e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2007
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission
File Number 1-11656
GENERAL GROWTH PROPERTIES,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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42-1283895
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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110 N. Wacker Dr.,
Chicago, IL
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60606
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(Address of principal executive
offices)
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(Zip Code)
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(312)
960-5000
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. YES þ NO o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. YES o NO þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. YES þ NO o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer o
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Smaller reporting
Company o
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(Do
not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). YES o NO þ
On June 29, 2007, the last business day of the
registrants most recently completed second quarter, the
aggregate market value of the shares of common stock held by
non-affiliates of the registrant was approximately
$11.385 billion based upon the closing price of the common
stock on the New York Stock Exchange composite tape on such date.
As of February 22, 2008, there were 243,937,426 shares
of the registrants common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual stockholders
meeting to be held on May 13, 2008 are incorporated by
reference into Part III.
GENERAL
GROWTH PROPERTIES, INC.
Annual Report on
Form 10-K
December 31, 2007
TABLE OF CONTENTS
i
PART I
All references to numbered Notes are to specific footnotes to
the Consolidated Financial Statements of General Growth
Properties, Inc. (GGP or the Company) as
included in this Annual Report on
Form 10-K
(Annual Report). 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. The terms we, us and
our may also be used to refer to GGP and its
subsidiaries. See also the Glossary at the end of Item 7,
Managements Discussion and Analysis of Financial Condition
and Results of Operations, for definitions of selected terms
used in this Annual Report.
Overview
GGP is a self-administered and self-managed real estate
investment trust, referred to as a REIT. GGP is a
Delaware corporation and was organized in 1986.
Our business is focused in two main areas:
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Retail and Other. includes the operation,
development and management of retail and other rental property,
primarily shopping centers
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Master Planned Communities. includes the
development and sale of land, primarily in large-scale,
long-term community development projects in and around Columbia,
Maryland; Summerlin, Nevada; and Houston, Texas
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Substantially all of our business is conducted through GGP
Limited Partnership (the Operating Partnership or
GGPLP). We own one hundred percent of many of our
properties and a majority or controlling interest of certain
others. As a result, these properties are consolidated under
generally accepted accounting principles (GAAP) and
we refer to them as the Consolidated Properties.
Some properties are held through joint venture entities in which
we own a non-controlling interest (Unconsolidated Real
Estate Affiliates) and we refer to those properties as the
Unconsolidated Properties. Collectively, we refer to
the Consolidated Properties and Unconsolidated Properties as our
Company Portfolio.
We generally make all key strategic decisions for our
Consolidated Properties. However, in connection with the
Unconsolidated Properties, such strategic decisions are made
with the respective stockholders, members or joint venture
partners. We are also the asset manager for most of the Company
Portfolio, executing the strategic decisions and overseeing the
day-to-day
property management functions, including operations, leasing,
construction management, maintenance, accounting, marketing and
promotional services. With respect to jointly owned properties,
we generally conduct the management activities through one of
our taxable REIT subsidiaries (TRS). As of
December 31, 2007, we managed the properties for 19 of our
unconsolidated joint ventures and 11 of our consolidated joint
ventures. Our joint venture partners or other third parties
managed 12 of our unconsolidated joint ventures and one of our
consolidated joint ventures.
On July 6, 2007, we acquired the fifty percent interest
owned by New York State Common Retirement Fund
(NYSCRF) in the GGP/Homart I portfolio of 19
regional shopping malls, one community center and three regional
shopping malls owned with joint venture partners pursuant to an
election by NYSCRF to exercise its exchange right with respect
to its ownership in GGP/Homart I (the Homart I
acquisition Note 3). As a result of the
purchase, we acquired 100% control of 20 of the 23 properties
formerly held by GGP/Homart I and such properties have been
fully consolidated into our operations as of the purchase date.
The remaining three properties were unconsolidated with respect
to GGP/Homart I and, accordingly, are now unconsolidated with
respect to the Company.
1
General
Development of Business
Prior to the acquisition of The Rouse Company (the TRC
Merger) in November 2004, acquisitions had been a key
contributor to our growth. Since 2005, with the exception of the
Homart I acquisition, acquisitions have been minimal and our
operational focus has been on the following:
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Development projects, including new development and
redevelopment and expansion of existing properties. In September
2007, we opened Natick Collection in Natick, Massachusetts.
Natick Collection, which is the largest mall in New England, is
anchored by Nordstrom, Neiman Marcus, JC Penney,
Lord & Taylor, Macys and Sears and includes
retail, dining and recreation. Additionally, we opened The Shops
at Fallen Timbers in Maumee, Ohio in October 2007. This open-air
center includes approximately one million square feet of retail,
dining and entertainment space. Anchors include Dillards,
JC Penney, Barnes and Noble and a multi-screen theater. In
November 2007, we opened Park West in Peoria, Arizona. This
open-air shopping, dining and entertainment center is anchored
by a 16-screen Harkins Theatre. During 2007, including Natick
Collection, The Shops at Fallen Timbers and Park West, we
completed 39 projects with total costs of more than
$1.16 billion. Unlike prior years when our developments
consisted almost exclusively of traditional shopping malls, our
current development activity includes alternative uses and
densification. Certain of our current developments include
residential and hotel space. Development expenditures, including
new developments, redevelopments and expansions were
approximately $790 million in 2007 and are expected to
approximate $2.10 billion in 2008 through 2011.
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Increasing net operating income (NOI) at our
existing retail operations through proactive property management
and leasing and through operating cost reductions. Specific
actions to increase productivity of our properties have included
changing the tenant mix, increasing alternative sources of
revenue and integrating new retail formats such as power,
lifestyle and mixed use centers.
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Increasing our international focus, which includes both
attracting international retailers into our existing domestic
centers and investing in retail properties overseas. At
December 31, 2007, we had investments of approximately
$237.1 million relating to our joint ventures in Brazil,
Turkey and Costa Rica. During 2007 we opened Espark in
Eskisehir, Turkey, Bangu Shopping in Rio de Janeiro, Brazil and
Santana Parque Shopping in Sao Paulo, Brazil. Our joint venture
in Brazil have ownership interests in ten operating retail
centers, one third-party management company, and four retail
centers under development and our joint ventures in Turkey own a
third party management company, one operating retail center and
two retail centers under development.
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Management and refinancing of our current debt.
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Financial
Information About Industry Segments
Reference is made to Note 16 for information regarding our
segments.
Narrative
Description of Business
Retail
and Other Segment
Our Retail and Other segment consists of retail centers, office
and industrial buildings and mixed-use and other properties.
Retail
Portfolio
The Retail Portfolio is comprised primarily of regional shopping
centers, but also includes festival market places, urban
mixed-use centers and strip/community centers. Most of our
shopping centers are strategically located in major and middle
markets where they have strong competitive positions. Most of
these properties contain at least one major department store as
an Anchor. As of December 31, 2007, we had ownership
interest in or management responsibility for a portfolio of over
200 regional shopping malls in 45 states. We also own
non-controlling interests in various international joint
ventures in Brazil, Turkey and Costa Rica. We believe the Retail
Portfolios geographic diversification should mitigate the
effects of regional economic conditions and local factors.
A detailed listing of the principal properties in our Retail
Portfolio is included in Item 2 of this Annual Report.
2
The majority of the income from the properties in the Retail
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 its 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, the majority of which is earned in the fourth quarter.
Our leases include both a base rent component and a component
which requires tenants to pay amounts related to all, or
substantially all, of their share of real estate taxes and
certain property operating expenses, including common area
maintenance and insurance. The portion of these leases
attributable to real estate tax and operating expense recoveries
are recorded as Tenant recoveries.
The following table reflects retail tenant representation by
category for the domestic Consolidated Properties as of
December 31, 2007. In general, similar percentages existed
for the Unconsolidated Properties.
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Category
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% of Square Feet
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Representative Tenants
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Specialty (includes personal services)
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22
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%
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Lenscrafters, Mastercuts, Mia & Maxx, Pearl Vision, The
Picture People, Regis
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Family Apparel (includes unisex)
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15
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Aerie, Banana Republic, Eddie Bauer, Express, Gap, J. Crew,
Lululemon, Athletica, MW Tux, Old Navy, S & K Menswear
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Womens Apparel
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13
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Ann Taylor, bebe, Chicos, Christopher & Banks,
Coldwater Creek, H&M, J. Jill, Lane Bryant, Lucy, New York
& Co., Talbots, Victorias Secret
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Teen Apparel
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11
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Abercrombie & Fitch, Aeropostale, American Eagle Forever
21, Hollister & Co., Hot Topic, Limited Too, Pac Sun, Zumiez
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Shoes
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8
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Aldo, Champs, Easy Spirit, Finish Line, FootLocker,
Journeys, Nine West, Payless Shoesource, Shoe Dept.
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Restaurants
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7
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Applebees, Cheesecake Factory, Maggianos, Panera
Bread, PF Changs, Red Robin, Ruby Tuesday, TGI
Fridays
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Home Entertainment and Electronics
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4
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Apple Computer, Brookstone, EB Games, FYE, Gamestop, Radio
Shack, Ritz Camera, Suncoast
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Home Furnishings
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4
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Crate & Barrel, Kirklands, Pottery Barn, Select
Comfort, Williams-Sonoma, Z Gallerie
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Sporting Goods
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3
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Dicks Sporting Goods, Hibbetts, MC Sports, Pro
Image, Scheels All Sports
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Gifts (includes stationery, cards, gifts and novelty)
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3
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Carlton Cards, Hallmark, Papyrus, Spencer Gifts, Things
Remembered, Yankee Candle
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Jewelry
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2
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Bailey, Banks, & Biddle, Ben Bridge Jewelers, Helzberg
Diamonds, Kay Jewelers, Piercing Pagoda, Whitehall Co.
Jewellers, Zales Jewelers
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Childrens Merchandise
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2
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Abercrombie Kids, Build-A-Bear Workshop, Childrens Place,
Club Libby Lu, Gap Kids, Gymboree, Janie & Jack, Stride Rite
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Fast Food/Food Court
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2
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Arbys, Auntie Annes, Chick-Fil-A, McDonalds,
Sbarro, Subway, Taco Bell
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3
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Category
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% of Square Feet
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Representative Tenants
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Personal Care
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2
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Aveda, Bath & Body Works, Bare Essentials, Crabtree &
Evelyn, M.A.C., LOccitane, Origins, Sephora, Trade Secret
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Specialty Food (includes health, candy and coffee)
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2
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Gloria Jeans Gourmet Coffee, GNC, Godiva Chocolatier,
Rocky Mountain Chocolate Factory, Starbucks, Teavana, Vitamin
World
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TOTAL
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100
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%
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As of December 31, 2007, our largest tenant (based on
common parent ownership) accounted for approximately 4% of
consolidated rents.
Other
Office, Industrial and Mixed-Use Buildings
Office and other properties are located primarily in the
Baltimore/Washington, D.C. and Las Vegas markets or are
components of large-scale mixed-use properties (which include
retail, parking and other uses) located in other urban markets.
Including properties adjacent to our retail centers, we own
approximately eight million square feet of leasable office and
industrial space.
Master
Planned Communities Segment
The Master Planned Communities segment is comprised primarily of
the following large-scale, long-term community development
projects:
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As of December 31, 2007
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Total
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Remaining
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Gross
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Saleable
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Project
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Location
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Acres(1)
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Acres(2)
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Maryland communities(3)
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Baltimore and Prince Georges County, Maryland/Washington
D.C. corridor
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19,100
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588
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Summerlin
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Northwest of Las Vegas, Nevada
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22,500
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7,682
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Bridgeland
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Western Houston, Texas
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11,400
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7,287
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Woodlands(4)
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Houston, Texas
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28,400
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2,571
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Total Gross Acres encompasses all of the land located within the
borders of the Master Planned Community, including parcels
already sold, saleable parcels and non-saleable areas, such as
roads, parks and recreation and conservation areas. |
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Remaining Saleable Acres includes only parcels that are intended
for sale. Remaining saleable acres is likely to change over time
as the master plan for a particular project is developed over
time. |
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Maryland communities includes Columbia and Fairwood. |
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We own 52.5% of Woodlands. Total gross acres and remaining
saleable acres represent 100% of the project. |
We develop and sell land in these communities to builders and
other developers for residential, commercial and other uses.
Additionally, certain saleable land within these properties may
be transferred to our Retail and Other segment to be developed
as commercial properties for either our own use or to be
operated as investment rental property. Finally, our one
residential condominium project under construction has been
reflected within this segment.
Other
Business Information
Competition
The nature and extent of the competition we face varies from
property to property within each segment of our business. In our
Retail and Other segment, our direct competitors include other
publicly-traded retail mall
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development and operating companies, retail real estate
companies, commercial property developers and other owners of
retail real estate that engage in similar businesses.
Within our Retail Portfolio, we compete for retail tenants. We
believe the principal factors that retailers consider in making
their leasing decision include:
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Consumer demographics
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Quality, design and location of properties
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Total number and geographic distribution of properties
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Diversity of retailers and anchor tenants at shopping center
locations
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Management and operational expertise
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Rental rates
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Based on these criteria, we believe that the size and scope of
our property portfolio, as well as the overall quality and
attractiveness of our individual properties, enable us to
compete effectively for retail tenants in our local markets.
Because our revenue potential is linked to the success of our
retailers, we indirectly share exposure to the same competitive
factors that our retail tenants experience in their respective
markets when trying to attract individual shoppers. These
dynamics include general competition from other regional
shopping centers, including outlet malls and other discount
shopping centers, as well as competition with discount shopping
clubs, catalog companies, internet sales and telemarketing.
We also compete to acquire land for new site development and to
acquire existing retail properties. We believe that we have a
competitive advantage with respect to acquisitions for the
following reasons:
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Subject to certain limitations, the funds necessary for cash
acquisitions are available to us from a combination of sources,
including mortgage or unsecured financing, joint venture equity,
the issuance of company level public or private debt, equity or
hybrid securities.
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We have the flexibility to pay for an acquisition with a
combination of cash, GGP equity securities or common or
preferred units of limited partnership interest in the Operating
Partnership. This last approach may create the opportunity for a
tax-advantaged transaction for the seller.
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Our expertise allows us to evaluate proposed acquisitions of
existing retail properties for their increased profit potential
through expansion, remodeling, re-merchandising and more
efficient management of the property.
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With respect to our office and other properties, we experience
competition in the development and management of our properties
similar to that of our Retail Portfolio. Prospective tenants
generally consider quality and appearance, amenities, location
relative to other commercial activity and price in determining
the attractiveness of our properties. Based on the quality and
location of our properties, which are generally in urban markets
or are concentrated in the commercial centers of our master
planned communities, we believe that our properties are viewed
favorably among prospective tenants.
In our Master Planned Communities segment, we compete with other
landholders and residential and commercial property developers
in the development of properties within the
Baltimore/Washington, D.C., Las Vegas and Houston markets.
Significant factors affecting our competition in this business
include:
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The size and scope of our master planned communities
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The recreational and cultural amenities available within the
communities
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The commercial centers in the communities
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Our relationships with homebuilders
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The proximity to major metropolitan areas
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We believe our projects offer significant advantages when viewed
against these criteria.
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
5
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
owners ability to sell such real estate or to borrow using
such real estate as collateral. In connection with our ownership
and operation of our properties, we, or the relevant joint
venture through which the property is owned, may be potentially
liable for such costs.
Substantially all of our properties have been subject to Phase I
environmental assessments, which are intended to evaluate the
environmental condition of the surveyed and surrounding
properties. The Phase I environmental 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. A Phase II
assessment, when necessary, 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 we believe would have
a material effect on our overall business, financial condition
or results of operations. Nevertheless, it is possible that
these assessments do not reveal all environmental liabilities or
that there are material environmental liabilities of which we
are unaware. Moreover, no assurances can be given that future
laws, ordinances or regulations will not impose any material
environmental liability or the current environmental condition
of our properties will not be adversely affected by tenants and
occupants of the properties, by the condition of properties in
the vicinity of our properties (such as the presence on such
properties of underground storage tanks) or by third parties
unrelated to us.
