total revenues $ 273,887 $284,687 $327,365 $384,789
Operating income 109,814 116,754 143,680 183,084
Income from continuing operations 48,254 51,003 60,822 99,387
Income from discontinued operations 3,334 - 611 -
Net income available to common
stockholders 45,511 44,050 61,433 99,387
Earnings from continuing operations-
basic (b) 0.22 0.23 0.29 0.46
Earnings from continuing operations-
diluted (b) 0.22 0.23 0.28 0.46
Earnings from discontinued operations-
basic (b) 0.02 - - -
Earnings from discontinued operations-
diluted (b) 0.02 - - -
Earnings per share-basic (a) (b) 0.24 0.23 0.29 0.46
Earnings per share-diluted (a) (b) 0.24 0.23 0.28 0.46
Distributions declared per share (b) $ 0.24 $ 0.24 $ 0.00 $ 0.30
Weighted average shares
outstanding (in thousands)-basic (b) 187,785 188,623 210,889 215,785
Weighted average shares
outstanding (in thousands)-diluted (b) 213,696 189,386 215,264 216,790
YEAR ENDED FIRST SECOND THIRD FOURTH
DECEMBER 31, 2002 QUARTER QUARTER QUARTER QUARTER
----------------- ------- ------- ------- -------
Total revenues $ 203,137 $209,619 $257,456 $306,464
Operating income 85,005 88,784 116,122 139,479
Income from continuing operations 37,212 40,378 50,492 80,123
Income from discontinued operations 323 435 92 203
Net income available to common
stockholders 31,418 34,696 44,467 74,210
Earnings from continuing operations-
basic (b) 0.17 0.18 0.24 0.40
Earnings from continuing operations-
diluted (b) 0.17 0.18 0.24 0.38
Earnings from discontinued operations-
basic (b) - - - -
Earnings from discontinued operations-
diluted (b) - - - -
F-45
GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except for per share amounts)
Earnings (loss) per share-basic (a) (b) 0.17 0.18 0.24 0.40
Earnings (loss) per share-diluted (a) (b) 0.17 0.18 0.24 0.38
Distributions declared per share (b) $ 0.22 $ 0.22 $ 0.24 $ 0.24
Weighted average shares
Outstanding (in thousands)-basic (b) 185,936 186,411 186,732 187,082
Weighted average shares
Outstanding (in thousands)-diluted (b) 186,311 186,879 187,272 213,256
(a) Earnings (loss) per share for the four quarters do not add up to the
annual earnings per share due to the issuance of additional stock
during the year.
(b) Due to the three-for-one stock split effective December 5, 2003, all
share and per share amounts have been reflected on a post-split basis.
F-46
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULE
Board of Directors and Stockholders
General Growth Properties, Inc.
We have audited the consolidated financial statements of General Growth
Properties, Inc. (the "Company") as of December 31, 2003 and 2002, and for each
of the three years in the period ended December 31, 2003, and have issued our
report thereon dated March 10, 2004 (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the change in method
of accounting for derivative instruments and hedging activities in 2001 and the
change in accounting for debt extinguishment costs in 2003); such financial
statements and report are included elsewhere in this Form 10-K. Our audits also
included the Consolidated Financial Statement Schedule listed in the Index to
Consolidated Financial Statements and Consolidated Financial Statement Schedule
on page F-1 of this Form 10-K. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such 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.
Deloitte & Touche LLP
Chicago, Illinois
March 10, 2004
F-47
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Alameda Plaza
Pocatello, ID $ - $ 740,000 $ 2,060,000 $ (40) $ -
Ala Moana Center
Honolulu, HI 584,886,684 336,229,260 473,770,740 12,635,386 5,685,073
Anaheim Property
Anaheim, CA - - 2,058,000 (72,470) -
Animas Valley Mall
Farmington, NM 27,716,743 10,783,000 30,165,000 8,820,591 21,325
Apache Mall
Rochester, MN 54,171,242 8,110,292 72,992,628 17,749,060 222,080
Austin Bluffs Plaza
Colorado Springs, CO 2,636,382 1,080,000 3,007,000 11,021 -
Bailey Hills Plaza
Eugene, OR - 290,000 806,000 1,704 -
KIDK/Baskin Robbins
Idaho Falls, ID - 60,000 168,000 338 -
Baybrook Mall
Friendswood, TX 91,121,811 13,300,000 117,162,546 6,083,197 -
Bayshore Mall
Eureka, CA 33,500,064 3,004,345 27,398,907 28,879,862 2,907,569
Bellis Fair
Bellingham, WA 69,784,329 7,616,458 47,040,131 13,339,738 6,145,403
Birchwood Mall
Port Huron, MI 42,165,921 1,768,935 34,574,635 14,494,412 1,980,603
Boise Plaza
Boise, ID - 465,000 1,293,000 (218,737) -
Boise Towne Plaza
Boise, ID 12,007,465 3,988,000 11,101,000 (484) -
Boise Towne Square
Boise, ID 80,642,935 36,452,000 101,853,000 29,721,603 -
The Boulevard Mall
Las Vegas, NV 119,214,075 16,490,343 148,413,086 6,340,750 -
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Alameda Plaza
Pocatello, ID $ 740,040 $ 2,059,960 $ 2,800,000 $ 76,049 2002
Ala Moana Center
Honolulu, HI 336,229,497 492,091,199 828,320,696 71,788,764 1999
Anaheim Property
Anaheim, CA - 1,985,530 1,985,530 74,756 2002
Animas Valley Mall
Farmington, NM 6,464,479 39,006,916 45,471,395 1,489,825 2002
Apache Mall
Rochester, MN 8,110,292 90,963,768 99,074,060 11,729,888 1998
Austin Bluffs Plaza
Colorado Springs, CO 1,080,183 3,018,021 4,098,204 112,150 2002
Bailey Hills Plaza
Eugene, OR 290,168 807,704 1,097,872 29,819 2002
KIDK/Baskin Robbins
Idaho Falls, ID 60,476 168,338 228,814 6,215 2002
Baybrook Mall
Friendswood, TX 13,300,000 123,245,743 136,545,743 13,612,736 1999
Bayshore Mall
Eureka, CA 3,005,039 59,186,338 62,191,377 22,611,826 1986-1987
Bellis Fair
Bellingham, WA 7,485,224 66,525,272 74,010,496 29,274,825 1987-1988
Birchwood Mall
Port Huron, MI 3,042,616 51,049,650 54,092,266 19,994,043 1989-1990
Boise Plaza
Boise, ID 374,355 1,074,263 1,448,618 43,586 2002
Boise Towne Plaza
Boise, ID 3,987,857 11,100,516 15,088,373 409,807 2002
Boise Towne Square
Boise, ID 23,448,775 131,574,603 155,023,378 5,191,825 2002
The Boulevard Mall
Las Vegas, NV 15,753,185 154,753,836 170,507,021 22,295,777 1998
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Alameda Plaza
Pocatello, ID (e)
Ala Moana Center
Honolulu, HI (e)
Anaheim Property
Anaheim, CA (e)
Animas Valley Mall
Farmington, NM (e)
Apache Mall
Rochester, MN (e)
Austin Bluffs Plaza
Colorado Springs, CO (e)
Bailey Hills Plaza
Eugene, OR (e)
KIDK/Baskin Robbins
Idaho Falls, ID (e)
Baybrook Mall
Friendswood, TX (e)