Future development opportunities may require additional capital
and other expenditures in order to comply with Federal, state
and local statutes and regulations relating to the protection of
the environment. We cannot predict with any certainty the
magnitude of any such expenditures or the long-range effect, if
any, on our operations. Compliance with such laws has had no
material adverse effect on our operating results or competitive
position in the past.
Employees
As of February 18, 2008, we had approximately
4,200 employees.
Qualification
as a Real Estate Investment Trust and Taxability of
Distributions
GGP 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 we contemplate, such qualification
continues, GGP will not be subject to Federal tax on its real
estate investment trust taxable income. During 2007, GGP met its
distribution requirements to its common stockholders as provided
for in Section 857 of the Code.
Available
Information
Our Internet website address is www.ggp.com. Our Annual
Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and amendments to those reports are available and may be
accessed free of charge through the Investment section of our
Internet website under the Shareholder Info subsection, as soon
as reasonably practicable after those documents are filed with,
or furnished to, the SEC. Our Internet website and information
contained therein or connected thereto are not intended to be
incorporated into this Annual Report.
6
Risks
Related to Real Estate Investments
We
invest primarily in regional shopping centers and other
properties, which are subject to a number of significant risks
which are beyond our control
Real property investments are subject to varying degrees of risk
that may affect the ability of our properties to generate
sufficient revenues. A number of factors may decrease the income
generated by a retail property, including:
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The regional and local economy, which may be negatively impacted
by plant closings, industry slowdowns, adverse weather
conditions, natural disasters and other factors
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Local real estate conditions, such as an oversupply of, or a
reduction in demand for, retail space or retail goods, and the
availability and creditworthiness of current and prospective
tenants
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Perceptions by retailers or shoppers of the safety, convenience
and attractiveness of the retail property
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The convenience and quality of competing retail properties and
other retailing options such as the internet
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Changes in laws and regulations applicable to real property,
including tax and zoning laws
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Changes in interest rate levels and the availability and cost of
financing
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Our Master Planned Communities are also affected by some of the
above factors, as well as the significant weakening of the
housing market which began in 2007 and is expected to continue
in 2008.
If we are unable to generate sufficient revenue from our
properties, including those held by joint ventures, we will be
unable to meet operating and other expenses, including debt
service, lease payments, capital expenditures and tenant
improvements, and to make distributions from our joint ventures
and then, in turn, to our stockholders.
We
depend on leasing space to tenants on economically favorable
terms and collecting rent from these tenants, who may not be
able to pay
Our results of operations will depend on our ability to continue
to lease space in our properties on economically favorable
terms. If the sales of stores operating in our centers decline
sufficiently, tenants might be unable to pay their existing
minimum rents or expense recovery charges, since these rents and
charges would represent a higher percentage of their sales. If
our tenants sales decline, new tenants would be less
likely to be willing to pay minimum rents as high as they would
otherwise pay. In addition, as substantially all of our income
is derived from rentals of real property, our income and cash
available for distribution to our stockholders would be
adversely affected if a significant number of tenants were
unable to meet their obligations to us. During times of economic
recession, these risks will increase.
Bankruptcy
or store closures of tenants may decrease our revenues and
available cash
Our leases generally do not contain provisions designed to
ensure the creditworthiness of the tenant, and a number of
companies in the retail industry, including some of our tenants,
have declared bankruptcy or voluntarily closed certain of their
stores in recent years. The bankruptcy or closure of a major
tenant, particularly an Anchor tenant, may have a material
adverse effect on the retail properties affected and the income
produced by these properties and may make it substantially more
difficult to lease the remainder of the affected retail
properties. As a result, the bankruptcy or closure of a major
tenant and potential additional closures as a result of
co-tenancy requirements could result in a lower level of
revenues and cash available for distribution to our stockholders.
We may
be negatively impacted by department store consolidations and
declines in the sales productivity of department
stores
Department store consolidations, such as Federateds
acquisition of May Department Stores and the break up of Saks
Holdings, Inc., as well as declining sales productivity in
certain instances, are resulting in the closure of existing
department stores and we may be unable to re-lease this area or
to re-lease it on comparable or more favorable terms. Other
tenants may be entitled to modify the terms of their existing
leases, including those
7
pertaining to rent payment, in the event of such closures.
Additionally, department store closures could result in
decreased customer traffic which could lead to decreased sales
at other stores. Consolidations may also negatively affect
current and future development and redevelopment projects.
It may
be difficult to buy and sell real estate quickly, and transfer
restrictions apply to some of our properties
Equity real estate investments are relatively illiquid, and this
characteristic tends to limit our ability to vary our portfolio
promptly in response to changes in economic or other conditions.
In addition, significant expenditures associated with each
equity investment, such as mortgage payments, real estate taxes
and maintenance costs, are generally not reduced when
circumstances cause a reduction in income from the investment.
If income from a property declines while the related expenses do
not decline, our income and cash available for distribution to
our stockholders would be adversely affected. A significant
portion of our properties are mortgaged to secure payment of
indebtedness, and if we were unable to meet our mortgage
payments, we could lose money as a result of foreclosure on the
properties by the various mortgagees. In addition, if it becomes
necessary or desirable for us to dispose of one or more of the
mortgaged properties, we might not be able to obtain a release
of the lien on the mortgaged property without payment of the
associated debt. The foreclosure of a mortgage on a property or
inability to sell a property could adversely affect the level of
cash available for distribution to our stockholders. In certain
transactions, if persons selling properties to us wish to defer
the payment of taxes on the sales proceeds, we are likely to pay
them in units of limited partnership interest in the Operating
Partnership. In transactions of this kind, we may also agree,
subject to certain exceptions, not to sell the acquired
properties for significant periods of time.
Risks
Related to Our Business
We
develop and expand properties, and this activity is subject to
various risks
We intend to continue to pursue development and expansion
activities as opportunities arise. In connection with any
development or expansion, we will be subject to various risks,
including the following:
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We may abandon development or expansion activities already under
way, which may result in additional cost recognition
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Construction costs of a project may exceed original estimates or
available financing, possibly making the project unfeasible or
unprofitable
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We may not be able to obtain financing or refinance construction
loans, which generally have full recourse to us
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We may not be able to obtain zoning, occupancy or other required
governmental permits and authorizations
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Occupancy rates and rents at a completed project may not meet
projections and, therefore, the project may not be profitable
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We may not be able to obtain Anchor, mortgage lender and
property partner approvals, if applicable, for expansion or
redevelopment activities
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If a development project is unsuccessful, our investment in the
project may not be fully recoverable from future operations or
sale.
We may
incur costs to comply with environmental laws
Under various federal, state or local laws, ordinances and
regulations, a current or previous owner or operator of real
estate may be required to investigate and clean up hazardous or
toxic substances released at a property, and may be held liable
to a governmental entity or to third parties for property damage
or personal injuries and for investigation and
clean-up
costs incurred by the parties in connection with the
contamination. These laws often impose liability without regard
to whether the owner or operator knew of, or was responsible
for, the release of the hazardous or toxic substances. The
presence of contamination or the failure to remediate
contamination may adversely affect the owners ability to
sell or lease real estate or to borrow using the real estate as
collateral. Other federal, state and local
8
laws, ordinances and regulations require abatement or removal of
asbestos-containing materials in the event of demolition or
certain renovations or remodeling, the cost of which may be
substantial for some of our redevelopments and also govern
emissions of and exposure to asbestos fibers in the air. Federal
and state laws also regulate the operation and removal of
underground storage tanks. In connection with the ownership,
operation and management of our properties, we could be held
liable for the costs of remedial action with respect to these
regulated substances or tanks or related claims.
Our properties have been subjected to varying degrees of
environmental assessment at various times. However, the
identification of new areas of contamination, a change in the
extent or known scope of contamination or changes in cleanup
requirements could result in significant costs to us.
We are
in a competitive business
There are numerous shopping facilities that compete with our
properties in attracting retailers to lease space. In addition,
retailers at our properties face continued competition from
retailers at other regional shopping centers, including outlet
malls and other discount shopping centers, discount shopping
clubs, catalog companies, internet sales and telemarketing.
Competition of this type could adversely affect our revenues and
cash available for distribution to our stockholders.
We compete with other major real estate investors with
significant capital for attractive investment opportunities.
These competitors include other REITs, investment banking firms
and private institutional investors. This competition may impair
our ability to make suitable property acquisitions on favorable
terms in the future.
Some
of our properties are subject to potential natural or other
disasters
A number of our properties are located in areas which are
subject to natural disasters. For example, two of our
properties, located in the New Orleans area, suffered major
hurricane
and/or
vandalism damage in 2005. It is uncertain as to whether the New
Orleans area will recover to its prior economic strength. In
addition, many of our properties are located in coastal regions,
and would therefore be effected by any future increases in sea
levels or in the frequency or severity of hurricanes and
tropical storms, whether such increases are caused by global
climate changes or other factors.
Possible
terrorist activity or other acts of violence could adversely
affect our financial condition and results of
operations
Future terrorist attacks in the United States, and other acts of
violence, including terrorism or war, might result in declining
economic activity, which could harm the demand for goods and
services offered by our tenants and the value of our properties
and might adversely affect the value of an investment in our
securities. A decrease in retail demand could make it difficult
for us to renew or re-lease our properties at lease rates equal
to or above historical rates. Terrorist activities or violence
also could directly affect the value of our properties through
damage, destruction or loss, and the availability of insurance
for such acts, or of insurance generally, might be lower, or
cost more, which could increase our operating expenses and
adversely affect our financial condition and results of
operations. To the extent that our tenants are affected by
future attacks, their businesses similarly could be adversely
affected, including their ability to continue to meet
obligations under their existing leases. These acts might erode
business and consumer confidence and spending, and might result
in increased volatility in national and international financial
markets and economies. Any one of these events might decrease
demand for real estate, decrease or delay the occupancy of our
new or redeveloped properties, and limit our access to capital
or increase our cost of raising capital.
Some
potential losses are not insured
We carry comprehensive liability, fire, flood, earthquake,
terrorism, extended coverage and rental loss insurance on all of
our properties. We believe the policy specifications and insured
limits of these policies are adequate and appropriate. There
are, however, some types of losses, including lease and other
contract claims, which generally are not insured. If an
uninsured loss or a loss in excess of insured limits occurs, we
could lose all or a portion of the
9
capital we have invested in a property, as well as the
anticipated future revenue from the property. If this happens,
we might nevertheless remain obligated for any mortgage debt or
other financial obligations related to the property.
Inflation
may adversely affect our financial condition and results of
operations
Should inflation increase in the future, we may experience any
or all of the following:
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Decreasing tenant sales as a result of decreased consumer
spending which could result in lower overage rents
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Difficulty in replacing or renewing expiring leases with new
leases at higher base
and/or
overage rents
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An inability to receive reimbursement from our tenants for their
share of certain operating expenses, including common area
maintenance, real estate taxes and insurance
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Inflation also poses a potential threat to us due to the
probability of future increases in interest rates. Such
increases would adversely impact us due to our outstanding
variable-rate debt as well as result in higher interest rates on
new fixed-rate debt.
We
have certain ownership interests outside the United States which
may increase in relative significance over time
We hold interests in joint venture properties in Brazil, Turkey
and Costa Rica. We expect to pursue additional expansion
opportunities outside the United States. International
development and ownership activities carry additional risks that
are different from those we face with our domestic properties
and operations. These additional risks include:
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Difficulties in managing international operations
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Changes in foreign political environments, regionally,
nationally, and locally
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Challenges of complying with a wide variety of foreign laws
including corporate governance, operations, taxes and litigation
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Differing lending practices
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Differences in cultures
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Adverse effects of changes in exchange rates for foreign
currencies
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Changes in applicable laws and regulations in the United States
that affect foreign operations
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Obstacles to the repatriation of earnings and cash
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Although our international activities currently are a relatively
small portion of our business (international properties
represented less than 1% of the NOI of all of our properties in
2007), to the extent that we expand our international
activities, these additional risks could increase in
significance and adversely affect our results of operations and
financial condition.
Risks
Related to our Organizational and Financial Structure that Give
Rise to Operational and Financial Risks
In
order to maintain our status as a REIT, we must satisfy certain
requirements which reduce the amount of cash available to grow
our business or service our indebtedness
One of the requirements of the Code for a REIT generally is that
it distribute or pay tax on 100% of its capital gains and
distribute at least 90% of its ordinary taxable income to its
stockholders. Complying with these distribution requirements
limits the amount of cash which we might have otherwise been
able to use to grow our business or service our indebtedness,
which in turn makes us more dependent on external financing.
10
Our
substantial indebtedness could adversely affect our financial
health and operating flexibility
We have a substantial amount of indebtedness. As of
December 31, 2007, we had an aggregate consolidated
indebtedness outstanding of approximately $24.28 billion
(Note 6). Approximately $6.52 billion of our aggregate
indebtedness was unsecured, recourse indebtedness of the
Operating Partnership and consolidated subsidiaries, while
approximately $17.76 billion was secured by our properties.
A majority of the secured indebtedness was non-recourse to us.
This indebtedness does not include our proportionate share of
indebtedness incurred by our Unconsolidated Properties. As a
result of this substantial indebtedness, we are required to use
a material portion of our cash flow to service principal and
interest on our debt, which will limit the cash flow available
for other desirable business opportunities.
Our substantial indebtedness could have important consequences
to us and the value of our common stock, including:
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Limiting our ability to borrow additional amounts for working
capital, capital expenditures, debt service requirements,
execution of our growth strategy or other purposes
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Limiting our ability to use operating cash flow in other areas
of our business or to pay dividends because we must dedicate a
substantial portion of these funds to service the debt
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Increasing our vulnerability to general adverse economic and
industry conditions, including increases in interest rates,
particularly given our substantial indebtedness which bears
interest at variable rates
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Limiting our ability to capitalize on business opportunities,
including the acquisition of additional properties, and to react
to competitive pressures and adverse changes in government
regulation
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Limiting our ability or increasing the costs to refinance
indebtedness
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Limiting our ability to enter into marketing and hedging
transactions by reducing the number of counterparties with whom
we can enter into such transactions as well as the volume of
those transactions
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The terms of the 2006 Credit Facility, and certain other debt,
require us to satisfy certain customary affirmative and negative
covenants and to meet financial ratios and tests including
ratios and tests based on leverage, interest coverage and net
worth. The covenants under our debt affect, among other things,
our ability to:
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Incur indebtedness
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Create liens on assets
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Sell assets
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Make capital expenditures
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Engage in mergers and acquisitions
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Given the restrictions in our debt covenants on these and other
activities, we may be restricted in our ability to pursue other
acquisitions, may be significantly limited in our operating and
financial flexibility and may be limited in our ability to
respond to changes in our business or competitive activities.
A failure to comply with these covenants, including a failure to
meet the financial tests or ratios, would likely result in an
event of default under our debt and would allow the lenders to
accelerate such debt under such facility. If our debt is
accelerated, our assets may not be sufficient to repay such debt
in full.
We may
not be able to obtain capital to refinance debt or make
investments, or obtain such capital on favorable or acceptable
terms
As discussed above, we are primarily dependent on external
financing to fund our business. Our access to debt or equity
financing depends on investors willingness to lend to or
invest in us and on conditions in the capital markets in
general. The willingness to lend to or invest in us is in turn
effected by a number of factors, including our current level of
indebtedness and limitations on our ability to service debt. In
addition, we and other companies in the real estate industry
have experienced less favorable terms for bank loans and capital
markets financing from time to
11
time. Beginning in the third quarter of 2007, significant market
deterioration which originated in the sub-prime residential
mortgage market began extending to the broader real estate
credit markets, which has resulted in a tightening of lender
standards and terms and increased concerns of an overall market
recession in 2008. Given our substantial amount of indebtedness
and the significant deterioration in the credit markets, there
can be no assurance that we will be able to refinance our debt
or obtain additional financing on satisfactory terms. In
addition, our ability to refinance our debt on acceptable terms
will likely be constrained further by any future increases in
our aggregate amount of outstanding debt. However, we intend to
fund future development costs at least in part through receipt
of excess proceeds from refinancing activities, which will
increase our outstanding debt. Further, if market conditions or
other factors lead our lenders to perceive an increased relative
risk of our defaulting on a particular loan or loans, such
lenders may seek to hedge against such risk which could
negatively effect the price of our stock and decrease our
ability to obtain certain types of financing.
We may
have to reduce or eliminate our dividend
In the event we are unable to refinance our debt on acceptable
terms, we will be required to repay such debt or pay higher debt
service costs in connection with less attractive financing
terms. In order to obtain the necessary cash for such payments,
we may be compelled to take a number of actions, including the
reduction or elimination of our dividend payments.
We
have significant obligations under a Contingent Stock Agreement
we assumed in the TRC Merger
We have assumed the obligations of TRC under a Contingent Stock
Agreement, which we refer to as the CSA. The
assumption includes the obligation under the CSA to issue shares
of common stock twice a year to the beneficiaries under the CSA
and certain indemnification obligations. The number of shares is
based upon our stock price and upon a formula set forth in the
CSA. In addition, the CSA requires a valuation of certain assets
that we own as of December 31, 2009, which is expected to
result in the issuance of a significant number of additional
shares to the beneficiaries under the CSA. Such issuances will
be significantly dilutive to our existing stockholders to the
extent we do not repurchase a corresponding number of shares.
We
share control of some of our properties with other investors and
may have conflicts of interest with those
investors
While we generally make all operating decisions for the
Unconsolidated Properties, we are required to make other
decisions with the other investors who have interests in the
relevant property or properties. For example, the approval of
certain of the other investors is required with respect to
operating budgets and refinancing, encumbering, expanding or
selling any of these properties. We might not have the same
interests as the other investors in relation to these
transactions. Accordingly, we might not be able to favorably
resolve any of these issues, or we might have to provide
financial or other inducement to the other investors to obtain a
favorable resolution.
In addition, various restrictive provisions and rights apply to
sales or transfers of interests in our jointly owned properties.
These may work to our disadvantage because, among other things,
we might be required to make decisions about buying or selling
interests in a property or properties at a time that is
disadvantageous to us or we might be required to purchase the
interests of our partners in our jointly owned properties.
Bankruptcy
of joint venture partners could impose delays and costs on us
with respect to the jointly owned retail
properties
The bankruptcy of one of the other investors in any of our
jointly owned shopping centers could materially and adversely
affect the relevant property or properties. Under the bankruptcy
laws, we would be precluded from taking some actions affecting
the estate of the other investor without prior approval of the
bankruptcy court, which would, in most cases, entail prior
notice to other parties and a hearing in the bankruptcy court.
At a minimum, the requirement to obtain court approval may delay
the actions we would or might want to take. If the relevant
joint venture through which we have invested in a property has
incurred recourse obligations, the discharge in bankruptcy of
one of the other investors might result in our ultimate
liability for a greater portion of those obligations than we
would otherwise bear.
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Payments
by our direct and indirect subsidiaries of dividends and
distributions to us may be adversely affected by prior payments
to these subsidiaries creditors and preferred security
holders
Substantially all of our assets are owned through our general
partnership interest in the Operating Partnership, including
TRCLP. The Operating Partnership holds substantially all of its
properties and assets through subsidiaries, including subsidiary
partnerships, limited liability companies and corporations that
have elected to be taxed as REITs. The Operating Partnership
therefore derives substantially all of its cash flow from cash
distributions to it by its subsidiaries, and we, in turn, derive
substantially all of our cash flow from cash distributions to us
by the Operating Partnership. The creditors and preferred
security holders, if any, of each of our direct and indirect
subsidiaries are entitled to payment of that subsidiarys
obligations to them, when due and payable, before that
subsidiary may make distributions to us. Thus, the Operating
Partnerships ability to make distributions to its
partners, including us, depends on its subsidiaries
ability first to satisfy obligations to their creditors and
preferred security holders, if any, and then to make
distributions to the Operating Partnership. Similarly, our
ability to pay dividends to holders of our common stock depends
on the Operating Partnerships ability first to satisfy its
obligations to its creditors and preferred security holders and
then to make distributions to us.
In addition, we will have the right to participate in any
distribution of the assets of any of our direct or indirect
subsidiaries upon the liquidation, reorganization or insolvency
of the subsidiary only after the claims of the creditors,
including trade creditors, and preferred security holders, if
any, of the subsidiary are satisfied. Our common stockholders,
in turn, will have the right to participate in any distribution
of our assets upon the liquidation, reorganization or insolvency
of us only after the claims of our creditors, including trade
creditors, and preferred security holders, if any, are satisfied.
We
might fail to qualify or remain qualified as a REIT, which would
reduce our funds available for distribution to
stockholders
Although we believe that we will remain structured and will
continue to operate so as to qualify as a REIT for federal
income tax purposes, we might not continue to be so qualified.
Qualification as a REIT for federal income tax purposes involves
the application of highly technical and complex provisions of
the Code for which there are only limited judicial or
administrative interpretations. Therefore, the determination of
various factual matters and circumstances not entirely within
our control may impact our ability to qualify as a REIT. In
addition, legislation, new regulations, administrative
interpretations or court decisions might significantly change
the tax laws with respect to the requirements for qualification
as a REIT or the federal income tax consequences of
qualification as a REIT.
If, with respect to any taxable year, we fail to maintain our
qualification as a REIT, we would not be allowed to deduct
distributions to stockholders in computing our taxable income
and federal income tax. The corporate level income tax,
including any applicable alternative minimum tax, would apply to
our taxable income at regular corporate rates. As a result, the
amount available for distribution to stockholders would be
reduced for the year or years involved, and we would no longer
be required to make distributions. In addition, unless we were
entitled to relief under the relevant statutory provisions, we
would be disqualified from treatment as a REIT for four
subsequent taxable years. Notwithstanding that we currently
intend to operate in a manner designed to allow us to qualify as
a REIT, future economic, market, legal, tax or other
considerations may cause us to determine that it is in our best
interest and the best interest of our stockholders to revoke the
REIT election.
An
ownership limit and certain anti-takeover defenses and
applicable law may hinder any attempt to acquire
us
The Ownership Limit. Generally, for us to
maintain our qualification as a REIT under the Code, not more
than 50% in value of the outstanding shares of our capital stock
may be owned, directly or indirectly, by five or fewer
individuals at any time during the last half of our taxable
year. The Code defines individuals for purposes of
the requirement described in the preceding sentence to include
some types of entities. In general, under our current
certificate of incorporation, no person other than Martin
Bucksbaum (deceased), Matthew Bucksbaum (Director, Chairman
Emeritus), their families and related trusts and entities,
including M.B. Capital Partners III, may own more than 7.5% of
the value of our outstanding capital stock. However, our
certificate of incorporation also permits
13
our company to exempt a person from the 7.5% ownership limit
upon the satisfaction of certain conditions which are described
in our certificate of incorporation.
Selected Provisions of our Charter
Documents. Our board of directors is divided into
three classes of directors. Directors of each class are chosen
for three-year staggered terms. Staggered terms of directors may
reduce the possibility of a tender offer or an attempt to change
control of our company, even though a tender offer or change in
control might be in the best interest of our stockholders. Our
charter authorizes the board of directors:
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To cause us to issue additional authorized but unissued shares
of common stock or preferred stock
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To classify or reclassify, in one or more series, any unissued
preferred stock
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To set the preferences, rights and other terms of any classified
or reclassified stock that we issue
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Stockholder Rights Plan. We have a stockholder
rights plan which will impact a potential acquirer unless the
acquirer negotiates with our board of directors and the board of
directors approves the transaction.
Selected Provisions of Delaware Law. We are a
Delaware corporation, and Section 203 of the Delaware
General Corporation Law applies to us. In general,
Section 203 prevents an interested stockholder,
as defined in the next sentence, from engaging in a
business combination, as defined in the statute,
with us for three years following the date that person becomes
an interested stockholder unless one or more of the following
occurs:
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Before that person became an interested stockholder, our board
of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination
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Upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our voting stock
outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding (but not
the outstanding voting stock owned by the interested
stockholder) stock held by directors who are also officers of
the Company and by employee stock plans that do not provide
employees with the right to determine confidentially whether
shares held under the plan will be tendered in a tender or
exchange offer
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Following the transaction in which that person became an
interested stockholder, the business combination is approved by
our board of directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least
two-thirds of our outstanding voting stock not owned by the
interested stockholder
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The statute defines interested stockholder to mean
generally any person that is the owner of 15% or more of our
outstanding voting stock or is an affiliate or associate of us
and was the owner of 15% or more of our outstanding voting stock
at any time within the three-year period immediately before the
date of determination.
Each item discussed above may delay, deter or prevent a change
in control of our Company, even if a proposed transaction is at
a premium over the then current market price for our common
stock. Further, these provisions may apply in instances where
some stockholders consider a transaction beneficial to them. As
a result, our stock price may be negatively affected by these
provisions.
We are
impacted by tax-related obligations to some of our
partners
We own properties through partnerships which have arrangements
in place that protect the deferred tax situation of our existing
third party limited partners. Violation of these arrangements
could impose costs on us. As a result, we may be restricted with
respect to decisions such as financing, encumbering, expanding
or selling these properties.
Several of our joint venture partners are tax-exempt. As such,
they are taxable to the extent of their share of unrelated
business taxable income generated from these properties. As the
managing partner in these joint ventures, we have obligations to
avoid the creation of unrelated business taxable income at these
properties. As a result, we may be restricted with respect to
decisions such as financing and revenue generation with respect
to these properties.
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Risks
Related to our Common Stock
Our
common stock price may be volatile, and consequently investors
may not be able to resell their common stock at or above their
purchase price
The price at which our common stock will trade may be volatile
and may fluctuate due to factors such as:
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Our historical and anticipated quarterly and annual operating
results
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Variations between our actual results and analyst and investor
expectations or changes in financial estimates and
recommendations by securities analysts
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The performance and prospects of our industry
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The depth and liquidity of the market for our common stock
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Short sales of our stock triggered by hedging activities,
including the purchase of credit default swaps, by certain of
our lenders
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Investor perception of us and the industry in which we operate
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Domestic and international economic conditions
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The extent of institutional investor interest in us
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The reputation of REITs generally and the attractiveness of
their equity securities in comparison to other equity
securities, including securities issued by other real estate
companies, and fixed income securities
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Our financial condition and performance
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General market volatility, conditions and trends
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Fluctuations may be unrelated to or disproportionate to our
financial performance. These fluctuations may result in a
material decline in the trading price of our common stock.
Future
sales of our common stock may depress our stock
price
As of December 31, 2007, approximately 57.2 million
shares of common stock were issuable upon exercise of conversion
and/or
redemption rights as to units of limited partnership interest in
the Operating Partnership. Under our shelf registration
statement, we may offer from time to time up to approximately
$1.5 billion worth of common stock, preferred stock,
depositary shares, debt securities, warrants, stock purchase
contracts
and/or
purchase units. An additional 14.0 million shares of our
common stock are reserved for issuance to meet our obligations
under the CSA we assumed in connection with the TRC Merger. In
addition, we have reserved a number of shares of common stock
for issuance under our option and other benefit plans for
employees and directors and in connection with certain other
obligations, including convertible debt and these shares will be
available for sale from time to time. Although we have publicly
announced a stock repurchase program which may offset the
dilution resulting from issuances pursuant to the CSA and one of
our employee option plans, there is no certainty that we will be
successful in acquiring a sufficient number of shares at an
acceptable price to accomplish this goal. No prediction can be
made as to the effect, if any, that these and other future sales
of our common stock, or the availability of common stock for
future sales, will have on the market price of the stock. Sales
in the public market of substantial amounts of our common stock,
or the perception that such sales could occur, could adversely
affect prevailing market prices for our common stock.
Increases
in market interest rates may hurt the market price of our common
stock
We believe that investors consider the distribution rate on REIT
stocks, expressed as a percentage of the price of the stocks,
relative to market interest rates as an important factor in
deciding whether to buy or sell the stocks. If market interest
rates go up, prospective purchasers of REIT stocks may expect a
higher distribution rate. Higher interest rates would not,
however, result in more funds being available for us to
distribute and, in fact, would likely increase our borrowing
costs and might decrease our funds available for distribution.
Thus, higher market interest rates could cause the market price
of our common stock to decline.
15
Forward-Looking
Information
We may make forward-looking statements in this Annual Report and
in other reports which we file with the SEC. In addition, our
senior management might make forward-looking statements orally
to analysts, investors, the media and others.
Forward-looking statements include:
|
|
|
Projections of our revenues, income, earnings per share, Funds
From Operations (FFO), capital expenditures, income
tax and other contingent liabilities, dividends, leverage,
capital structure or other financial items
|
|
|
Descriptions of plans or objectives of our management for future
operations, including pending acquisitions
|
|
|
Forecasts of our future economic performance
|
|
|
Descriptions of assumptions underlying or relating to any of the
foregoing
|
In this Annual Report, for example, we make forward-looking
statements discussing our expectations about:
|
|
|
Future development spending
|
|
|
Expected sales of our Master Planned Communities segment
|
|
|
Future development, management and leasing fees
|
|
|
Future financings, repayment of debt and interest rates
|
|
|
Distributions pursuant to the Contingent Stock Agreement
|
|
|
Future cash needed to meet federal income tax requirements
|
Forward-looking statements discuss matters that are not
historical facts. Because they discuss future events or
conditions, forward-looking statements often include words such
as anticipate, believe,
estimate, expect, intend,
plan, project, target,
can, could, may,
should, will, would or
similar expressions. Forward-looking statements should not be
unduly relied upon. They give our expectations about the future
and are not guarantees. Forward-looking statements speak only as
of the date they are made and we might not update them to
reflect changes that occur after the date they are made.
There are several factors, many beyond our control, which could
cause results to differ significantly from our expectations.
Factors such as credit, market, operational, liquidity, interest
rate and other risks are described elsewhere in this Annual
Report. Any factor described in this Annual Report could by
itself, or together with one or more other factors, adversely
affect our business, results of operations or financial
condition. There are also other factors that we have not
described in this Annual Report that could cause results to
differ from our expectations.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
None.
Our investment in real estate as of December 31, 2007
consisted of our interests in the properties in our Retail and
Other and Master Planned Communities segments. We generally own
the land underlying the properties in our Retail and Other
segment. However, at certain of the properties, all or part of
the underlying land is owned by a third party that leases the
land to us pursuant to a long-term ground lease. The leases
generally contain various purchase options and typically provide
us with a right of first refusal in the event of a proposed sale
of the property by the landlord. Information regarding
encumbrances on these properties is included in
Schedule III of this Annual Report.
The following tables set forth certain information regarding the
Consolidated Properties and the Unconsolidated Properties in our
Retail Portfolio as of December 31, 2007. These tables do
not reflect subsequent activity in 2008
16
including purchases, sales or consolidations of Anchor stores.
Anchors include all stores with Gross Leasable Area greater than
30,000 square feet.
Combined occupancy for Consolidated Properties and
Unconsolidated Properties as of December 31, 2007 was
approximately 93.8%.