Bayshore Mall
Eureka, CA (e)
Bellis Fair
Bellingham, WA (e)
Birchwood Mall
Port Huron, MI (e)
Boise Plaza
Boise, ID (e)
Boise Towne Plaza
Boise, ID (e)
Boise Towne Square
Boise, ID (e)
The Boulevard Mall
Las Vegas, NV (e)
F-48
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Cache Valley Mall
Logan, UT - 6,451,000 18,422,000 3,397,938 -
Cache Valley Marketplace
Logan, UT - 1,500,000 1,583,000 1,683,779 42,396
Capital Mall
Jefferson City, MO 21,746,669 4,200,000 14,201,000 9,103,217 -
Century Plaza
Birmingham, AL 30,800,000 3,164,000 28,513,908 5,769,908 -
Chapel Hills Mall
Colorado Springs, CO 35,019,791 4,300,000 34,017,000 62,004,508 36,805
Chico Mall
Chico, CA 30,600,000 8,110,390 54,093,129 - -
Coastland Center
Naples, FL 82,488,861 11,450,000 103,050,200 5,891,061 -
Colony Square Mall
Zanesville, OH 25,600,000 1,000,000 24,500,000 17,116,969 -
Columbia Mall
Columbia, MO 56,100,000 5,383,208 19,663,231 16,740,284 1,368,803
Coral Ridge Mall
Coralville, IA 76,676,428 3,363,602 64,217,772 11,662,576 4,459,786
Coronado Center
Albuquerque, NM 101,250,000 33,072,272 148,799,184 340,090 -
Cottonwood Mall
Salt Lake City, UT - 12,616,000 35,697,000 6,899,281 -
Cottonwood Square
Salt Lake City, UT - 1,558,000 4,339,000 1,825 -
Country Hill Plaza
Ogden, UT 5,437,052 3,620,000 9,080,000 84,310 -
The Crossroads
Portage, MI 43,083,923 6,800,000 61,200,000 18,542,990 233,357
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Cache Valley Mall
Logan, UT 3,874,744 21,819,938 25,694,682 852,059 2002
Cache Valley Marketplace
Logan, UT 3,139,246 3,309,175 6,448,421 27,613 2002
Capital Mall
Jefferson City, MO 3,912,935 23,304,217 27,217,152 6,881,895 1993
Century Plaza
Birmingham, AL 3,164,000 34,283,816 37,447,816 5,836,804 1997
Chapel Hills Mall
Colorado Springs, CO 4,300,000 96,058,313 100,358,313 23,415,533 1993
Chico Mall
Chico, CA 8,110,390 54,093,129 62,203,519 116,122 2003
Coastland Center
Naples, FL 11,450,000 108,941,261 120,391,261 14,931,074 1998
Colony Square Mall
Zanesville, OH 1,243,184 41,616,969 42,860,153 17,340,483 1986
Columbia Mall
Columbia, MO 5,383,208 37,772,318 43,155,526 17,669,440 1984-1985
Coral Ridge Mall
Coralville, IA 3,412,857 80,340,134 83,752,991 14,340,706 1998-1999
Coronado Center
Albuquerque, NM 33,072,272 149,139,274 182,211,546 2,617,291 2003
Cottonwood Mall
Salt Lake City, UT 7,613,427 42,596,281 50,209,708 1,681,435 2002
Cottonwood Square
Salt Lake City, UT 1,558,221 4,340,825 5,899,046 160,221 2002
Country Hill Plaza
Ogden, UT 3,620,000 9,164,310 12,784,310 335,967 2002
The Crossroads
Portage, MI 6,800,000 79,976,347 86,776,347 9,642,983 1999
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Cache Valley Mall
Logan, UT (e)
Cache Valley Marketplace
Logan, UT (e)
Capital Mall
Jefferson City, MO (e)
Century Plaza
Birmingham, AL (e)
Chapel Hills Mall
Colorado Springs, CO (e)
Chico Mall
Chico, CA (e)
Coastland Center
Naples, FL (e)
Colony Square Mall
Zanesville, OH (e)
Columbia Mall
Columbia, MO (e)
Coral Ridge Mall
Coralville, IA (e)
Coronado Center
Albuquerque, NM (e)
Cottonwood Mall
Salt Lake City, UT (e)
Cottonwood Square
Salt Lake City, UT (e)
Country Hill Plaza
Ogden, UT (e)
The Crossroads
Portage, MI (e)
F-49
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Crossroads Center
St Cloud, MN 62,000,000 10,812,523 72,202,847 4,642,272 260,398
Cumberland Mall
Atlanta, GA 95,732,266 15,198,568 136,787,110 7,128,065 209,032
Development in Progress - 30,637,677 58,081,977 110,438,888 -
Division Crossing
Portland, OR 6,075,571 1,773,000 4,935,000 88,331 -
Eagle Ridge Mall
Lake Wales, FL 26,800,000 7,619,865 49,560,538 8,430,139 5,678,662
Eastridge Mall
Casper, WY - 9,902,000 27,596,000 7,330,028 -
Eden Prairie Center
Eden Prairie, MN 55,000,000 465,063 19,024,047 109,312,414 9,248,013
Fallbrook Center
West Hills, CA 46,900,000 6,117,338 10,076,520 87,500,604 7,204,805
Foothills Mall
Fort Collins, CO 45,753,215 10,052,653 90,495,739 - -
Fort Union
Salt Lake City, UT 3,171,587 141,000 3,701,000 22,564 -
Fox River Mall
Appleton, WI 93,200,000 2,700,566 18,291,067 52,718,597 2,459,682
Fremont Village
Las Vegas, NV - - 3,956,000 15,868 -
Gateway Crossing
Shopping Center
Bountiful, UT 16,748,823 4,104,000 11,422,000 253,258 -
Gateway Mall
Springfield, OR 42,619,519 8,728,263 34,707,170 22,359,475 7,704,838
Glenbrook Square
Fort Wayne, IN 164,250,000 30,414,372 195,896,270 752,946 -
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Crossroads Center
St Cloud, MN 10,812,523 77,105,517 87,918,040 7,336,539 2000
Cumberland Mall
Atlanta, GA 15,198,568 144,124,207 159,322,775 19,946,116 1998
Development in Progress - 168,520,865 168,520,865 -
Division Crossing
Portland, OR 1,772,915 5,023,331 6,796,246 182,942 2002
Eagle Ridge Mall
Lake Wales, FL 7,619,865 63,669,339 71,289,204 14,579,616 1995-1996
Eastridge Mall
Casper, WY 6,171,589 34,926,028 41,097,617 1,357,664 2002
Eden Prairie Center
Eden Prairie, MN 465,063 137,584,474 138,049,537 12,007,300 1997
Fallbrook Center
West Hills, CA 6,127,138 104,781,929 110,909,067 33,240,278 1984
Foothills Mall
Fort Collins, CO 10,052,653 90,495,739 100,548,392 193,422 2003
Fort Union
Salt Lake City, UT 141,264 3,723,564 3,864,828 139,307 2002
Fox River Mall
Appleton, WI 4,787,291 73,469,346 78,256,637 24,935,191 1983-1984
Fremont Village
Las Vegas, NV - 3,971,868 3,971,868 146,185 2002
Gateway Crossing
Shopping Center
Bountiful, UT 4,103,858 11,675,258 15,779,116 458,160 2002
Gateway Mall
Springfield, OR 8,728,263 64,771,483 73,499,746 23,422,095 1989-1990
Glenbrook Square
Fort Wayne, IN 30,414,372 196,649,216 227,063,588 910,824 2003
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Crossroads Center
St Cloud, MN (e)
Cumberland Mall
Atlanta, GA (e)
Development in Progress
Division Crossing
Portland, OR (e)
Eagle Ridge Mall
Lake Wales, FL (e)
Eastridge Mall
Casper, WY (e)
Eden Prairie Center
Eden Prairie, MN (e)
Fallbrook Center
West Hills, CA (e)
Foothills Mall
Fort Collins, CO (e)
Fort Union
Salt Lake City, UT (e)
Fox River Mall
Appleton, WI (e)
Fremont Village
Las Vegas, NV (e)
Gateway Crossing
Shopping Center
Bountiful, UT (e)
Gateway Mall
Springfield, OR (e)
Glenbrook Square
Fort Wayne, IN (e)
F-50
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
GGPLP Corp.