Consolidated
Retail Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Ala Moana Center(2)
|
|
Honolulu, HI
|
|
|
1,804,839
|
|
|
|
857,631
|
|
|
Barnes & Noble, Macys, Neiman Marcus, Old Navy,
Sears, Shirokiya
|
|
|
|
|
Alameda Plaza
|
|
Pocatello, ID
|
|
|
190,341
|
|
|
|
190,341
|
|
|
|
|
|
2
|
|
Anaheim Crossing(2)(3)
|
|
Anaheim, CA
|
|
|
92,170
|
|
|
|
92,170
|
|
|
N/A
|
|
|
N/A
|
|
Animas Valley Mall
|
|
Farmington, NM
|
|
|
490,974
|
|
|
|
241,509
|
|
|
Allen Theatres, Dillards, JCPenney, Ross Dress for Less,
Sears
|
|
|
|
|
Apache Mall(2)
|
|
Rochester, MN
|
|
|
752,664
|
|
|
|
269,672
|
|
|
Herbergers, JCPenney, Macys, Sears
|
|
|
|
|
Arizona Center(2)
|
|
Phoenix, AZ
|
|
|
168,429
|
|
|
|
82,426
|
|
|
AMC Theatres
|
|
|
|
|
Augusta Mall(2)
|
|
Augusta, GA
|
|
|
1,070,069
|
|
|
|
409,846
|
|
|
Dicks Sporting Goods Dillards, JCPenney,
Macys, Sears
|
|
|
|
|
Austin Bluffs Plaza
|
|
Colorado Springs, CO
|
|
|
107,402
|
|
|
|
107,402
|
|
|
|
|
|
2
|
|
Bailey Hills Village
|
|
Eugene, OR
|
|
|
11,887
|
|
|
|
11,887
|
|
|
N/A
|
|
|
N/A
|
|
Baskin Robbins
|
|
Idaho Falls, ID
|
|
|
1,814
|
|
|
|
1,814
|
|
|
N/A
|
|
|
N/A
|
|
Bay City Mall
|
|
Bay City, MI
|
|
|
526,426
|
|
|
|
210,775
|
|
|
JCPenney, Sears, Target, Younkers
|
|
|
|
|
Baybrook Mall
|
|
Friendswood (Houston), TX
|
|
|
1,242,879
|
|
|
|
342,270
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
1
|
|
Bayshore Mall(2)
|
|
Eureka, CA
|
|
|
615,439
|
|
|
|
395,181
|
|
|
Gottschalks, Mervyns, Sears
|
|
|
|
|
Bayside Marketplace(2)
|
|
Miami, FL
|
|
|
218,674
|
|
|
|
218,674
|
|
|
N/A
|
|
|
N/A
|
|
Beachwood Place
|
|
Beachwood, OH
|
|
|
914,516
|
|
|
|
334,936
|
|
|
Dillards, Nordstrom, Saks Fifth Avenue
|
|
|
|
|
Bellis Fair
|
|
Bellingham (Seattle), WA
|
|
|
773,036
|
|
|
|
334,712
|
|
|
JCPenney, Kohls, Macys, Macys Home Store,
Sears, Target
|
|
|
|
|
Birchwood Mall
|
|
Port Huron (Detroit), MI
|
|
|
786,822
|
|
|
|
330,593
|
|
|
GKC Theaters, JCPenney, Macys, Sears, Target, Younkers
|
|
|
|
|
Boise Plaza
|
|
Boise, ID
|
|
|
114,404
|
|
|
|
114,404
|
|
|
Albertsons, Burlington Coat Factory
|
|
|
|
|
Boise Towne Plaza(3)
|
|
Boise, ID
|
|
|
116,677
|
|
|
|
116,677
|
|
|
Circuit City, Linens N Things, Old Navy
|
|
|
|
|
Boise Towne Square(2)
|
|
Boise, ID
|
|
|
1,163,435
|
|
|
|
493,406
|
|
|
Dillards, JCPenney, Macys, Mervyns, Sears
|
|
|
|
|
Brass Mill Center
|
|
Waterbury, CT
|
|
|
987,994
|
|
|
|
330,655
|
|
|
Burlington Coat Factory, JCPenney, Macys, Regal Cinemas,
Sears, Steve & Barrys
|
|
|
|
|
Brass Mill Commons
|
|
Waterbury, CT
|
|
|
197,033
|
|
|
|
197,033
|
|
|
Barnes & Noble, Hometown Buffet, Michaels Arts and
Crafts, OfficeMax, Shaws Supermarket, Toys R Us
|
|
|
|
|
The Boulevard Mall
|
|
Las Vegas, NV
|
|
|
1,183,940
|
|
|
|
395,904
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Burlington Town Center(2)
|
|
Burlington, VT
|
|
|
309,280
|
|
|
|
162,527
|
|
|
Macys
|
|
|
|
|
Cache Valley Mall
|
|
Logan, UT
|
|
|
321,385
|
|
|
|
175,553
|
|
|
Dillards, Dillards Mens & Home, JCPenney
|
|
|
|
|
Cache Valley Marketplace
|
|
Logan, UT
|
|
|
179,996
|
|
|
|
179,996
|
|
|
Home Depot, Olive Garden,
T.J. Maxx
|
|
|
|
|
Canyon Point Village Center
|
|
Las Vegas, NV
|
|
|
57,229
|
|
|
|
57,229
|
|
|
N/A
|
|
|
N/A
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Capital Mall
|
|
Jefferson City, MO
|
|
|
563,878
|
|
|
|
330,801
|
|
|
Dillards, JCPenney, Sears
|
|
|
|
|
Century Plaza
|
|
Birmingham, AL
|
|
|
738,867
|
|
|
|
252,911
|
|
|
Sears
|
|
|
3
|
|
Chapel Hills Mall
|
|
Colorado Springs, CO
|
|
|
1,210,695
|
|
|
|
415,256
|
|
|
Burlington Coat Factory, Dicks Sporting Goods,
Dillards, JCPenney, Kmart, Macys, Sears
|
|
|
|
|
Chico Mall
|
|
Chico, CA
|
|
|
506,251
|
|
|
|
184,123
|
|
|
Gottschalks, JCPenney, Sears
|
|
|
1
|
|
Chula Vista Center
|
|
Chula Vista (San Diego), CA
|
|
|
873,125
|
|
|
|
284,988
|
|
|
JCPenney, Macys, Mervyns, Sears, Ultrastar Theaters
|
|
|
|
|
Coastland Center(2)
|
|
Naples, FL
|
|
|
931,096
|
|
|
|
340,706
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Collin Creek
|
|
Plano, TX
|
|
|
1,118,156
|
|
|
|
328,073
|
|
|
Amazing Jakes, Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Colony Square Mall
|
|
Zanesville, OH
|
|
|
514,952
|
|
|
|
268,170
|
|
|
Cinemark, Elder-Beerman, JCPenney, Sears
|
|
|
|
|
Columbia Mall
|
|
Columbia, MO
|
|
|
747,346
|
|
|
|
326,286
|
|
|
Dillards, JCPenney, Sears, Target
|
|
|
|
|
Columbiana Centre
|
|
Columbia, SC
|
|
|
823,986
|
|
|
|
265,009
|
|
|
Belk, Dillards, JCPenney, Sears
|
|
|
|
|
Coral Ridge Mall
|
|
Coralville (Iowa City), IA
|
|
|
1,075,620
|
|
|
|
420,455
|
|
|
Dillards, JCPenney, Scheels, Sears, Target, Younkers
|
|
|
|
|
Coronado Center(2)
|
|
Albuquerque, NM
|
|
|
1,151,372
|
|
|
|
377,043
|
|
|
Barnes & Noble, JCPenney, Macys, Mervyns,
Sears, Target
|
|
|
|
|
Cottonwood Mall
|
|
Salt Lake City, UT
|
|
|
220,954
|
|
|
|
6,600
|
|
|
Macys
|
|
|
|
|
Cottonwood Square(2)
|
|
Salt Lake City, UT
|
|
|
77,079
|
|
|
|
77,079
|
|
|
|
|
|
1
|
|
Country Hills Plaza
|
|
Ogden, UT
|
|
|
140,097
|
|
|
|
140,097
|
|
|
McKay-Dee Hospital Center, Smiths Food King
|
|
|
|
|
The Crossroads
|
|
Portage (Kalamazoo), MI
|
|
|
771,005
|
|
|
|
268,045
|
|
|
JCPenney, Macys, Burlington Coat Factory, Sears
|
|
|
|
|
Crossroads Center
|
|
St. Cloud, MN
|
|
|
896,245
|
|
|
|
290,565
|
|
|
JCPenney, Macys, Scheels, Sears, Target
|
|
|
|
|
Cumberland Mall
|
|
Atlanta, GA
|
|
|
1,037,923
|
|
|
|
389,939
|
|
|
Costco, Macys, Sears
|
|
|
|
|
Deerbrook Mall
|
|
Humble (Houston), TX
|
|
|
1,209,197
|
|
|
|
411,219
|
|
|
AMC Theatres, Dillards, JCPenney, Macys, Sears,
Steve & Barrys
|
|
|
|
|
Division Crossing
|
|
Portland, OR
|
|
|
100,910
|
|
|
|
100,910
|
|
|
Rite Aid, Safeway
|
|
|
|
|
Eagle Ridge Mall
|
|
Lake Wales (Orlando), FL
|
|
|
658,763
|
|
|
|
263,308
|
|
|
Dillards, JCPenney, Recreation Station, Regal Cinemas,
Sears
|
|
|
|
|
Eastridge Mall
|
|
San Jose, CA
|
|
|
1,331,019
|
|
|
|
496,625
|
|
|
AMC 15, Bed Bath & Beyond, JCPenney, Macys, Sears,
Sport Chalet
|
|
|
|
|
Eastridge Mall
|
|
Casper, WY
|
|
|
573,869
|
|
|
|
284,073
|
|
|
JCPenney, Macys, Sears, Target
|
|
|
|
|
Eden Prairie Center
|
|
Eden Prairie (Minneapolis), MN
|
|
|
1,135,303
|
|
|
|
326,300
|
|
|
AMC Theatres, JCPenney, Kohls, Sears, Target, Von Maur
|
|
|
|
|
Fallbrook Center(2)
|
|
West Hills (Los Angeles), CA
|
|
|
877,271
|
|
|
|
877,271
|
|
|
24 Hour Fitness, DSW Shoe Warehouse, Home Depot, Kohls,
Linens N Things, Mervyns, Michaels Arts &
Crafts, Old Navy, Party City
|
|
|
|
|
Faneuil Hall Marketplace(2)
|
|
Boston, MA
|
|
|
196,363
|
|
|
|
196,363
|
|
|
N/A
|
|
|
N/A
|
|
Fashion Place(2)
|
|
Murray, UT
|
|
|
886,889
|
|
|
|
320,916
|
|
|
Dillards, Nordstrom, Sears
|
|
|
|
|
Fashion Show
|
|
Las Vegas, NV
|
|
|
1,890,796
|
|
|
|
538,087
|
|
|
Bloomingdales Home, Dillards, Macys, Neiman
Marcus, Nordstrom, Saks Fifth Avenue
|
|
|
1
|
|
Foothills Mall
|
|
Fort Collins, CO
|
|
|
801,444
|
|
|
|
461,347
|
|
|
Macys, Sears
|
|
|
2
|
|
Fort Union(2)
|
|
Midvale (Salt Lake City), UT
|
|
|
32,968
|
|
|
|
32,968
|
|
|
N/A
|
|
|
N/A
|
|
Four Seasons Town Centre
|
|
Greensboro, NC
|
|
|
1,136,953
|
|
|
|
494,937
|
|
|
Belk, Dillards, JCPenney
|
|
|
|
|
Fox River Mall
|
|
Appleton, WI
|
|
|
1,207,390
|
|
|
|
518,753
|
|
|
Cost Plus World Market, Davids Bridal, DSW Shoe Warehouse,
Linens N Things, Macys, Scheels, Sears
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Fremont Plaza(2)
|
|
Las Vegas, NV
|
|
|
115,895
|
|
|
|
115,895
|
|
|
Asian Seafood & Grocery, Sav-On Drugs
|
|
|
|
|
The Gallery at Harborplace(2)
|
|
Baltimore, MD
|
|
|
132,105
|
|
|
|
132,105
|
|
|
N/A
|
|
|
N/A
|
|
Gateway Crossing Shopping Center
|
|
Bountiful (Salt Lake City), UT
|
|
|
183,526
|
|
|
|
183,526
|
|
|
All A Dollar, Barnes & Noble, T.J. Maxx
|
|
|
|
|
Gateway Mall
|
|
Springfield, OR
|
|
|
823,484
|
|
|
|
341,778
|
|
|
Ashley Furniture Homestore, Kohls, Movies 12, Ross Dress
for Less, Sears, Target
|
|
|
|
|
Gateway Overlook(2)
|
|
Columbia, MD
|
|
|
509,363
|
|
|
|
509,363
|
|
|
Best Buy, Costco, Golf Galaxy, Loehmanns, Lowes
|
|
|
|
|
Glenbrook Square
|
|
Fort Wayne, IN
|
|
|
1,215,563
|
|
|
|
438,693
|
|
|
JCPenney, Macys, Sears
|
|
|
1
|
|
Governors Square(2)
|
|
Tallahassee, FL
|
|
|
1,027,141
|
|
|
|
335,536
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
The Grand Canal Shoppes
|
|
Las Vegas, NV
|
|
|
490,862
|
|
|
|
490,862
|
|
|
N/A
|
|
|
N/A
|
|
Grand Teton Mall
|
|
Idaho Falls, ID
|
|
|
543,090
|
|
|
|
219,165
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Grand Teton Plaza
|
|
Idaho Falls, ID
|
|
|
93,274
|
|
|
|
93,274
|
|
|
Best Buy, Linens N Things, Petsmart, Ross Dress for Less
|
|
|
|
|
Grand Traverse Mall
|
|
Traverse City, MI
|
|
|
591,430
|
|
|
|
278,039
|
|
|
GKC Theaters, JCPenney, Macys, Target
|
|
|
|
|
Greenwood Mall
|
|
Bowling Green, KY
|
|
|
845,285
|
|
|
|
416,232
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Halsey Crossing(2)
|
|
Gresham (Portland), OR
|
|
|
99,438
|
|
|
|
99,438
|
|
|
Safeway
|
|
|
|
|
Harborplace(2)
|
|
Baltimore, MD
|
|
|
151,783
|
|
|
|
151,783
|
|
|
N/A
|
|
|
N/A
|
|
Hulen Mall
|
|
Fort Worth, TX
|
|
|
948,458
|
|
|
|
351,888
|
|
|
Dillards, Macys, Sears
|
|
|
|
|
Jordan Creek Town Center
|
|
West Des Moines, IA
|
|
|
1,334,658
|
|
|
|
792,959
|
|
|
Century Theatres, Dillards, Scheels, Younkers
|
|
|
|
|
Knollwood Mall
|
|
St. Louis Park (Minneapolis), MN
|
|
|
463,905
|
|
|
|
167,682
|
|
|
Cub Foods, Kohls, Steve & Barrys, T.J. Maxx
|
|
|
|
|
Lakeland Square
|
|
Lakeland (Orlando), FL
|
|
|
893,913
|
|
|
|
283,875
|
|
|
Burlington Coat Factory, Dillards, Dillards
Mens & Home, JCPenney, Macys, Sears
|
|
|
|
|
Lakeside Mall
|
|
Sterling Heights, MI
|
|
|
1,523,432
|
|
|
|
502,714
|
|
|
JCPenney, Lord & Taylor, Macys, Macys
Mens & Home, Sears
|
|
|
|
|
Lakeview Square
|
|
Battle Creek, MI
|
|
|
553,842
|
|
|
|
262,249
|
|
|
JCPenney, Macys, Sears
|
|
|
|
|
Landmark Mall(2)
|
|
Alexandria (Washington, D.C.), VA
|
|
|
884,683
|
|
|
|
325,746
|
|
|
Lord & Taylor, Macys, Sears
|
|
|
|
|
Lansing Mall(2)
|
|
Lansing, MI
|
|
|
837,620
|
|
|
|
414,450
|
|
|
JCPenney, Macys, Steve & Barrys, T.J. Maxx,
Younkers
|
|
|
|
|
Lincolnshire Commons
|
|
Lincolnshire (Chicago), IL
|
|
|
122,727
|
|
|
|
122,727
|
|
|
DSW Shoe Warehouse
|
|
|
|
|
Lockport Mall
|
|
Lockport, NY
|
|
|
90,734
|
|
|
|
90,734
|
|
|
The Bon Ton
|
|
|
|
|
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
|
1,175,925
|
|
|
|
460,478
|
|
|
AMC Theatres, Dicks Sporting Goods, Dillards,
JCPenney, Macys, Steve & Barrys
|
|
|
|
|
The Maine Mall
|
|
South Portland, ME
|
|
|
853,154
|
|
|
|
346,093
|
|
|
Best Buy, Chuck E Cheese, JCPenney, Linens N Things,
Macys, Sears, Sports Authority
|
|
|
|
|
Mall at Sierra Vista
|
|
Sierra Vista, AZ
|
|
|
369,700
|
|
|
|
138,430
|
|
|
Cinemark, Dillards, Sears
|
|
|
|
|
The Mall in Columbia
|
|
Columbia, MD
|
|
|
1,399,973
|
|
|
|
599,805
|
|
|
JCPenney, Lord & Taylor, Macys, Nordstrom, Sears
|
|
|
|
|
Mall of Louisiana
|
|
Baton Rouge, LA
|
|
|
1,328,172
|
|
|
|
520,690
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Mall of the Bluffs
|
|
Council Bluffs (Omaha, NE), IA
|
|
|
706,070
|
|
|
|
379,848
|
|
|
Dillards, Hy-Vee, JCPenney, Sears, Target
|
|
|
|
|
Mall St. Matthews(2)
|
|
Louisville, KY
|
|
|
1,081,670
|
|
|
|
345,965
|
|
|
Dillards, Dillards Mens & Home, JCPenney
|
|
|
1
|
|
Mall St. Vincent(2)