Chicago, IL 888,278,561 - 556,740 68,045,929 4,215,742
110 Building
Chicago, IL 24,308,952 - 29,035,310 2,184,058 -
Grand Teton Mall
Idaho Falls, ID 29,696,516 13,104,000 36,813,000 8,020,710 -
Grand Traverse Mall
Traverse City, MI 49,075,354 3,529,966 20,775,772 24,586,852 3,643,793
Greenwood Mall
Bowling Green, KY 47,849,502 3,200,000 40,202,000 28,537,762 49,563
Halsey Crossing
Gresham, OR 2,973,363 - 4,363,000 37,570 -
Knollwood Mall
St. Louis Park, MN 18,400,000 - 9,748,047 29,656,695 3,863,112
Lakeview Square
Battle Creek, MI 23,988,007 3,578,619 32,209,980 16,469,066 315,112
Landmark Mall
Alexandria, VA 26,625,833 28,395,945 67,234,703 (957,970) 1,089,574
Lansing Mall
Lansing, MI 28,800,909 6,977,798 62,800,179 37,736,968 797,941
Lockport Mall
Lockport, NY 9,300,000 800,000 10,000,000 4,355,031 23,656
Lynnhaven Mall
Virginia Beach, VA 180,000,000 39,225,630 222,321,434 4,586,059 -
The Maine Mall
Portland, MA 202,500,000 41,373,998 238,457,053 360,156 -
Mall at Sierra Vista
Sierra Vista, AZ - 4,550,000 18,658,000 2,163,660 -
Mall of the Bluffs
Council Bluffs, IA 42,165,921 1,860,116 24,016,343 19,983,421 2,586,106
Mall St. Vincent
Shreveport, LA 18,099,649 2,640,000 23,760,000 6,394,774 -
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
GGPLP Corp.
Chicago, IL - 72,818,411 72,818,411 41,194,124
110 Building
Chicago, IL - 31,219,368 31,219,368 4,688,626 1997
Grand Teton Mall
Idaho Falls, ID 7,946,416 44,833,710 52,780,126 1,753,368 2002
Grand Traverse Mall
Traverse City, MI 3,533,746 49,006,417 52,540,163 19,106,741 1990-1991
Greenwood Mall
Bowling Green, KY 3,387,160 68,789,325 72,176,485 20,526,363 1993
Halsey Crossing
Gresham, OR - 4,400,570 4,400,570 162,261 2002
Knollwood Mall
St. Louis Park, MN 7,025,606 43,267,854 50,293,460 18,163,468 1978
Lakeview Square
Battle Creek, MI 3,578,619 48,994,158 52,572,777 8,816,156 1996
Landmark Mall
Alexandria, VA 28,395,945 67,366,307 95,762,252 9,197,029 2003
Lansing Mall
Lansing, MI 11,496,394 101,335,088 112,831,482 15,107,834 1996
Lockport Mall
Lockport, NY 800,000 14,378,687 15,178,687 6,550,201 1986
Lynnhaven Mall
Virginia Beach, VA 33,697,604 226,907,493 260,605,097 2,101,123 2003
The Maine Mall
Portland, MA 41,373,998 238,817,209 280,191,207 1,021,345 2003
Mall at Sierra Vista
Sierra Vista, AZ 3,651,670 20,821,660 24,473,330 840,631 2002
Mall of the Bluffs
Council Bluffs, IA 1,895,220 46,585,870 48,481,090 18,455,744 1985-1986
Mall St. Vincent
Shreveport, LA 2,640,000 30,154,774 32,794,774 4,760,540 1998
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
GGPLP Corp.
Chicago, IL (e)
110 Building
Chicago, IL (e)
Grand Teton Mall
Idaho Falls, ID (e)
Grand Traverse Mall
Traverse City, MI (e)
Greenwood Mall
Bowling Green, KY (e)
Halsey Crossing
Gresham, OR (e)
Knollwood Mall
St. Louis Park, MN (e)
Lakeview Square
Battle Creek, MI (e)
Landmark Mall
Alexandria, VA (e)
Lansing Mall
Lansing, MI (e)
Lockport Mall
Lockport, NY (e)
Lynnhaven Mall
Virginia Beach, VA (e)
The Maine Mall
Portland, MA (e)
Mall at Sierra Vista
Sierra Vista, AZ (e)
Mall of the Bluffs
Council Bluffs, IA 42,165,921 (e)
Mall St. Vincent
Shreveport, LA (e)
F-51
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Marketplace Shopping Center
Champaign, IL 47,000,000 7,000,000 63,972,357 39,396,914 604,081
Mayfair
Wauwatosa, WI 198,358,788 14,706,639 224,846,565 4,172,073 1,066,454
Meadows Mall
Las Vegas, NV 111,536,091 24,633,921 104,088,306 13,321,747 69,253
MEPC Acquisition
Financing - - (1,549,401) - -
Northgate Mall
Chattanooga, TN 21,737,156 2,524,869 43,943,539 1,365,415 2,226
Northridge Fashion Center
Northridge, CA 136,543,311 16,618,095 149,562,583 28,024,899 3,540,766
North Plains Mall
Clovis, NM - 4,676,000 13,033,000 2,339,230 -
North Temple Shops
Salt Lake City, UT - 168,000 468,000 (394) -
North Town Mall
Spokane, WA 82,322,019 38,445,000 107,330,000 19,242,042 -
Oak View Mall
Omaha, NE 79,530,863 12,056,062 113,041,871 841,292 -
Oakwood Mall
Eau Claire, WI 56,221,227 3,266,669 18,281,160 22,620,099 1,711,573
Oglethorpe Mall
Savannah, GA 39,851,453 16,036,395 92,977,582 1,196,724 177,709
Orem Plaza Center Street
Orem, UT 2,834,606 1,069,000 2,974,000 16,339 -
Orem Plaza State Street
Orem, UT 1,754,284 592,000 1,649,000 33,308 -
Park City Center
Lancaster, PA 162,639,917 8,465,148 177,191,205 1,993,980 -
Park Place
Tucson, AZ 91,516,053 4,996,024 44,993,177 96,097,901 13,571,941
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Marketplace Shopping Center
Champaign, IL 7,000,000 103,973,352 110,973,352 17,065,888 1997
Mayfair
Wauwatosa, WI 14,706,639 230,085,092 244,791,731 26,856,920 2003
Meadows Mall
Las Vegas, NV 24,633,921 117,479,306 142,113,227 13,568,832 2003
MEPC Acquisition
Financing - (1,549,401) (1,549,401) 37,157
Northgate Mall
Chattanooga, TN 2,524,869 45,311,180 47,836,049 6,133,923 2003
Northridge Fashion Center
Northridge, CA 16,866,397 181,128,248 197,994,645 24,972,744 1998
North Plains Mall
Clovis, NM 2,722,314 15,372,230 18,094,544 614,394 2002
North Temple Shops
Salt Lake City, UT 167,987 467,606 635,593 17,263 2002
North Town Mall
Spokane, WA 22,407,494 126,572,042 148,979,536 4,955,085 2002
Oak View Mall
Omaha, NE 12,056,062 113,883,163 125,939,225 10,379,343 2003
Oakwood Mall
Eau Claire, WI 3,266,669 42,612,832 45,879,501 18,424,421 1985-1986
Oglethorpe Mall
Savannah, GA 16,036,395 94,352,015 110,388,410 11,382,299 2003
Orem Plaza Center Street
Orem, UT 1,068,592 2,990,339 4,058,931 110,168 2002
Orem Plaza State Street
Orem, UT 592,396 1,682,308 2,274,704 61,226 2002
Park City Center
Lancaster, PA 8,465,148 179,185,185 187,650,333 23,209,927 2003
Park Place
Tucson, AZ 4,715,836 154,663,019 159,378,855 20,187,293 1996
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Marketplace Shopping Center
Champaign, IL (e)
Mayfair
Wauwatosa, WI (e)
Meadows Mall
Las Vegas, NV (e)
MEPC Acquisition
Financing (e)
Northgate Mall
Chattanooga, TN (e)
Northridge Fashion Center
Northridge, CA (e)
North Plains Mall
Clovis, NM (e)
North Temple Shops
Salt Lake City, UT (e)
North Town Mall
Spokane, WA (e)
Oak View Mall
Omaha, NE (e)
Oakwood Mall
Eau Claire, WI (e)
Oglethorpe Mall
Savannah, GA (e)
Orem Plaza Center Street
Orem, UT (e)
Orem Plaza State Street
Orem, UT (e)
Park City Center
Lancaster, PA (e)
Park Place
Tucson, AZ (e)
F-52
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Peachtree Mall
Columbus, GA 53,000,000 22,051,603 67,678,571 452,717 -
Pecanland Mall
Monroe, LA 50,000,000 7,190,000 64,710,000 6,249,632 -
Piedmont Mall
Danville, VA 27,454,816 2,000,000 38,000,000 5,512,207 20,787
Pierre Bossier Mall
Bossier City, LA 39,225,315 5,280,707 47,558,468 6,726,919 -
Pine Ridge Mall
Pocatello, ID - 8,375,000 23,337,000 4,289,762 -
The Pines
Pine Bluff, AR 25,490,596 1,488,928 17,627,258 11,130,643 1,365,091
Plaza 800
Sparks, NV - 1,435,000 3,995,000 6,981 -
Plaza 9400
Sandy, UT - - 9,114,000 143,259 -
Prince Kuhio Plaza
Hilo, HI 22,961,276 - 42,028,685 1,483,661 10,737
Provo Towne Centre
Provo, UT 54,051,427 21,332,000 68,296,000 5,850,284 -
Red Cliffs Mall
St. George, UT - 7,019,000 19,644,000 9,287,657 -
Red Cliffs Plaza
St. George, UT - - 2,366,000 (43) -
Regency Square Mall
Jacksonville, FL 105,206,525 16,497,552 148,477,968 15,185,623 88,390
Rio West Mall
Gallup, NM 13,500,000 - 19,500,000 6,237,164 -
River Falls Mall
Clarksville, IN - 3,177,688 54,610,421 8,305,835 5,281,892
River Hills Mall
Mankato, MN 51,200,000 3,713,529 29,013,757 20,707,393 2,674,311
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Peachtree Mall
Columbus, GA 22,051,603 68,131,288 90,182,891 1,651,145 2003
Pecanland Mall
Monroe, LA 10,101,102 70,959,632 81,060,734 2,501,566 2002
Piedmont Mall
Danville, VA 2,000,000 43,532,994 45,532,994 9,594,628 1995
Pierre Bossier Mall
Bossier City, LA 5,283,970 54,285,387 59,569,357 7,869,426 1998
Pine Ridge Mall
Pocatello, ID 4,905,207 27,626,762 32,531,969 1,081,367 2002
The Pines
Pine Bluff, AR 1,247,414 30,122,992 31,370,406 13,670,962 1985-1986
Plaza 800
Sparks, NV 1,435,093 4,001,981 5,437,074 149,009 2002
Plaza 9400
Sandy, UT - 9,257,259 9,257,259 342,386 2002
Prince Kuhio Plaza
Hilo, HI 9,082 43,523,083 43,532,165 5,544,873 2002
Provo Towne Centre
Provo, UT 13,050,599 74,146,284 87,196,883 2,940,883 2002
Red Cliffs Mall
St. George, UT 5,116,379 28,931,657 34,048,036 1,147,011 2002
Red Cliffs Plaza
St. George, UT - 2,365,957 2,365,957 87,346 2002
Regency Square Mall
Jacksonville, FL 17,884,037 163,751,981 181,636,018 22,081,744 1998
Rio West Mall
Gallup, NM - 25,737,164 25,737,164 10,442,410 1986
River Falls Mall
Clarksville, IN 3,182,305 68,198,148 71,380,453 29,012,951 1989-1990
River Hills Mall
Mankato, MN 4,707,482 52,395,461 57,102,943 19,510,918 1990-1991
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Peachtree Mall
Columbus, GA (e)
Pecanland Mall
Monroe, LA (e)
Piedmont Mall
Danville, VA (e)
Pierre Bossier Mall
Bossier City, LA (e)
Pine Ridge Mall
Pocatello, ID (e)
The Pines
Pine Bluff, AR (e)
Plaza 800
Sparks, NV (e)
Plaza 9400
Sandy, UT (e)
Prince Kuhio Plaza
Hilo, HI (e)
Provo Towne Centre
Provo, UT (e)
Red Cliffs Mall
St. George, UT (e)
Red Cliffs Plaza
St. George, UT (e)
Regency Square Mall
Jacksonville, FL (e)
Rio West Mall
Gallup, NM (e)
River Falls Mall
Clarksville, IN (e)
River Hills Mall
Mankato, MN (e)
F-53
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Riverlands Shopping Center
LaPlace, LA - 500,000 4,500,000 667,731 -
River Pointe Plaza
West Jordan, UT 4,390,666 1,302,000 3,623,000 35,789 -
Riverside Plaza
Provo, UT 6,283,707 2,475,000 6,890,000 16,194 -
RiverTown Crossings
Grandville, MI 126,945,005 10,972,923 97,141,738 32,735,698 13,389,735
Rogue Valley Mall
Medford, OR 28,066,990 5,728,225 51,564,598 - -
Saint Louis Galleria
St. Louis, MO 176,250,000 36,773,639 184,645,237 226,811 -
Salem Center
Salem, OR 28,706,630 11,885,000 33,253,000 6,082,428 -
Sikes Senter
Witchita Falls, TX 41,500,000 12,758,642 50,566,596 - -
Silver Lake Mall
Coeur d'Alene, ID - 7,704,000 21,472,000 3,429,147 -
Sooner Mall
Norman, OK 20,000,000 2,700,000 24,300,000 16,911,744 -
Southlake Mall
Morrow, GA 51,300,000 6,700,000 60,406,902 12,023,411 192,535
Southland Mall
Hayward, CA 65,000,000 8,904,277 80,142,961 (253,732) -
Southshore Mall
Aberdeen, WA - 650,000 15,350,000 5,446,774 -
Southwest Plaza
Littleton, CO 80,426,125 9,000,000 103,983,673 25,583,296 1,059,572
Spokane Valley Mall
Spokane, WA 42,215,755 19,297,000 54,970,000 10,998,852 -
Spokane Valley Plaza
Spokane, WA - 3,558,000 10,150,000 3,052 -
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Riverlands Shopping Center
LaPlace, LA 1,100,950 5,167,731 6,268,681 765,659 1998
River Pointe Plaza
West Jordan, UT 1,301,531 3,658,789 4,960,320 135,106 2002
Riverside Plaza
Provo, UT 2,475,227 6,906,194 9,381,421 254,420 2002
RiverTown Crossings
Grandville, MI 7,246,462 143,267,171 150,513,633 19,242,112 1998-1999
Rogue Valley Mall
Medford, OR 5,728,225 51,564,598 57,292,823 110,755 2003
Saint Louis Galleria
St. Louis, MO 36,773,639 184,872,048 221,645,687 2,976,870 2003
Salem Center
Salem, OR 6,966,434 39,335,428 46,301,862 1,560,650 2002
Sikes Senter
Witchita Falls, TX 12,758,642 50,566,596 63,325,238 519,605 2003
Silver Lake Mall
Coeur d'Alene, ID 4,447,556 24,901,147 29,348,703 974,749 2002
Sooner Mall
Norman, OK 2,580,578 41,211,744 43,792,322 7,329,234 1996
Southlake Mall
Morrow, GA 6,700,000 72,622,848 79,322,848 12,249,988 1997
Southland Mall
Hayward, CA 14,120,774 79,889,229 94,010,003 2,428,596 2002
Southshore Mall
Aberdeen, WA 650,000 20,796,774 21,446,774 9,133,170 1986
Southwest Plaza
Littleton, CO 9,000,000 130,626,541 139,626,541 18,890,013 1998
Spokane Valley Mall
Spokane, WA 11,455,446 65,968,852 77,424,298 2,584,761 2002
Spokane Valley Plaza
Spokane, WA 3,557,601 10,153,052 13,710,653 372,378 2002
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Riverlands Shopping Center