|
|
Shreveport, LA
|
|
|
533,653
|
|
|
|
185,653
|
|
|
Dillards, Sears
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Market Place Shopping Center
|
|
Champaign, IL
|
|
|
1,045,501
|
|
|
|
509,755
|
|
|
Bergners, JCPenney, Macys, Sears
|
|
|
|
|
Mayfair
|
|
Wauwatosa (Milwaukee), WI
|
|
|
1,110,479
|
|
|
|
491,095
|
|
|
AMC Theatres, Barnes & Noble, Boston Store, Macys
|
|
|
|
|
Meadows Mall
|
|
Las Vegas, NV
|
|
|
956,279
|
|
|
|
319,426
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Mondawmin Mall
|
|
Baltimore, MD
|
|
|
371,887
|
|
|
|
305,187
|
|
|
Shoppers Food and Pharmacy
|
|
|
|
|
Moreno Valley Mall
|
|
Moreno Valley (Riverside), CA
|
|
|
1,100,418
|
|
|
|
331,227
|
|
|
Gottschalks, Harkins Theatre, JCPenney, Macys, Sears
|
|
|
|
|
Newgate Mall
|
|
Ogden (Salt Lake City), UT
|
|
|
724,915
|
|
|
|
252,781
|
|
|
Cinemark Tinseltown 14, Dillards, Mervyns, Sears,
Sports Authority
|
|
|
|
|
NewPark Mall
|
|
Newark (San Francisco), CA
|
|
|
1,210,449
|
|
|
|
395,601
|
|
|
Century Theatres, JCPenney, Macys, Mervyns, Sears,
Target
|
|
|
|
|
North Plains Mall
|
|
Clovis, NM
|
|
|
303,197
|
|
|
|
109,116
|
|
|
Bealls, Dillards, JCPenney, Sears
|
|
|
|
|
North Point Mall
|
|
Alpharetta (Atlanta), GA
|
|
|
1,374,942
|
|
|
|
408,655
|
|
|
Belk, Dillards, JCPenney, Macys, Sears
|
|
|
1
|
|
North Star Mall
|
|
San Antonio, TX
|
|
|
1,253,528
|
|
|
|
428,656
|
|
|
Dillards, JCPenney, Macys, Mervyns, Saks Fifth
Avenue
|
|
|
|
|
North Temple Shops
|
|
Salt Lake City, UT
|
|
|
10,181
|
|
|
|
10,181
|
|
|
N/A
|
|
|
N/A
|
|
Northgate Mall
|
|
Chattanooga, TN
|
|
|
811,526
|
|
|
|
346,206
|
|
|
JCPenney, Proffitts, Proffitts Home Store, Sears,
T.J. Maxx
|
|
|
|
|
Northridge Fashion Center
|
|
Northridge (Los Angeles), CA
|
|
|
1,526,911
|
|
|
|
606,099
|
|
|
JCPenney, Macys, Pacific Theatres, Sears
|
|
|
|
|
NorthTown Mall
|
|
Spokane, WA
|
|
|
1,046,019
|
|
|
|
414,525
|
|
|
Bumpers Family Fun Center, JCPenney, Kohls, Macys,
Regal Cinemas, Sears, Steve & Barrys
|
|
|
|
|
Oak View Mall
|
|
Omaha, NE
|
|
|
864,966
|
|
|
|
260,706
|
|
|
Dillards, JCPenney, Sears, Younkers
|
|
|
|
|
Oakwood Center
|
|
Gretna, LA
|
|
|
756,982
|
|
|
|
239,588
|
|
|
Dillards, JCPenney, Sears
|
|
|
|
|
Oakwood Mall
|
|
Eau Claire, WI
|
|
|
817,707
|
|
|
|
332,631
|
|
|
JCPenney, Macys, Scheels, Sears, Younkers
|
|
|
|
|
Oglethorpe Mall
|
|
Savannah, GA
|
|
|
945,797
|
|
|
|
365,649
|
|
|
Belk, JCPenney, Macys, Macys Junior, Sears, Stein
Mart
|
|
|
|
|
Orem Plaza Center Street
|
|
Orem, UT
|
|
|
90,218
|
|
|
|
90,218
|
|
|
Chuck E Cheese, Roberts Crafts
|
|
|
|
|
Orem Plaza State Street
|
|
Orem, UT
|
|
|
27,603
|
|
|
|
27,603
|
|
|
N/A
|
|
|
N/A
|
|
Oviedo Marketplace
|
|
Oviedo, FL
|
|
|
951,286
|
|
|
|
286,357
|
|
|
Bed Bath & Beyond, Dillards, Macys, Regal
Cinemas, Sears
|
|
|
|
|
Owings Mills Mall
|
|
Owings Mills, MD
|
|
|
1,083,447
|
|
|
|
436,410
|
|
|
Boscovs, JCPenney, Macys
|
|
|
1
|
|
Oxmoor Center(2)
|
|
Louisville, KY
|
|
|
933,907
|
|
|
|
286,697
|
|
|
Dicks Sporting Goods, Macys, Sears, Von Maur
|
|
|
|
|
Paramus Park
|
|
Paramus, NJ
|
|
|
766,912
|
|
|
|
307,855
|
|
|
Macys, Sears
|
|
|
|
|
Park City Center
|
|
Lancaster (Philadelphia), PA
|
|
|
1,427,198
|
|
|
|
527,301
|
|
|
The Bon Ton, Boscovs, JCPenney, Kohls, Sears
|
|
|
|
|
Park Place
|
|
Tucson, AZ
|
|
|
1,057,426
|
|
|
|
402,689
|
|
|
Century Theatres, Dillards, Macys, Sears
|
|
|
|
|
Park West
|
|
Peoria, AZ
|
|
|
247,951
|
|
|
|
247,951
|
|
|
Harkins Threatre
|
|
|
|
|
The Parks at Arlington
|
|
Arlington (Dallas), TX
|
|
|
1,514,263
|
|
|
|
433,047
|
|
|
AMC Theatres, Barnes & Noble, Circuit City, Dicks
Sporting Goods, Dillards, Forever 21, JCPenney,
Macys, Sears
|
|
|
|
|
Peachtree Mall
|
|
Columbus, GA
|
|
|
818,028
|
|
|
|
309,413
|
|
|
Dillards, JCPenney, Macys, Parisian
|
|
|
|
|
Pecanland Mall
|
|
Monroe, LA
|
|
|
943,865
|
|
|
|
328,429
|
|
|
Belk, Burlington Coat Factory, Dillards, JCPenney, Sears
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Pembroke Lakes Mall
|
|
Pembroke Pines (Fort Lauderdale), FL
|
|
|
1,137,341
|
|
|
|
356,066
|
|
|
Dillards, Dillards Mens & Home, JCPenney,
Macys, Macys Home Store, Sears
|
|
|
|
|
Piedmont Mall
|
|
Danville, VA
|
|
|
726,797
|
|
|
|
175,059
|
|
|
Belk, Belk Mens, Boscovs, JCPenney, Sears
|
|
|
|
|
Pierre Bossier Mall
|
|
Bossier City (Shreveport), LA
|
|
|
607,024
|
|
|
|
213,726
|
|
|
Dillards, JCPenney, Sears, Stage
|
|
|
1
|
|
Pine Ridge Mall(2)
|
|
Pocatello, ID
|
|
|
641,654
|
|
|
|
203,667
|
|
|
Dillards, JCPenney, Sears, ShopKo
|
|
|
1
|
|
The Pines
|
|
Pine Bluff, AR
|
|
|
644,469
|
|
|
|
262,049
|
|
|
Dillards, Holiday Inn Express, JCPenney, Sears
|
|
|
1
|
|
Pioneer Place(2)
|
|
Portland, OR
|
|
|
367,001
|
|
|
|
286,001
|
|
|
Saks Fifth Avenue
|
|
|
|
|
Plaza 800(2)
|
|
Sparks (Reno), NV
|
|
|
176,431
|
|
|
|
176,431
|
|
|
Save Mart Supermarkets
|
|
|
1
|
|
Plaza 9400(2)
|
|
Sandy (Salt Lake City), UT
|
|
|
228,661
|
|
|
|
228,661
|
|
|
Albertsons, Deseret Industries
|
|
|
1
|
|
Prince Kuhio Plaza(2)
|
|
Hilo, HI
|
|
|
504,807
|
|
|
|
272,185
|
|
|
Macys, Sears
|
|
|
1
|
|
Providence Place(2)
|
|
Providence, RI
|
|
|
1,263,207
|
|
|
|
517,659
|
|
|
Bed Bath & Beyond, Dave &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Busters, JCPenney, Macys, Nordstrom, Old Navy,
Providence Place Cinemas 16
|
|
|
|
|
Provo Towne Centre(3)
|
|
Provo, UT
|
|
|
800,294
|
|
|
|
230,225
|
|
|
Cinemark, Dillards, JCPenney, Sears
|
|
|
|
|
Red Cliffs Mall
|
|
St. George, UT
|
|
|
389,277
|
|
|
|
122,641
|
|
|
Barnes & Noble, Dillards, JCPenney, Sears
|
|
|
|
|
Red Cliffs Plaza
|
|
St. George, UT
|
|
|
57,304
|
|
|
|
57,304
|
|
|
Golds Gym, Sears
|
|
|
|
|
Regency Square Mall
|
|
Jacksonville, FL
|
|
|
1,384,492
|
|
|
|
525,486
|
|
|
Belk, Champs Sports/World Foot Locker, Dillards, Homeworks
Furniture Center, JCPenney, Sears
|
|
|
|
|
Ridgedale Center
|
|
Minnetonka, MN
|
|
|
1,043,975
|
|
|
|
341,595
|
|
|
JCPenney, Macys Mens & Home, Macys
Womens, Sears
|
|
|
|
|
Rio West Mall(2)(3)
|
|
Gallup, NM
|
|
|
515,038
|
|
|
|
333,905
|
|
|
Bealls, JCPenney
|
|
|
1
|
|
River Falls Mall
|
|
Clarksville, IN
|
|
|
890,744
|
|
|
|
890,744
|
|
|
Bass Pro Shops Outdoor World,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dicks Sporting Goods, Louisville Athletic Club, Old Time
Pottery, Toys R Us
|
|
|
|
|
River Hills Mall
|
|
Mankato, MN
|
|
|
719,742
|
|
|
|
277,655
|
|
|
Herbergers, JCPenney, Scheels, Sears, Target
|
|
|
|
|
River Pointe Plaza
|
|
West Jordan (Salt Lake City), UT
|
|
|
224,277
|
|
|
|
224,277
|
|
|
Albertsons, ShopKo
|
|
|
|
|
Riverlands Shopping Center
|
|
LaPlace (New Orleans), LA
|
|
|
185,119
|
|
|
|
185,119
|
|
|
Burkes Outlet, Citi Trends, Mathernes Supermarkets,
Stage
|
|
|
|
|
Riverside Plaza
|
|
Provo, UT
|
|
|
176,189
|
|
|
|
176,189
|
|
|
Big Lots, Maceys, Rite Aid
|
|
|
|
|
Rivertown Crossings
|
|
Grandville (Grand Rapids), MI
|
|
|
1,270,582
|
|
|
|
421,524
|
|
|
Celebration Cinemas, Dicks Sporting Goods, JCPenney,
Kohls, Macys, Old Navy, Sears, Younkers
|
|
|
|
|
Riverwalk Marketplace(2)
|
|
New Orleans, LA
|
|
|
187,751
|
|
|
|
187,751
|
|
|
N/A
|
|
|
N/A
|
|
Rogue Valley Mall
|
|
Medford (Portland), OR
|
|
|
639,217
|
|
|
|
251,779
|
|
|
JCPenney, Kohls, Linens N Things, Macys,
Macys Home Store
|
|
|
|
|
Saint Louis Galleria
|
|
St. Louis, MO
|
|
|
1,159,184
|
|
|
|
469,504
|
|
|
Dillards, Macys
|
|
|
1
|
|
Salem Center(2)
|
|
Salem, OR
|
|
|
650,251
|
|
|
|
212,251
|
|
|
JCPenney, Kohls, Macys, Nordstrom
|
|
|
|
|
The Shoppes at Buckland Hills
|
|
Manchester, CT
|
|
|
1,049,892
|
|
|
|
457,281
|
|
|
Dicks Sporting Goods, JCPenney, Macys, Macys
Mens & Home, Sears
|
|
|
|
|
The Shops at Fallen Timbers
|
|
Maumee, OH
|
|
|
574,313
|
|
|
|
377,355
|
|
|
Dillards, JCPenney, Staybridge Suites
|
|
|
|
|
The Shops at La Cantera(3)
|
|
San Antonio, TX
|
|
|
1,017,235
|
|
|
|
388,235
|
|
|
Dillards, Macys, Neiman Marcus, Nordstrom
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Sikes Senter
|
|
Wichita Falls, TX
|
|
|
667,551
|
|
|
|
262,027
|
|
|
Dillards, JCPenney, Sears, Sikes Ten Theatres
|
|
|
|
|
Silver Lake Mall
|
|
Coeur d Alene, ID
|
|
|
326,603
|
|
|
|
110,239
|
|
|
JCPenney, Macys, Sears
|
|
|
1
|
|
Sooner Mall
|
|
Norman, OK
|
|
|
508,971
|
|
|
|
168,899
|
|
|
Dillards, JCPenney, Old Navy, Sears, Stein Mart
|
|
|
|
|
South Street Seaport(2)
|
|
New York, NY
|
|
|
283,581
|
|
|
|
251,562
|
|
|
N/A
|
|
|
N/A
|
|
Southlake Mall
|
|
Morrow (Atlanta), GA
|
|
|
1,014,249
|
|
|
|
273,997
|
|
|
JCPenney, Macys, Sears
|
|
|
1
|
|
Southland Center
|
|
Taylor, MI
|
|
|
915,048
|
|
|
|
287,011
|
|
|
Best Buy, JCPenney, Macys
|
|
|
1
|
|
Southland Mall
|
|
Hayward, CA
|
|
|
1,277,567
|
|
|
|
537,303
|
|
|
JCPenney, Macys, Mervyns, Sears
|
|
|
|
|
Southshore Mall(2)
|
|
Aberdeen, WA
|
|
|
291,666
|
|
|
|
157,891
|
|
|
JCPenney, Sears
|
|
|
|
|
Southwest Plaza(2)
|
|
Littleton (Denver), CO
|
|
|
1,352,532
|
|
|
|
653,171
|
|
|
Dicks Sporting Goods, Dillards, JCPenney,
Macys, Sears, Steve & Barrys
|
|
|
|
|
Spokane Valley Mall(3)
|
|
Spokane, WA
|
|
|
738,010
|
|
|
|
318,926
|
|
|
JCPenney, Macys, Regal Act III, Sears
|
|
|
|
|
Spokane Valley Plaza(3)
|
|
Spokane, WA
|
|
|
132,048
|
|
|
|
132,048
|
|
|
Linens N Things, Old Navy, Sportsmans Warehouse,
T.J. Maxx
|
|
|
|
|
Spring Hill Mall
|
|
West Dundee (Chicago), IL
|
|
|
1,373,051
|
|
|
|
640,256
|
|
|
Carson Pirie Scott, JCPenney, Kohls, Macys, Sears,
Steve & Barrys
|
|
|
|
|
Staten Island Mall
|
|
Staten Island, NY
|
|
|
1,276,411
|
|
|
|
569,622
|
|
|
Babies R Us, JCPenney, Macys, Macys Home Store, Sears
|
|
|
|
|
Steeplegate Mall
|
|
Concord, NH
|
|
|
481,744
|
|
|
|
225,397
|
|
|
The Bon Ton, JCPenney, Sears
|
|
|
|
|
Stonestown Galleria
|
|
San Francisco, CA
|
|
|
863,676
|
|
|
|
435,383
|
|
|
Macys, Nordstrom
|
|
|
|
|
The Streets at Southpoint
|
|
Durham, NC
|
|
|
1,305,691
|
|
|
|
579,344
|
|
|
Barnes & Noble, Hudson Belk,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JCPenney, Macys, Maggianos, Nordstrom, Pottery Barn,
Sears, Urban Outfitters
|
|
|
|
|
Three Rivers Mall
|
|
Kelso, WA
|
|
|
430,111
|
|
|
|
236,878
|
|
|
JCPenney, Macys, Sears
|
|
|
1
|
|
Town East Mall
|
|
Mesquite (Dallas), TX
|
|
|
1,253,715
|
|
|
|
444,329
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Tucson Mall(2)
|
|
Tucson, AZ
|
|
|
1,326,359
|
|
|
|
468,095
|
|
|
Dillards, JCPenney, Macys, Mervyns, Sears
|
|
|
|
|
Twin Falls Crossing
|
|
Twin Falls, ID
|
|
|
37,680
|
|
|
|
37,680
|
|
|
Kalik Investors
|
|
|
|
|
Tysons Galleria
|
|
McLean (Washington, D.C.), VA
|
|
|
819,825
|
|
|
|
307,892
|
|
|
Macys, Neiman Marcus, Saks Fifth Avenue
|
|
|
|
|
University Crossing
|
|
Orem, UT
|
|
|
206,059
|
|
|
|
206,059
|
|
|
Barnes & Noble, CompUSA, Burlington Coat Factory,
OfficeMax, Pier 1 Imports
|
|
|
|
|
Valley Hills Mall
|
|
Hickory, NC
|
|
|
935,803
|
|
|
|
324,287
|
|
|
Belk, Dillards, JCPenney, Sears
|
|
|
|
|
Valley Plaza Mall
|
|
Bakersfield, CA
|
|
|
1,159,734
|
|
|
|
433,045
|
|
|
Gottschalks, JCPenney, Macys, Sears
|
|
|
1
|
|
The Village at Redlands
|
|
Redlands, CA
|
|
|
173,891
|
|
|
|
78,832
|
|
|
Gottschalks
|
|
|
|
|
Village of Cross Keys Retail
|
|
Baltimore, MD
|
|
|
74,172
|
|
|
|
74,172
|
|
|
N/A
|
|
|
N/A
|
|
Visalia Mall
|
|
Visalia, CA
|
|
|
442,344
|
|
|
|
185,344
|
|
|
Gottschalks, JCPenney
|
|
|
|
|
Vista Commons
|
|
Las Vegas, NV
|
|
|
71,187
|
|
|
|
71,187
|
|
|
N/A
|
|
|
N/A
|
|
Vista Ridge Mall
|
|
Lewisville (Dallas), TX
|
|
|
1,105,378
|
|
|
|
336,531
|
|
|
Cinemark, Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Ward Centers
|
|
Honolulu, HI
|
|
|
741,202
|
|
|
|
698,541
|
|
|
Sports Authority
|
|
|
|
|
Washington Park Mall
|
|
Bartlesville, OK
|
|
|
357,405
|
|
|
|
163,109
|
|
|
Dillards, JCPenney, Sears
|
|
|
|
|
West Oaks Mall
|
|
Ocoee (Orlando), FL
|
|
|
1,069,063
|
|
|
|
368,307
|
|
|
AMC Theatres, Belk, Dillards, JCPenney, Sears
|
|
|
|
|
West Valley Mall
|
|
Tracy (San Francisco), CA
|
|
|
879,663
|
|
|
|
482,754
|
|
|
Gottschalks, JCPenney, Movies 14,
Sears, Target
|
|
|
|
|
Westlake Center(2)
|
|
Seattle, WA
|
|
|
104,572
|
|
|
|
104,572
|
|
|
N/A
|
|
|
N/A
|
|
Westwood Mall
|
|
Jackson, MI
|
|
|
507,859
|
|
|
|
136,171
|
|
|
Elder-Beerman, JCPenney,
Wal-Mart
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
White Marsh Mall
|
|
Baltimore, MD
|
|
|
1,152,983
|
|
|
|
373,339
|
|
|
Boscovs, JCPenney, Macys, Macys Home Store,
Sears, Sports Authority
|
|
|
|
|
White Mountain Mall
|
|
Rock Springs, WY
|
|
|
333,563
|
|
|
|
156,435
|
|
|
Flaming Gorge Harley Davidson, Herbergers, JCPenney, State
Of Wyoming
|
|
|
|
|
Willowbrook
|
|
Wayne, NJ
|
|
|
1,511,020
|
|
|
|
483,020
|
|
|
Bloomingdales, Lord & Taylor, Macys, Sears
|
|
|
|
|
Woodbridge Center
|
|
Woodbridge, NJ
|
|
|
1,647,530
|
|
|
|
562,495
|
|
|
Dicks Sporting Goods, Fortunoff, JCPenney, Lord &
Taylor, Macys, Sears
|
|
|
|
|
The Woodlands Mall
|
|
Woodlands (Houston), TX
|
|
|
1,354,766
|
|
|
|
509,537
|
|
|
Dillards, JCPenney, Macys, Macys Children
Store, Sears
|
|
|
|
|
Woodlands Village
|
|
Flagstaff, AZ
|
|
|
91,810
|
|
|
|
91,810
|
|
|
|
|
|
|
|
Yellowstone Square
|
|
Idaho Falls, ID
|
|
|
221,937
|
|
|
|
221,937
|
|
|
Yellowstone Warehouse
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,906,150
|
|
|
|
58,834,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In certain cases, where a center is located in part of a larger
metropolitan area, the metropolitan area is identified in
parenthesis. |
|
(2) |
|
A portion of the property is subject to a ground lease. |
|
(3) |
|
Owned in a joint venture with independent, non-controlling
minority investors. |
Unconsolidated
Retail Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Interest
|
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Alderwood
|
|
Lynnwood (Seattle), WA
|
|
|
50.5
|
%
|
|
|
1,278,763
|
|
|
|
508,212
|
|
|
JCPenney, Loews Cineplex, Macys, Nordstrom, Sears
|
|
|
|
|
Altamonte Mall
|
|
Altamonte Springs (Orlando), FL
|
|
|
50
|
|
|
|
1,155,601
|
|
|
|
477,053
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Arrowhead Towne Center
|
|
Glendale, AZ
|
|
|
33.33
|
|
|
|
1,135,748
|
|
|
|
351,211
|
|
|
AMC Theatres, Dillards, JCPenney, Macys,
Mervyns, Sears
|
|
|
|
|
Bangu Shopping
|
|
Rio de Janeiro, Rio de Janeiro (Brazil)
|
|
|
34
|
|
|
|
472,167
|
|
|
|
246,125
|
|
|
C&A, Casa & Video, Casas Bahia, Cinesystem, Centaurol,
Insinuante, Leader, Leroy Merlin, Lojas Americanas, Unisuam
|
|
|
|
|
Bridgewater Commons
|
|
Bridgewater, NJ
|
|
|
35
|
|
|
|
962,188
|
|
|
|
426,299
|
|
|
AMC Theatres, Bloomingdales, Lord & Taylor,
Macys
|
|
|
|
|
Carolina Place
|
|
Pineville (Charlotte), NC
|
|
|
50.5
|
|
|
|
1,156,847
|
|
|
|
351,931
|
|
|
Barnes & Noble, Belk, Dillards, JCPenney,
Macys, Sears
|
|
|
|
|
Center Pointe Plaza
|
|
Las Vegas, NV
|
|
|
50
|
|
|
|
144,635
|
|
|
|
75,623
|
|
|
Albertsons, Beauty Center Salon Super Store
|
|
|
|
|
Christiana Mall
|
|
Newark, DE
|
|
|
50
|
|
|
|
871,865
|
|
|
|
308,461
|
|
|
Epicenter, JCPenney, Macys
|
|
|
|
|
Clackamas Town Center
|
|
Portland, OR
|
|
|
50
|
|
|
|
1,405,221
|
|
|
|
526,532
|
|
|
Barnes & Noble, Century Theatres, JCPenney, Macys,
Macys Home Store, Nordstrom, Sears
|
|
|
|
|
Espark Mall
|
|
Eskisehir, Turkey
|
|
|
50
|
|
|
|
482,137
|
|
|
|
387,436
|
|
|
MediaMarkt Saturn, Migros Hypermarket
|
|
|
2
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Interest
|
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
First Colony Mall
|
|
Sugar Land (Houston), TX
|
|
|
50
|
|
|
|
1,114,952
|
|
|
|
495,904
|
|
|
Dillards, Dillards Mens & Home, JCPenney,
Macys
|
|
|
|
|
Florence Mall
|
|
Florence (Cincinnati, OH), KY
|
|
|
50
|
|
|
|
888,404
|
|
|
|
335,997
|
|
|
JCPenney, Macys, Macys Home Store, Sears
|
|
|
|
|
Galleria at Tyler(2)
|
|
Riverside, CA
|
|
|
50
|
|
|
|
1,177,538
|
|
|
|
555,830
|
|
|
JCPenney, Macys, Nordstrom
|
|
|
1
|
|
Glendale Galleria(2)
|
|
Glendale, CA
|
|
|
50
|
|
|
|
1,319,150
|
|
|
|
514,912
|
|
|
JCPenney, Macys, Mervyns, Nordstrom, Target
|
|
|
|
|
Highland Mall(2)
|
|
Austin, TX
|
|
|
50
|
|
|
|
1,116,231
|
|
|
|
397,490
|
|
|
Austin Leasehold Investors, Dillards, Dillards
Mens, Macys
|
|
|
|
|
Kenwood Towne Centre(2)
|
|
Cincinnati, OH
|
|
|
50
|
|
|
|
1,049,077
|
|
|
|
545,592
|
|
|
Dillards, Macys
|
|
|
|
|
Lake Mead & Buffalo Partners
|
|
Las Vegas, NV
|
|
|
50
|
|
|
|
150,948
|
|
|
|
73,583
|
|
|
.99 Cent Store, Vons
|
|
|
|
|
Village Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mizner Park(2)
|
|
Boca Raton, FL
|
|
|
50
|
|
|
|
238,259
|
|
|
|
127,437
|
|
|
Mizner Park Cinema, Robb & Stucky
|
|
|
|
|
Montclair Plaza
|
|
Montclair (San Bernadino), CA
|
|
|
50.5
|
|
|
|
1,347,124
|
|
|
|
549,547
|
|
|
Circuit City, Ethan Allen Gallery, JCPenney, Linens N
Things, Macys, Nordstrom, Sears, Ninety Nine Cent Only
Store
|
|
|
1
|
|
Natick Collection
|
|
Natick (Boston), MA
|
|
|
50
|
|
|
|
1,643,692
|
|
|
|
696,042
|
|
|
JCPenney, Lord & Taylor, Macys, Neiman Marcus,
Nordstrom, Sears
|
|
|
|
|
Neshaminy Mall
|
|
Bensalem, PA
|
|
|
50
|
|
|
|
1,022,123
|
|
|
|
324,137
|
|
|
AMC Theatres, Boscovs, Macys, Sears
|
|
|
|
|
Northbrook Court
|
|
Northbrook (Chicago), IL
|
|
|
50.5
|
|
|
|
1,002,075
|
|
|
|
386,156
|
|
|
AMC Theatres, Lord & Taylor, Macys, Neiman Marcus
|
|
|
|
|
Oakbrook Center
|
|
Oakbrook (Chicago), IL
|
|
|
47.46
|
|
|
|
2,092,258
|
|
|
|
807,278
|
|
|
Bloomingdales Home, Crate & Barrel, Lord &
Taylor, Macys, Neiman Marcus, Nordstrom, Sears
|
|
|
1
|
|
The Oaks Mall
|
|
Gainesville, FL
|
|
|
51
|
|
|
|
906,314
|
|
|
|
348,447
|
|
|
Belk, Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Otay Ranch Town Center
|
|
Chula Vista (San Diego), CA
|
|
|
50
|
|
|
|
627,186
|
|
|
|
487,186
|
|
|
Macys, REI
|
|
|
|
|
Park Meadows
|
|
Littleton, CO
|
|
|
35
|
|
|
|
1,436,245
|
|
|
|
502,275
|
|
|
Crate & Barrel, Dicks Sporting Goods, Dillards,
JCPenney, Macys, Nordstrom
|
|
|
|
|
Perimeter Mall
|
|
Atlanta, GA
|
|
|
50
|
|
|
|
1,563,768
|
|
|
|
510,494
|
|
|
Bloomingdales, Dillards, Macys, Nordstrom
|
|
|
|
|
Pinnacle Hills Promenade
|
|
Rogers, AR
|
|
|
50
|
|
|
|
919,230
|
|
|
|
615,690
|
|
|
Bed Bath & Beyond, Dillards,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordmans, JCPenney, Malco Theatre, Petsmart T.J. Maxx
|
|
|
|
|
Quail Springs Mall
|
|
Oklahoma City, OK
|
|
|
50
|
|
|
|
1,141,439
|
|
|
|
356,639
|
|
|
AMC Theatres, Dillards, JCPenney, Macys, Sears
|
|
|
|
|
Riverchase Galleria
|
|
Hoover (Birmingham), AL
|
|
|
50
|
|
|
|
1,551,685
|
|
|
|
502,778
|
|
|
Belk, Belk Home Store, Belk Mens, CompUSA, JCPenney, Sears
|
|
|
2
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLA
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
|
Mall and
|
|
|
|
|
Anchor
|
|
Name of Center
|
|
Location(1)
|
|
Interest
|
|
|
Total
|
|
|
Freestanding
|
|
|
Anchors/Significant Tenants
|
|
Vacancies
|
|
|
Santana Parque Shopping
|
|
Sao Paulo, Sao Paulo (Brazil)
|
|
|
25
|
|
|
|
285,948
|
|
|
|
131,111
|
|
|
Bio Ritmo, C&A, Camicado, Casas Bahia, Centauro, Lojas
Americanas, Ponto Frio, Renner, UCI
|
|
|
|
|
Shopping Iguatemi Salvador
|
|
Salvador, Bahia (Brazil)
|
|
|
15
|
|
|
|
591,308
|
|
|
|
386,462
|
|
|
C&A, Centauro, Cinema Multiplex, Insinuante, Lojas
Americanas, Marisa, Playland, Riachuelo, Renner, Zara
|
|
|
|
|
Shopping Iguatemi Campina Grande
|
|
Campina Grande, Paraiba (Brazil)
|
|
|
15
|
|
|
|
183,506
|
|
|
|
56,293
|
|
|
Bompreco, Cine Sercia, Gamestation,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insinuante, Lojas Americanas, Marisa, Riachuelo
|
|
|
|
|
Shopping Taboao
|
|
Taboao da Serra, Sao Paulo (Brazil)
|
|
|
19
|
|
|
|
294,800
|
|
|
|
110,511
|
|
|
Besni, C&A, Carrefour, Casas Bahia, Cine Araujo, Lojas
Americanas, Riachuelo, Telha Norte
|
|
|
|
|
Shopping Leblon
|
|
Rio de Janeiro, Rio de Janeiro (Brazil)
|
|
|
21
|
|
|
|
247,049
|
|
|
|
173,087
|
|
|
Centauro, Cinema Kinoplex, Livraria da Travessa, Renner, Zara
|
|
|
|
|
Silver City Galleria
|
|
Taunton (Boston), MA
|
|
|
50
|
|
|
|
1,007,284
|
|
|
|
353,247
|
|
|
Best Buy, Dicks Sporting Goods, JCPenney, Macys,
Sears, Silver City Cinemas, Steve & Barrys
|
|
|
2
|
|
Stonebriar Centre
|
|
Frisco (Dallas), TX
|
|
|
50
|
|
|
|
1,649,123
|
|
|
|
527,904
|
|
|
AMC Theatres, Barnes & Noble, Dave & Busters,
Dicks Sporting Goods, Dillards, JCPenney,
Macys, Nordstrom, Sears
|
|
|
|
|
Superstition Springs Center(2)
|
|
East Mesa (Phoenix), AZ
|
|
|
33.3
|
|
|
|
1,080,014
|
|
|
|
342,860
|
|
|
Dillards, JCPenney, JCPenney Home Store, Macys,
Mervyns, Sears
|
|
|
|
|
Towson Town Center
|
|
Towson, MD
|
|
|
35
|
|
|
|
973,637
|
|
|
|
519,567
|
|
|
Crate & Barrel, Macys, Nordstrom
|
|
|
|
|
The Trails Village Center
|
|
Las Vegas, NV
|
|
|
50
|
|
|
|
174,660
|
|
|
|
92,145
|
|
|
Longs Drugs, Vons
|
|
|
|
|
Via Parque Shopping
|
|
Rio de Janeiro, Rio de Janeiro (Brazil)
|
|
|
42
|
|
|
|
609,888
|
|
|
|
234,725
|
|
|
C&C Casa e Construcao, Casa & Video, Casas Bahia, Cine
Via Parque, Citibank Hall, Kalunga, Leader, Lojas Americanas,
Marisa, Ponto Frio, Renner
|
|
|
|
|
Village of Merrick Park(2)
|
|
Coral Gables, FL
|
|
|
40
|
|
|
|
743,685
|
|
|
|
413,685
|
|
|
Neiman Marcus, Nordstrom
|
|
|
|
|
Water Tower Place
|
|
Chicago, IL
|
|
|
51.65
|
|
|
|
705,825
|
|
|
|
278,782
|
|
|
American Girl Place, Forever 21, Macys
|
|
|
1
|
|
Westroads Mall
|
|
Omaha, NE
|
|
|
51
|
|
|
|
1,059,785
|
|
|
|
373,131
|
|
|
Dicks Sporting Goods, JCPenney, Rave, Von Maur, Younkers
|
|
|
|
|
Whalers Village
|
|
Lahaina, HI
|
|
|
50
|
|
|
|
111,857
|
|
|
|
111,857
|
|
|
N/A
|
|
|
N/A
|
|
Willowbrook Mall
|
|
Houston, TX
|
|
|
50
|
|
|
|
1,502,190
|
|
|
|
395,606
|
|
|
Dillards, JCPenney, Macys, Sears
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,593,429
|
|
|
|
17,293,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In certain cases, where a center is located in part of a larger
metropolitan area, the metropolitan area is identified in
parenthesis. |
|
(2) |
|
A portion of the property is subject to a ground lease. |
25
Anchors
Anchors have traditionally been a major component of a regional
shopping center. Anchors are frequently department stores whose
merchandise appeals to a broad range of shoppers. Anchors
generally 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. We also typically enter into long-term reciprocal
agreements with Anchors that provide for, among other things,
mall and Anchor operating covenants and Anchor expense
participation. The centers in the Retail Portfolio receive a
smaller percentage of their operating income from Anchors than
from Mall Stores. While the market share of many traditional
department store Anchors has been declining, strong Anchors
continue to play an important role in maintaining customer
traffic and making the centers in the Retail Portfolio desirable
locations for Mall Store tenants.