LaPlace, LA (e)
River Pointe Plaza
West Jordan, UT (e)
Riverside Plaza
Provo, UT (e)
RiverTown Crossings
Grandville, MI (e)
Rogue Valley Mall
Medford, OR (e)
Saint Louis Galleria
St. Louis, MO (e)
Salem Center
Salem, OR (e)
Sikes Senter
Witchita Falls, TX (e)
Silver Lake Mall
Coeur d'Alene, ID (e)
Sooner Mall
Norman, OK (e)
Southlake Mall
Morrow, GA (e)
Southland Mall
Hayward, CA (e)
Southshore Mall
Aberdeen, WA (e)
Southwest Plaza
Littleton, CO (e)
Spokane Valley Mall
Spokane, WA (e)
Spokane Valley Plaza
Spokane, WA (e)
F-54
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
----------------------------- -------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ ------------ ------------ ------------ -----------
Spring Hill Mall
West Dundee, IL 85,993,177 12,400,000 111,643,525 8,578,778 -
Three Rivers Mall
Kelso, WA - 7,068,000 19,917,000 4,194,139 -
Tucson Mall
Tucson, AZ 129,657,237 - 181,424,484 18,501,518 405,674
Twin Falls Crossing
Twin Falls, ID - 275,000 767,000 (126) -
University Crossing
Orem, UT 12,504,462 3,420,000 9,526,000 412,692 -
Valley Hills Mall
Hickory, NC 13,599,142 3,443,594 31,025,471 37,273,588 1,728,411
Valley Plaza Mall
Bakersfield, CA 106,245,221 12,685,151 114,166,356 8,318,979 229,955
Victoria Ward
Honolulu, HI 135,750,000 164,006,531 89,320,759 7,126,671 -
Visalia Mall
Visalia, CA 48,520,318 16,466,000 47,699,000 14,461,595 -
West Valley Mall
Tracy, CA 66,308,195 9,295,045 47,789,310 25,105,639 8,122,154
Westwood Mall
Jackson, MI 20,900,000 2,658,208 23,923,869 5,135,586 -
White Mountain Mall
Rock Springs, WY - 2,335,000 6,520,000 2,906,604 -
Woodlands Village
Flagstaff, AZ 8,028,079 2,689,000 7,484,000 75 -
Yellowstone Square
Idaho Falls, ID - 1,057,000 2,943,000 10,165 -
Price Business Center-Commerce Park
West Valley City, UT - 3,332,000 9,275,000 (279) -
Price Business Center-Pioneer Square
Salt Lake City, UT - 3,632,000 10,180,000 528,908 -
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
---------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Spring Hill Mall
West Dundee, IL 12,400,000 120,222,303 132,622,303 17,173,602 1998
Three Rivers Mall
Kelso, WA 4,312,238 24,111,139 28,423,377 940,229 2002
Tucson Mall
Tucson, AZ - 200,331,676 200,331,676 11,150,765 2001
Twin Falls Crossing
Twin Falls, ID 275,499 766,874 1,042,373 28,311 2002
University Crossing
Orem, UT 3,419,812 9,938,692 13,358,504 366,544 2002
Valley Hills Mall
Hickory, NC 5,656,275 70,027,470 75,683,745 10,300,453 1997
Valley Plaza Mall
Bakersfield, CA 12,685,151 122,715,290 135,400,441 16,223,183 1998
Victoria Ward
Honolulu, HI 165,396,326 96,447,430 261,843,756 6,235,885 2002
Visalia Mall
Visalia, CA 11,052,128 62,160,595 73,212,723 2,384,572 2002
West Valley Mall
Tracy, CA 10,885,507 81,017,103 91,902,610 17,171,773 1995
Westwood Mall
Jackson, MI 3,571,208 29,059,455 32,630,663 5,480,269 1996
White Mountain Mall
Rock Springs, WY 1,362,805 9,426,604 10,789,409 342,000 2002
Woodlands Village
Flagstaff, AZ 2,688,652 7,484,075 10,172,727 276,296 2002
Yellowstone Square
Idaho Falls, ID 1,057,200 2,953,165 4,010,365 108,999 2002
Price Business Center-Commerce Park
West Valley City, UT 3,331,941 9,274,721 12,606,662 342,402 2002
Price Business Center-Pioneer Square
Salt Lake City, UT 3,632,242 10,708,908 14,341,150 397,319 2002
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Spring Hill Mall
West Dundee, IL (e)
Three Rivers Mall
Kelso, WA (e)
Tucson Mall
Tucson, AZ (e)
Twin Falls Crossing
Twin Falls, ID (e)
University Crossing
Orem, UT (e)
Valley Hills Mall
Hickory, NC (e)
Valley Plaza Mall
Bakersfield, CA (e)
Victoria Ward
Honolulu, HI (e)
Visalia Mall
Visalia, CA (e)
West Valley Mall
Tracy, CA (e)
Westwood Mall
Jackson, MI (e)
White Mountain Mall
Rock Springs, WY (e)
Woodlands Village
Flagstaff, AZ (e)
Yellowstone Square
Idaho Falls, ID (e)
Price Business Center-Commerce Park
West Valley City, UT (e)
Price Business Center-Pioneer Square
Salt Lake City, UT (e)
F-55
GENERAL GROWTH PROPERTIES, INC.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2003
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Costs Capitalized
Subsequent
Initial Cost To Acquisition
-------------------------------- -------------------------------------
Buildings
and Buildings
Encumbrances Equipment and Carrying
Description (a) Land (b) Equipment Costs (c)
- ------------------- ------------ --------------- --------------- --------------- -----------------
Price Business Center-South Main
Salt Lake City, UT - 1,665,000 4,668,000 (143,749) -
Price Business Center-Timesquare
Salt Lake City, UT - 4,101,000 11,441,000 2,070,549 -
Sears-Eastbay
Provo, UT - 595,000 1,655,000 325 -
Miscellaneous Real Estate - 1,742,000 1,586,000 (374,092) -
-------------- -------------- -------------- -------------- ------------
Grand Totals $6,649,490,355 $1,483,458,129 $6,621,599,494 $1,540,424,880 $127,766,476
============== ============== ============== ============== ============
Col. A Col. E Col. F Col. G Col. H
------ ------ ------ ------ -------
Gross Amounts at Which
Carried at Close of Period
-------------------------------------------------
Buildings
and Accumulated Date of Date
Land Equipment Total (d) Depreciation Construction Acquired
------------ ------------ ------------ ------------- ------------ --------
Price Business Center-South Main
Salt Lake City, UT 1,585,586 4,524,251 6,109,837 170,576 2002
Price Business Center-Timesquare
Salt Lake City, UT 4,101,045 13,511,549 17,612,594 617,395 2002
Provo, UT 594,675 1,655,325 2,250,000 61,111 2002
Miscellaneous Real Estate 1,741,702 1,211,908 2,953,610 42,317 2002
-------------- -------------- -------------- --------------
Grand Totals $1,384,662,459 $8,289,790,850 $9,674,453,309 $1,100,840,285
============== ============== ============== ==============
Col. A Col. I
------ ------
Life Upon Which
Depreciation in
Latest Income
Statement is
Computed
---------------