26
The following table indicates the parent company of certain
Anchors and sets forth the number of stores and square feet
owned or leased by each Anchor in the Retail Portfolio as of
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Total
|
|
|
|
Total
|
|
|
Square Feet
|
|
|
Total
|
|
|
Square Feet
|
|
|
Total
|
|
|
Square Feet
|
|
|
|
Stores
|
|
|
(000s)
|
|
|
Stores
|
|
|
(000s)
|
|
|
Stores
|
|
|
(000s)
|
|
|
Macys, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloomingdales, including Home
|
|
|
2
|
|
|
|
360
|
|
|
|
3
|
|
|
|
465
|
|
|
|
5
|
|
|
|
825
|
|
Davids Bridal
|
|
|
1
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
10
|
|
Epicenter
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
190
|
|
|
|
1
|
|
|
|
190
|
|
Macys, including Mens, Womens, Children and Home
|
|
|
103
|
|
|
|
16,320
|
|
|
|
34
|
|
|
|
6,403
|
|
|
|
137
|
|
|
|
22,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Macys, Inc.
|
|
|
106
|
|
|
|
16,690
|
|
|
|
38
|
|
|
|
7,058
|
|
|
|
144
|
|
|
|
23,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sears Holdings Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sears
|
|
|
113
|
|
|
|
16,083
|
|
|
|
15
|
|
|
|
2,604
|
|
|
|
128
|
|
|
|
18,687
|
|
Kmart
|
|
|
1
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sears Holdings Corporation
|
|
|
114
|
|
|
|
16,171
|
|
|
|
15
|
|
|
|
2,604
|
|
|
|
129
|
|
|
|
18,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belk, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belk, including Mens and Hudson
|
|
|
12
|
|
|
|
1,696
|
|
|
|
4
|
|
|
|
462
|
|
|
|
16
|
|
|
|
2,158
|
|
Parisian
|
|
|
1
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
86
|
|
Proffits, including Home
|
|
|
2
|
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Belk, Inc.
|
|
|
15
|
|
|
|
1,895
|
|
|
|
4
|
|
|
|
462
|
|
|
|
19
|
|
|
|
2,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bon-Ton Department Stores, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bergners
|
|
|
1
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
154
|
|
The Bon-Ton
|
|
|
2
|
|
|
|
267
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
267
|
|
Boston Store
|
|
|
1
|
|
|
|
211
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
211
|
|
Carson Pirie Scott
|
|
|
1
|
|
|
|
138
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
138
|
|
Elder-Beerman
|
|
|
3
|
|
|
|
142
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
142
|
|
Herbergers
|
|
|
1
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
71
|
|
Younkers
|
|
|
9
|
|
|
|
1,010
|
|
|
|
1
|
|
|
|
173
|
|
|
|
10
|
|
|
|
1,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Bon-Ton Department Stores, Inc.
|
|
|
18
|
|
|
|
1,993
|
|
|
|
1
|
|
|
|
173
|
|
|
|
19
|
|
|
|
2,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JCPenney Company, Inc.
|
|
|
112
|
|
|
|
12,820
|
|
|
|
20
|
|
|
|
3,044
|
|
|
|
132
|
|
|
|
15,864
|
|
Dillards Inc.
|
|
|
67
|
|
|
|
10,921
|
|
|
|
15
|
|
|
|
2,786
|
|
|
|
82
|
|
|
|
13,707
|
|
Nordstrom, Inc.
|
|
|
8
|
|
|
|
1,256
|
|
|
|
13
|
|
|
|
2,185
|
|
|
|
21
|
|
|
|
3,441
|
|
Target Corporation
|
|
|
16
|
|
|
|
1,904
|
|
|
|
1
|
|
|
|
180
|
|
|
|
17
|
|
|
|
2,084
|
|
NRDC Equity Partners Fund III (d.b.a. Lord &
Taylor)
|
|
|
5
|
|
|
|
643
|
|
|
|
4
|
|
|
|
471
|
|
|
|
9
|
|
|
|
1,114
|
|
American Multi-Cinema, Inc.
|
|
|
8
|
|
|
|
634
|
|
|
|
5
|
|
|
|
396
|
|
|
|
13
|
|
|
|
1,030
|
|
The Neiman Marcus Group, Inc.
|
|
|
3
|
|
|
|
460
|
|
|
|
5
|
|
|
|
590
|
|
|
|
8
|
|
|
|
1,050
|
|
Boscovs
|
|
|
4
|
|
|
|
820
|
|
|
|
2
|
|
|
|
188
|
|
|
|
6
|
|
|
|
1,008
|
|
Others
|
|
|
156
|
|
|
|
9,906
|
|
|
|
28
|
|
|
|
1,797
|
|
|
|
184
|
|
|
|
11,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total
|
|
|
632
|
|
|
|
76,113
|
|
|
|
151
|
|
|
|
21,934
|
|
|
|
783
|
|
|
|
98,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Retail
Properties
See Item 1 Narrative Description of Business
for information regarding our other properties (office,
industrial and mixed-use buildings) and our Master Planned
Communities segment.
27
|
|
Item 3.
|
Legal
Proceedings
|
Except as described in Note 5, neither the Company nor any
of the Unconsolidated Real Estate Affiliates is currently
involved in any material pending legal proceedings nor, to our
knowledge, is any material legal proceeding currently threatened
against the Company or any of the Unconsolidated Real Estate
Affiliates.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to a vote of GGPs stockholders
during the fourth quarter of 2007.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
GGPs common stock is listed on the New York Stock Exchange
(NYSE) and is traded under the symbol
GGP. As of February 22, 2008, our common stock
was held by 2,561 stockholders of record.
The following table summarizes the quarterly high and low sales
prices per share of our common stock as reported by the NYSE.
|
|
|
|
|
|
|
|
|
|
|
Stock Price
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
2007
|
|
|
|
|
|
|
|
|
December 31
|
|
$
|
57.84
|
|
|
$
|
39.31
|
|
September 30
|
|
|
55.20
|
|
|
|
42.40
|
|
June 30
|
|
|
65.89
|
|
|
|
51.36
|
|
March 31
|
|
|
67.43
|
|
|
|
51.16
|
|
2006
|
|
|
|
|
|
|
|
|
December 31
|
|
$
|
56.14
|
|
|
$
|
46.14
|
|
September 30
|
|
|
48.70
|
|
|
|
43.49
|
|
June 30
|
|
|
49.06
|
|
|
|
41.92
|
|
March 31
|
|
|
52.32
|
|
|
|
46.23
|
|
The following table summarizes quarterly distributions per share
of our common stock.
|
|
|
|
|
|
|
|
|
|
|
Record
|
|
|
|
|
|
Declaration Date
|
|
Date
|
|
Payment Date
|
|
Amount
|
|
|
2007
|
|
|
|
|
|
|
|
|
October 4
|
|
October 17
|
|
October 31
|
|
|
.50
|
|
July 5
|
|
July 17
|
|
July 31
|
|
|
.45
|
|
April 4
|
|
April 13
|
|
April 28
|
|
|
.45
|
|
January 6
|
|
January 17
|
|
January 31
|
|
|
.45
|
|
2006
|
|
|
|
|
|
|
|
|
October 6
|
|
October 17
|
|
October 31
|
|
|
.45
|
|
July 5
|
|
July 17
|
|
July 31
|
|
|
.41
|
|
April 4
|
|
April 13
|
|
April 28
|
|
|
.41
|
|
January 7
|
|
January 17
|
|
January 31
|
|
|
.41
|
|
There were no repurchases of our common stock during the quarter
ended December 31, 2007.
See Note 12 for information regarding redemptions of Common
Units for common stock and Note 10 for information
regarding shares of our common stock that may be issued under
our equity compensation plans as of December 31, 2007.
28
|
|
Item 6.
|
Selected
Financial Data
|
The following table sets forth selected financial data which is
derived from, and should be read in conjunction with, the
Consolidated Financial Statements and the related Notes and
Managements Discussion and Analysis of Financial Condition
and Results of Operations contained in this Annual Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,261,801
|
|
|
$
|
3,256,283
|
|
|
$
|
3,072,704
|
|
|
$
|
1,799,881
|
|
|
$
|
1,262,791
|
|
Depreciation and amortization
|
|
|
(670,454
|
)
|
|
|
(690,194
|
)
|
|
|
(672,914
|
)
|
|
|
(364,854
|
)
|
|
|
(230,195
|
)
|
Other operating expenses
|
|
|
(1,513,486
|
)
|
|
|
(1,377,637
|
)
|
|
|
(1,340,806
|
)
|
|
|
(693,735
|
)
|
|
|
(484,196
|
)
|
Interest expense, net
|
|
|
(1,165,456
|
)
|
|
|
(1,105,852
|
)
|
|
|
(1,020,825
|
)
|
|
|
(468,958
|
)
|
|
|
(276,235
|
)
|
Benefit from (provision for) income taxes
|
|
|
294,160
|
|
|
|
(98,984
|
)
|
|
|
(51,289
|
)
|
|
|
(2,383
|
)
|
|
|
(98
|
)
|
Minority interest
|
|
|
(77,012
|
)
|
|
|
(37,761
|
)
|
|
|
(43,989
|
)
|
|
|
(105,274
|
)
|
|
|
(110,984
|
)
|
Equity in income of unconsolidated affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
120,986
|
|
|
|
88,191
|
|
|
|
94,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
60,096
|
|
|
|
63,867
|
|
|
|
252,868
|
|
|
|
255,563
|
|
Income (loss) from discontinued operations, net
|
|
|
|
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
14,984
|
|
|
|
7,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
287,954
|
|
|
|
59,273
|
|
|
|
75,553
|
|
|
|
267,852
|
|
|
|
263,411
|
|
Convertible preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
$
|
267,852
|
|
|
$
|
250,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
1.15
|
|
|
$
|
1.21
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
0.07
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
1.22
|
|
|
$
|
1.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
|
$
|
1.15
|
|
|
$
|
1.19
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
0.06
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total diluted earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
1.21
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per share
|
|
$
|
1.85
|
|
|
$
|
1.68
|
|
|
$
|
1.49
|
|
|
$
|
1.26
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in real estate assets cost
|
|
$
|
30,449,086
|
|
|
$
|
26,160,637
|
|
|
$
|
25,404,891
|
|
|
$
|
25,254,333
|
|
|
$
|
10,307,961
|
|
Total assets
|
|
|
28,814,319
|
|
|
|
25,241,445
|
|
|
|
25,307,019
|
|
|
|
25,718,625
|
|
|
|
9,582,897
|
|
Total debt
|
|
|
24,282,139
|
|
|
|
20,521,967
|
|
|
|
20,418,875
|
|
|
|
20,310,947
|
|
|
|
6,649,490
|
|
Preferred minority interests
|
|
|
121,482
|
|
|
|
182,828
|
|
|
|
205,944
|
|
|
|
403,161
|
|
|
|
495,211
|
|
Common minority interests
|
|
|
351,362
|
|
|
|
347,753
|
|
|
|
430,292
|
|
|
|
551,282
|
|
|
|
408,613
|
|
Stockholders equity
|
|
|
1,456,696
|
|
|
|
1,664,079
|
|
|
|
1,932,918
|
|
|
|
2,143,150
|
|
|
|
1,670,409
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
707,416
|
|
|
$
|
816,351
|
|
|
$
|
841,978
|
|
|
$
|
719,376
|
|
|
$
|
585,735
|
|
Investing activities
|
|
|
(1,780,932
|
)
|
|
|
(210,400
|
)
|
|
|
(154,197
|
)
|
|
|
(9,020,815
|
)
|
|
|
(1,753,426
|
)
|
Financing activities
|
|
|
1,075,911
|
|
|
|
(611,603
|
)
|
|
|
(624,571
|
)
|
|
|
8,330,343
|
|
|
|
1,124,728
|
|
Funds From Operations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Partnership
|
|
$
|
1,100,808
|
|
|
$
|
902,361
|
|
|
$
|
891,696
|
|
|
$
|
766,164
|
|
|
$
|
618,561
|
|
Less: Allocation to Operating Partnership unitholders
|
|
|
(193,798
|
)
|
|
|
(161,795
|
)
|
|
|
(165,205
|
)
|
|
|
(154,347
|
)
|
|
|
(138,568
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP stockholders
|
|
$
|
907,010
|
|
|
$
|
740,566
|
|
|
$
|
726,491
|
|
|
$
|
611,817
|
|
|
$
|
479,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Funds From Operations (FFO as defined below) does
not represent cash flow from operations as defined by Generally
Accepted Accounting Principles (GAAP). |
Funds
From Operations
Consistent with real estate industry and investment community
practices, we use FFO as a supplemental measure of our operating
performance. 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 operating rental properties, plus real estate
related depreciation and amortization and after adjustments for
the preceding items in our unconsolidated partnerships and joint
ventures.