Price Business Center-South Main
Salt Lake City, UT (e)
Price Business Center-Timesquare
Salt Lake City, UT (e)
Sears-Eastbay
Provo, UT (e)
Miscellaneous Real Estate (e)
Grand Totals
F-56
GENERAL GROWTH PROPERTIES, INC.
NOTES TO SCHEDULE III
(Dollars in Thousands)
(a) See description of mortgage notes payable in Note 5 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) Carrying costs consist of capitalized construction-period interest and
taxes.
(d) The aggregate cost of land, buildings and equipment for federal income tax
purposes is approximately $8,792,410.
Reconciliation of Real Estate
- --------------------------------------------------------------------------------
2001 2002 2003
---------- ---------- ----------
Balance at beginning of year $4,676,740 $5,090,106 $6,957,996
Additions 352,186 1,867,890 2,716,457
Other additions/(reductions) 61,180 - -
---------- ---------- ----------
Balance at close of year $5,090,106 $6,957,996 $9,674,453
========== ========== ==========
Reconciliation of Accumulated Depreciation
- --------------------------------------------------------------------------------
2001 2002 2003
---------- ---------- -----------
Balance at beginning of year $488,130 $625,544 $ 798,431
Depreciation expense 128,682 172,887 205,385
Other additions/(reductions)
Primarily purchase of interest in GGP Ivanhoe III in 2003 8,732 - 97,024
-------- -------- ----------
Balance at close of year $625,544 $798,431 $1,100,840
======== ======== ==========
(e) Depreciation is computed based upon the following estimated lives:
Buildings, improvements and carrying costs 40-45 years
Equipment, tenant improvements and fixtures 5-10 years
Purchased intangibles 5-15 years
F-57
GENERAL GROWTH PROPERTIES, INC.
EXHIBIT INDEX
2.1 Operating Agreement, dated November 10, 1999, between the Operating
Partnership, The Comptroller of the State of New York as Trustee of the
Common Retirement Fund ("NYSCRF"), and GGP/Homart II L.L.C. a Delaware
limited liability company ("GGP/ Homart II") (previously filed as an
exhibit to the Company's Current Report on Form 8-K, dated November 23,
1999, incorporated herein by reference).
2.2 Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Northbrook Court) (previously
filed as an exhibit to the Company's Current Report on Form 8-K/A,
dated January 11, 2000, incorporated herein by reference).]
2.3 Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Altamonte Mall) (previously
filed as an exhibit to the Company's Current Report on Form 8-K/A,
dated January 11, 2000, incorporated herein by reference).
2.4 Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Natick Trust) (previously
filed as an exhibit to the Company's Current Report on Form 8-K/A,
dated January 11, 2000, incorporated herein by reference).
2.5 Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Stonebriar Centre) (previously
filed as an exhibit to the Company's Current Report on Form 8-K/A,
dated January 11, 2000, incorporated herein by reference).]
2.6 Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Carolina Place) (previously filed as an exhibit to
the Company's Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
2.7 Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Alderwood Mall) (previously filed as an exhibit to
the Company's Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
2.8 Contribution Agreement dated November 10, 1999, by and between NYSCRF
and GGP/Homart II (Montclair Plaza) (previously filed as an exhibit to
the Company's Current Report on Form 8-K/A, dated January 11, 2000,
incorporated herein by reference).
2.9 Purchase and Sale Agreement dated as of August 7, 2001 by and between
Oracle-Wetmore Co. and GGP-Tucson Mall L.L.C. (previously filed as an
exhibit to the Company's Current Report on Form 8-K, dated August 30,
2001, incorporated herein by reference).
2.10 Purchase and Sale Agreement dated as of August 7, 2001 by and between
TMall-WN, L.L.C. and GGP-Tucson Mall L.L.C. (previously filed as an
exhibit to the Company's Current Report on Form 8-K, dated August 30,
2001, incorporated herein by reference).
2.11 Purchase and Sale Agreement dated as of August 7, 2001 by and between
JCP Realty, Inc. and GGP-Tucson Mall L.L.C. (previously filed as an
exhibit to the Company's Current Report on Form 8-K, dated August 30,
2001, incorporated herein by reference).
2.12 Purchase Agreement, dated April 17, 2002, among the Company, the
Operating Partnership, GGPLP L.L.C., Goldman Sachs 2002 Exchange Place
Fund, L.P. and GSEP 2002 Realty Corp. (previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q dated May 10, 2002,
incorporated herein by reference).
2.13 Purchase Agreement dated April 23, 2002, among the Company, the
Operating Partnership, GGPLP L.L.C., the Goldman Sachs 2002 Exchange
Place Fund, L.P. and GSEP 2002 Realty Corp. (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q dated May 10,
2002, incorporated herein by reference).
S-1
GENERAL GROWTH PROPERTIES, INC.
3.1 Second Amended and Restated Certificate of Incorporation of the Company
filed with the Delaware Secretary of State on May 24, 1995.
3.2 Certificate of Correction filed to correct an error in the Second
Amended and Restated Certificate of Incorporation of the Company filed
with the Delaware Secretary of State on December 21, 1995 (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, incorporated herein by reference).
3.3 Certificate of Amendment of Second Amended and Restated Certificate of
Incorporation of the Company filed with the Delaware Secretary of State
on May 20, 1997 (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, incorporated
herein by reference).
3.4 Second Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of the Company filed with the Delaware
Secretary of State on May 17, 1999 (previously filed as an exhibit to
the Company's Current Report on Form 8-K, dated July 12, 1999,
incorporated herein by reference).
3.5 Certificate of Amendment of Second Amended and Restated Certificate of
Incorporation of the Company filed with the Delaware Secretary of State
on November 20, 2003.
3.6 Bylaws of the Company (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference).
3.7 Amendment to Bylaws of the Company (previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994, incorporated herein by reference).
3.8 Amendment to Bylaws of the Company (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q dated May 9, 2003,
incorporated herein by reference).
4.1 Redemption Rights Agreement, dated July 13, 1995, by and among the
Operating Partnership, the Company and the persons listed on the
signature pages thereof (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 17, 1996, incorporated
herein by reference).
4.2 Redemption Rights Agreement dated December 6, 1996, among the Operating
Partnership, Forbes/Cohen Properties, a Michigan general partnership,
Lakeview Square Associates, a Michigan general partnership, and Jackson
Properties, a Michigan general partnership (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated January 3,
1996, incorporated herein by reference).
4.3 Redemption Rights Agreement, dated June 19, 1997, among the Operating
Partnership, the Company, and CA Southlake Investors, Ltd., a Georgia
limited partnership (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1996,
incorporated herein by reference).
4.4 Redemption Rights Agreement dated October 23, 1997, among the Company,
the Operating Partnership and Peter Leibowits (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, incorporated herein by reference).
4.5 Form of Indenture (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No. 333-37247) dated October 6,
1997, incorporated herein by reference).
4.6 Certificate of Designations, Preferences and Rights of 7.25% Preferred
Income Equity Redeemable Stock, Series A filed with the Delaware
Secretary of State on June 9, 1998 (previously filed as an exhibit to
the Company's current report on Form 8-K dated August 7, 1998,
incorporated herein by reference).
4.7 Certificate of Designation of Series A Junior Participating Preferred
Stock filed with the Delaware Secretary of State on November 18, 1998
(previously filed as an exhibit to the Company's current
S-2
GENERAL GROWTH PROPERTIES, INC.
report from on 8-K, dated November 18, 1998, incorporated herein by
reference).
4.8 Certificate of Amendment of Certificate of Designations, Preferences
and Rights of 7.25% Preferred Income Equity Redeemable Stock, Series A
filed with the Delaware Secretary of State on May 17, 1999 (previously
filed as an exhibit to the Company's Current Report on Form 8-K, dated
July 12, 1999, incorporated herein by reference).
4.9 Certificate of Amendment and Restatement of Certificate of
Designations, Preferences and Rights of 8.95% Cumulative Redeemable
Preferred Stock, Series B filed with the Delaware Secretary of State on
May 8, 2002 (previously filed as an exhibit to the Company's Current
Report on Form 8-K dated July 10, 2002, incorporated herein by
reference).
4.10 Certificate of Designations, Preferences and Rights of 8.5% Cumulative
Convertible Preferred Stock, Series C filed with the Delaware Secretary
of State on July 10, 2002 (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
4.11 Certificate of Designations, Preferences and Rights of 8.75% Cumulative
Redeemable Preferred Stock, Series D filed with the Delaware Secretary
of State on July 10, 2002 (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
4.12 Certificate of Designations, Preferences and Rights of 8.95% Cumulative
Redeemable Preferred Stock, Series E filed with the Delaware Secretary
of State on July 10, 2002 (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
4.13 Certificate of Designations, Preferences and Rights of 8.75% Cumulative
Redeemable Preferred Stock, Series F filed with the Delaware Secretary
of State on July 10, 2002 (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
4.14 Certificate of Designations, Preferences and Rights of 8.95% Cumulative
Redeemable Preferred Stock, Series G filed with the Delaware Secretary
of State on April 17, 2002 (previously filed with the Delaware
Secretary of State as an exhibit to the Company's Quarterly Report on
Form 10-Q dated May 10, 2002, incorporated herein by reference).
4.15 Certificate of Correction of Certificate of Designations, Preferences
and Rights of 8.95% Cumulative Redeemable Preferred Stock, Series G
filed with the Delaware Secretary of State on April 29, 2002
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated July 24, 2002, incorporated herein by reference).
4.16 Certificate of Designations, Preferences and Rights of 7% Cumulative
Convertible Preferred Stock, Series H filed with the Delaware Secretary
of State on November 27, 2002 (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
2002, incorporated herein by reference).
4.17 Redemption Rights Agreement dated April 2, 1998, among the Operating
Partnership, the Company and Southwest Properties Venture (previously
filed as an exhibit to the Company's current report on Form 8-K dated
May 26, 1998, incorporated herein by reference).
4.18 Indenture and Servicing Agreement dated as of November 25, 1997, among
the Issuers named therein, LaSalle National Bank, as Trustee, and
Midland Loan Services, L.P., as Servicer (the "Indenture Agreement")
(previously filed as an exhibit to the Company's current report on Form
8-K/A dated June 2, 1998, incorporated herein by reference).
4.19 Form of Note pursuant to the Indenture Agreement (previously filed as
an exhibit to the Company's current report on Form 8-K/A dated June 2,
1998, incorporated herein by reference).
4.20 Mortgage, Deed of Trust, Security Agreement, Assignment of Leases and
Rents, Fixture Filing and Financing Statement, dated and effective as
of November 25, 1997, among the Issuers, the Trustee and the Deed
Trustees named therein (previously filed as an exhibit to the Company's
current report on
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GENERAL GROWTH PROPERTIES, INC.
Form 8-K/A dated June 2, 1998, incorporated herein by reference).
4.21 Rights Agreement, dated November 18, 1998, between the Company 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 an
exhibit to the Company's current report on Form 8-K, dated November 18,
1998, incorporated herein by reference).
4.22 First Amendment to Rights Agreement, dated as of November 10, 1999,
between the Company and Norwest Bank Minnesota, N.A. (previously filed
as an exhibit to the Company's Current Report on Form 8-K, dated
November 23, 1999, incorporated herein by reference).
4.23 Second Amendment to Rights Agreement, dated as of December 31, 2001,
between the Company and Mellon Investor Services, LLC, successor to
Norwest Bank Minnesota, N.A. (previously filed as an exhibit to the
Company's Registration Statement on Form S-3 (No. 333-82134) dated
February 5, 2002, incorporated herein by reference).
4.24 Form of Common Stock Certificate.
4.25 Letter Agreement concerning Rights Agreement, dated November 10, 1999,
between the Operating Partnership and NYSCRF (previously filed as an
exhibit to the Company's Current Report on Form 8-K, dated November 23,
1999, incorporated herein by reference).
10.1 Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, dated April 1, 1998 (previously filed as an
exhibit to the Company's current report on Form 10-Q dated May 14,
1998, as amended May 21, 1998, incorporated herein by reference).
10.2 First Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of June 10, 1998
(previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by
reference).
10.3 Second Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of June 29, 1998
(previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by
reference).
10.4 Third Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of February 15, 2002
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated July 10, 2002, incorporated herein by reference).
10.5 Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of April 24, 2002
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated July 10, 2002, incorporated herein by reference).
10.6 Fourth Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of July 10, 2002
(previously filed as an exhibit to the Company's Current Report on Form
8-K dated July 10, 2002, incorporated herein by reference).
10.7 Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of November 27, 2002
(previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by
reference).
10.8 Sixth Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, and Exhibit A to the
Amendment, dated as of November 20, 2003.
10.9 Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, and Exhibit A to the
Amendment, dated as of December 11, 2003.
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GENERAL GROWTH PROPERTIES, INC.
10.10 Rights Agreement, dated July 27, 1993, between the Company and certain
other parties named therein (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, incorporated herein by reference).
10.11 Amendment to Rights Agreement, dated as of February 1, 2000, between
the Company and certain other parties named therein.
10.12 General Growth Properties, Inc. 1993 Stock Incentive Plan, as amended
(previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (No. 333-28449) dated June 3, 1997, incorporated herein by
reference).
10.13 Amendment to 1993 Stock Incentive Plan, dated May 8, 2001, as amended
(previously filed as an exhibit to the Company's Current Report on Form
8-K, dated August 30, 2001, incorporated herein by reference).
10.14 Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall Investment L.P. and M.
Bucksbaum Company (previously filed as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-56640), incorporated herein
by reference).
10.15 Form of Registration Rights Agreement, dated April 15, 1993, between
the Company, Martin Bucksbaum, Matthew Bucksbaum and the other parties
named therein (previously filed as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-56640), incorporated herein
by reference).
10.16 Amendment to Registration Rights Agreement, dated February 1, 2000,
between the Company and certain other parties named therein.
10.17 Form of Registration Rights Agreement between the Company, Chase
Manhattan Bank, as trustee for the IBM Retirement Plan and WFA Growth
Realty Associates Limited Partnership (previously filed as an exhibit
to the Company's Registration Statement on Form S-11 (No. 33-56640),
incorporated herein by reference).
10.18 Form of Incidental Registration Rights Agreement between the Company,
the Equitable Life Assurance Society of the United States, Frank
Russell Trust Company Commingled Employee Benefit Trust Real Estate
Equity Fund and WFC Management Corporation (previously filed as an
exhibit to the Company's Registration Statement on Form S-11 (No.
33-56640), incorporated herein by reference).
10.19 Form of Letter Agreements restricting sale of certain shares of Common
Stock (previously filed as an exhibit to the Company's Registration
Statement on Form S-11 (No. 33-56640), incorporated herein by
reference).
10.20* Letter Agreement dated October 14, 1993, between the Company and
Bernard Freibaum (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated herein by reference).
10.21* Form of Option Agreement between the Company and certain Executive
Officers (previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, incorporated herein
by reference).
10.22* General Growth Properties, Inc. 1998 Incentive Stock Plan (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, incorporated herein by reference).
10.23* Amendment to General Growth Properties, Inc. 1998 Incentive Stock Plan,
dated May 9, 2000 (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q dated August 13, 2001, incorporated
herein by reference).
10.24* General Growth Properties, Inc. 2003 Incentive Stock Plan (previously
filed as an exhibit to the
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GENERAL GROWTH PROPERTIES, INC.
Company's Registration Statement (333-105882) on Form S-8 dated June 6,
2003, incorporated herein by reference)
10.25 Second Amended and Restated Operating Agreement of GGPLP L.L.C., dated
April 17, 2002 (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q dated May 10, 2002, incorporated herein
by reference).
10.26 First Amendment to the Second Amended and Restated Operating Agreement
of GGPLP L.L.C., dated April 23, 2002 (previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q dated May 10, 2002,
incorporated herein by reference).
10.27 Second Amendment to the Second Amended and Restated Operating Agreement
of GGPLP L.L.C., dated May 13, 2002 (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q dated August 13, 2002,
incorporated herein by reference).
10.28 Third Amendment to the Second Amended and Restated Operating Agreement
of GGPLP L.L.C., dated October 30, 2002 (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended December
31, 2002, incorporated herein by reference).
10.29 Fourth Amendment to the Second Amended and Restated Operating Agreement
of GGPLP L.L.C., dated April 7, 2003 (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q dated May 9, 2003,
incorporated herein by reference).
10.30 Fifth Amendment to the Second Amended and Restated Operating Agreement
of GGPLP L.L.C., dated April 11, 2003 (previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q dated May 9, 2003,
incorporated herein by reference).
10.31 Registration Rights Agreement dated May 25, 2000 between the Company
and Goldman Sachs 2000 Exchange Place Fund, L.P. (previously filed as
an exhibit to the Company's Quarterly Report on Form 10-Q dated August
9, 2000, incorporated herein by reference).
10.32 Registration Rights Agreement, dated April 17, 2002, between the
Company and GSEP 2002 Realty Corp. (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q dated May 10, 2002,
incorporated herein by reference).
10.33 Agreement and Plan of Merger among the Company, the Operating
Partnership, GGP Acquisition, L.L.C., GGP Acquisition II, L.L.C., JP
Realty, Inc., and Price Development Company, Limited Partnership, dated
as of March 3, 2002 (previously filed as an exhibit to the Company's
Current Report on Form 8-K dated March 3, 2002, incorporated herein by
reference).
10.34 Voting Agreement, dated as of March 3, 2002 (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated March 3,
2002, incorporated herein by reference).
10.35 Joinder to Voting Agreement, dated as of June 14, 2002 (previously
filed as an exhibit to the Company's Current Report on Form 8-K dated
July 10, 2002, incorporated herein by reference).
10.36 Redemption Rights Agreement (Common Units), dated July 10, 2002, by and
among the Operating Partnership, the Company and the persons listed on
the signature pages thereof (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated July 10, 2002, incorporated
herein by reference).
10.37 Redemption Rights Agreement (Series B Preferred Units), dated July 10,
2002, by and among the Operating Partnership, the Company and the
persons listed on the signature pages thereof (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated July 10,
2002, incorporated herein by reference).
10.38 Redemption Rights Agreement (Series C Preferred Units), dated November
27, 2002, by and among the Operating Partnership, the Company and JSG,
LLC (previously filed as an exhibit to the Company's
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GENERAL GROWTH PROPERTIES, INC.
Annual Report on Form 10-K for the year ended December 31, 2002,
incorporated herein by reference).
10.39 Redemption Rights Agreement (Common Units), dated November 27, 2002, by
and among the Operating Partnership, the Company and JSG, LLC
(previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2002, incorporated herein by
reference).
10.40 Revolving and Term Credit Agreement, dated as of April 16, 2003,
executed among the Operating Partnership, GGPLP L.L.C., Eurohypo AG,
New York Branch and each of the Initial Lenders named therein
(previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q dated August 11, 2003, incorporated herein by reference).
10.41 Guaranty dated as of April 16, 2003, executed by the Company and the
Operating Partnership, jointly and severally, as Guarantor (previously
filed as an exhibit to the Company's Quarterly Report on Form 10-Q
dated August 11, 2003, incorporated herein by reference).
10.42 Redemption Rights Agreement, dated October 21, 1998, among the
Operating Partnership, the Company and the persons listed on the
signature pages thereof (previously filed as an exhibit to the
Company's Current Report on Form 8-K dated November 13, 1998,
incorporated herein by reference).
10.43 Redemption Rights Agreement, dated July 21, 1998, among the Operating
Partnership, the Company, Nashland Associates, a Tennessee general
partnership, and HRE Altamonte, Inc., a Delaware corporation
(previously filed as an exhibit to the Company's Current Report on Form
8-K/A dated October 2, 1998, incorporated herein by reference).
10.44 Redemption Rights Agreement, dated December 11, 2003, by and among the
Operating Partnership, the Company and Everitt Enterprises, Inc.
21 List of Subsidiaries of the Company.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002-John Bucksbaum.
31.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002-Bernard Freibaum.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002- John Bucksbaum.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002-Bernard Freibaum.
* A Compensatory plan or arrangement required to be filed.
S-7