We consider FFO a useful supplemental measure for equity REITs
and a complement to GAAP measures because it facilitates an
understanding of the operating performance of our properties.
FFO does not include real estate depreciation and amortization
required by GAAP 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, we believe
that FFO provides investors with a clearer view of our operating
performance, particularly with respect to our rental properties.
In order to provide a better understanding of the relationship
between FFO and net income available to common stockholders, a
reconciliation of FFO to net income available to common
stockholders has been provided. FFO does not represent cash flow
from operations as defined by GAAP, should not be considered as
an alternative to GAAP net income and is not necessarily
indicative of cash available to fund cash requirements.
30
Reconciliation
of FFO to Net Income Available to Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(In thousands)
|
|
|
FFO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Growth stockholders
|
|
$
|
907,010
|
|
|
$
|
740,566
|
|
|
$
|
726,491
|
|
|
$
|
611,817
|
|
|
$
|
479,993
|
|
Operating Partnership unitholders
|
|
|
193,798
|
|
|
|
161,795
|
|
|
|
165,205
|
|
|
|
154,347
|
|
|
|
138,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Partnership
|
|
|
1,100,808
|
|
|
|
902,361
|
|
|
|
891,696
|
|
|
|
766,164
|
|
|
|
618,561
|
|
Depreciation and amortization of capitalized real estate costs
|
|
|
(797,189
|
)
|
|
|
(835,656
|
)
|
|
|
(799,337
|
)
|
|
|
(440,108
|
)
|
|
|
(299,711
|
)
|
Minority interest in depreciation of Consolidated Properties and
other
|
|
|
45,944
|
|
|
|
8,401
|
|
|
|
(10,712
|
)
|
|
|
(6,235
|
)
|
|
|
(6,299
|
)
|
Minority interest to Operating Partnership unitholders
|
|
|
(61,609
|
)
|
|
|
(15,010
|
)
|
|
|
(17,780
|
)
|
|
|
(66,953
|
)
|
|
|
(56,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
60,096
|
|
|
|
63,867
|
|
|
|
252,868
|
|
|
|
255,563
|
|
Income (loss) from discontinued operations, net of minority
interest
|
|
|
|
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
14,984
|
|
|
|
7,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
287,954
|
|
|
|
59,273
|
|
|
|
75,553
|
|
|
|
267,852
|
|
|
|
263,411
|
|
Convertible preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
$
|
267,852
|
|
|
$
|
250,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
All references to numbered Notes are to specific footnotes to
our Consolidated Financial Statements 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 Managements Discussion and Analysis of
Financial Condition and Results of Operations
(MD&A) have the same meanings as in such Notes.
See also the Glossary at the end of this Item 7 for
definitions of selected terms used in this Annual Report.
Overview
Retail and Other Segment
Our primary business is acquiring, owning, managing, leasing and
developing retail rental property, primarily shopping centers.
The majority of our properties are located in the United States,
but we also have retail rental property operations and property
management activities (through unconsolidated joint ventures) in
Brazil and Turkey.
We provide
on-site
management and other services to substantially all of our
properties, including properties which we own through joint
venture arrangements and which are unconsolidated for GAAP
purposes. Our management operating philosophies and strategies
are generally the same whether the properties are consolidated
or unconsolidated. As a result, we believe that financial
information and operating statistics with respect to all
properties, both consolidated and unconsolidated, provide
important insights into our operating results. Collectively, we
refer to our Consolidated and Unconsolidated Properties as our
Company Portfolio and the retail portion of the
Company Portfolio as the Retail Company Portfolio.
We seek to increase cash flow and real estate net operating
income of our retail and office rental properties through
proactive property management and leasing (including tenant
remerchandising), operating cost reductions, physical
expansions, redevelopments and capital reinvestment. Some of the
actions that we take to increase productivity include changing
the tenant mix, adding vendor carts or kiosks and full
expansions or renovations of centers.
31
We believe that the most significant operating factor affecting
incremental cash flow and real estate net operating income is
increased rents earned from tenants at our properties. These
rental revenue increases are primarily achieved by:
|
|
|
Renewing expiring leases and re-leasing existing space at rates
higher than expiring or existing rates
|
|
|
Increasing occupancy at the properties so that more space is
generating rent
|
|
|
Increased tenant sales in which we participate through overage
rents
|
The following table summarizes selected operating statistics.
Unless noted, all information is as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Retail
|
|
|
|
Retail
|
|
|
Retail
|
|
|
Company
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Portfolio
|
|
|
Operating Statistics (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
93.4
|
%
|
|
|
94.9
|
%
|
|
|
93.8
|
%
|
December 31, 2006
|
|
|
93.4
|
|
|
|
94.2
|
|
|
|
93.6
|
|
Trailing 12 month total tenant sales per sq. ft.(b)
|
|
$
|
444
|
|
|
$
|
521
|
|
|
$
|
462
|
|
% change in total sales(b)
|
|
|
3.0
|
%
|
|
|
7.9
|
%
|
|
|
4.3
|
%
|
% change in comparable sales(b)
|
|
|
1.1
|
|
|
|
2.4
|
|
|
|
1.4
|
|
Mall and freestanding GLA excluding space under redevelopment
(in sq. ft.)
|
|
|
48,786,727
|
|
|
|
13,969,602
|
|
|
|
62,756,329
|
|
Certain Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Average annualized in place sum of rent and recoverable common
area costs per sq. ft.(d)
|
|
$
|
44.90
|
|
|
$
|
53.35
|
|
|
|
|
|
Average sum of rent and recoverable common area costs per sq.
ft. for new/renewal leases(c)(d)
|
|
|
39.64
|
|
|
|
50.17
|
|
|
|
|
|
Average sum of rent and recoverable common area costs per sq.
ft. for leases expiring in 2007(c)(d)
|
|
|
31.38
|
|
|
|
37.95
|
|
|
|
|
|
|
|
|
(a) |
|
Excludes properties currently being redeveloped and/or
remerchandised and miscellaneous (non-mall) properties. |
|
(b) |
|
Due to tenant sales reporting timelines, data presented is as of
November 2007. |
|
(c) |
|
Excludes current year acquisitions. |
|
(d) |
|
Data includes a significant portion of short term leases on
inline spaces that are leased for one year. Rent and recoverable
common area costs related to these short term leases are
typically much lower than those in long term leases. |
The expansion and renovation of a property may also result in
increased cash flows and operating income as a result of
increased customer traffic, trade area penetration and improved
competitive position of the property. As of December 31,
2007, we had nine major approved redevelopment projects underway.
We also develop retail centers from the
ground-up.
In October 2007 we opened The Shops at Fallen Timbers in Maumee,
Ohio. This open-air center includes approximately one million
square feet of retail, dining and entertainment space. Anchors
include Dillards, JC Penney, Barnes and Noble and a
multi-screen theater. In November 2007, we opened Park West in
Peoria, Arizona. This open-air shopping, dining and
entertainment center is anchored by a 16-screen Harkins Theatre.
Also, during 2007 we opened Gateway Overlook in Columbia,
Maryland; Espark in Eskisehir, Turkey; Bangu Shopping in Rio de
Janeiro, Brazil and Santana Parque Shopping in Sao Paulo, Brazil.
32
Eight significant new retail development projects are currently
under construction, and are expected to open in 2008 through
2010:
Consolidated
Properties:
|
|
|
Elk Grove Promenade in Elk Grove, California
|
|
|
The Shops at La Cantera in San Antonio, Texas
|
|
|
Vista Commons in Las Vegas, Nevada
|
Unconsolidated Properties:
|
|
|
Boulevard in Belo Horizonte, Brazil
|
|
|
Caxias in Rio de Janeiro, Brazil
|
|
|
Echelon in Las Vegas, Nevada
|
|
|
Pinnacle Hills South in Rogers, Arkansas
|
|
|
RiverCrossing in Macon, Georgia
|
Total expenditures (including our share of the Unconsolidated
Real Estate Affiliates) for these redevelopment and development
projects were approximately $790 million as of
December 31, 2007.
We also have six other planned new retail or mixed-use
developments and seven planned expansion and redevelopment
projects.
Overview
Master Planned Communities Segment
Our Master Planned Communities business consists of the
development and sale of residential and commercial land,
primarily in large-scale projects in and around Columbia,
Maryland; Houston, Texas; and Summerlin, Nevada. Residential
sales include standard, custom and high density (i.e.
condominium, town homes and apartments) parcels. Standard
residential lots are designated for detached and attached
single- and multi-family homes, ranging from entry-level to
luxury homes. At our Summerlin project, we have further
designated certain residential parcels as custom lots as their
premium price reflects their larger size and other
distinguishing features including gated communities, golf course
access and higher elevations. Commercial sales include parcels
designated for retail, office, services and other for-profit
activities, as well as those parcels designated for use by
government, schools and other
not-for-profit
entities.
Revenues are derived primarily from the sale of finished lots,
including infrastructure and amenities, and undeveloped property
to both residential and commercial developers. Additional
revenues are earned through participations with builders in
their sales of finished homes to homebuyers. Revenues and net
operating income are affected by such factors as the
availability to purchasers of construction and permanent
mortgage financing at acceptable interest rates, consumer and
business confidences, regional economic conditions in the areas
surrounding the projects, levels of homebuilder inventory, other
factors affecting the homebuilder business and sales of
residential properties generally, availability of saleable land
for particular uses and our decisions to sell, develop or retain
land.
Our primary strategy in this segment is to develop and sell land
in a manner that increases the value of the remaining land to be
developed and sold and to provide current cash flows. Our Master
Planned Communities projects are owned by taxable REIT
subsidiaries and, as a result, are subject to income taxes. Cash
requirements to meet federal income tax requirements will
increase in future years as we exhaust certain net loss carry
forwards and as certain master planned community developments
are completed for tax purposes and, as a result, previously
deferred taxes must be paid. Such cash requirements could be
significant. Additionally, revenues from the sale of land at
Summerlin are subject to the Contingent Stock Agreement as more
fully described in Note 14.
The pace of land sales for standard residential lots has
declined in recent periods. We expect diminished demand for
residential land to continue into 2008.
33
Based on the results of our evaluations for impairment
(Note 2), we recognized a non-cash impairment charge of
$127.6 million in 2007 related to our Columbia and Fairwood
properties in our Master Planned Communities segment.
Overview
Other
During 2007, we obtained approximately $4.46 billion of
consolidated debt through new financings and refinancings. Our
share of debt issued by our Unconsolidated Real Estate
Affiliates totaled approximately $323.5 million during the
same period. Proceeds from the issuances were used, in part, to
repay approximately $990.3 million of variable-rate debt
and $1.45 billion of fixed rate debt.
Effective January 1, 2007, Rouse Property Management, Inc.,
a taxable REIT subsidiary of TRCLP, was merged into GGMI, a
taxable REIT subsidiary of GGPLP. The transfer combined
substantially all of our domestic management activities into a
single TRS, but has not had a significant impact on our results
of operations.
We also restructured an additional TRS effective March 31,
2007. Through a series of transactions, a private REIT owned by
GGPLP was contributed to TRCLP and that additional TRS became a
qualified REIT subsidiary of that private REIT. This transaction
resulted in approximately a $328.4 million decrease in our
net deferred tax liabilities, an approximate $7.4 million
increase in our current taxes payable and an approximate
$321.0 million income tax benefit related to the properties
now owned by that private REIT.
During the third quarter 2007, we completed the Homart I
acquisition (Note 3) for an aggregate purchase price,
including our share of debt and liabilities assumed, of
approximately $2.3 billion.
In addition, during 2007 we acquired the minority ownership
interest in two operating properties for a purchase price of
approximately $13 million, four former Mervyns
department stores for an aggregate purchase price of
approximately $18 million, and increased our investment in
our Brazilian joint venture by approximately $98.5 million
primarily for additional construction and acquisition purposes.
Seasonality
Although we have a year-long temporary leasing program,
occupancies for short-term tenants and, therefore, rental income
recognized, are higher during the second half of the year. 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 fourth quarter. As a result, revenue production
is generally highest in the fourth quarter 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. For example, significant estimates and assumptions have
been made with respect to useful lives of assets, capitalization
of development and leasing costs, provision for income taxes,
recoverable amounts of receivables and deferred taxes, initial
valuations and related amortization periods of deferred costs
and intangibles, particularly with respect to property
acquisitions, and cost ratios and completion percentages used
for land sales. Actual results could differ from those estimates.
Critical
Accounting Policies
Critical accounting policies are those that are both significant
to the overall presentation of our financial condition and
results of operations and require management to make difficult,
complex or subjective judgments. Our critical accounting
policies are those applicable to the following:
Initial valuations and estimated useful lives or amortization
periods for property and intangibles. When we
acquire a property, we make an initial assessment of the initial
valuation and composition of the assets acquired and
34
liabilities assumed. These assessments consider fair values of
the respective assets and liabilities and are primarily
determined based on estimated future cash flows using
appropriate discount and capitalization rates, but may also be
based on independent appraisals or other market data. 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 propertys operations, and our plans
for such property. These estimates are particularly important as
they are used for the allocation of purchase price between
depreciable and non-depreciable real estate and other
identifiable intangibles including above, below and at-market
leases. Significant differences in annual depreciation or
amortization expense may result from the differing amortization
periods related to such purchased assets and liabilities. As a
result, the impact of these estimates on our operations could be
substantial.
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
propertys assets and liabilities. Changes in our overall
plans (for example, the extent and nature of a proposed
redevelopment of a property) and our 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.
Impairment. We review our real estate assets,
which include developments in progress and investment land and
land held for development and sale, for potential impairment
indicators whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Impairment
indicators for our retail and other segment are assessed
separately for each property and include, but are not limited
to, significant decreases in real estate property net operating
income and occupancy percentages. Impairment indicators for our
master planned communities segment are assessed separately for
each parcel or community and include, but are not limited to,
significant decreases in sales pace or average selling prices,
significant increases in expected land development and
construction costs or cancellation rates, and projected losses
on expected future land sales. Impairment indicators for
development in progress or other developments are assessed by
project and include, but are not limited to, significant changes
in projected completion dates, development costs or market
factors.
If an indicator of potential impairment exists, we would test
the asset for recoverability by comparing its carrying value to
the estimated future undiscounted operating cash flow. We
consider a real estate asset to be impaired when the estimated
future undiscounted operating cash flow is less than its
carrying value. To the extent we identify that an impairment has
occurred, we would expense the excess of the carrying value of
the asset over its estimated fair value.
Recoverable amounts of receivables and deferred
taxes. We make periodic assessments of the
collectibility 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. The receivable analysis places particular
emphasis on past-due accounts and considers the nature and age
of the receivables, the payment history and financial condition
of the payee, the basis for any disputes or negotiations with
the payee and other information which may impact collectibility.
For straight-line rents, the analysis considers the probability
of collection of the unbilled deferred rent receivable given our
experience regarding such amounts. For deferred taxes, an
assessment of the recoverability of the tax asset considers the
current expiration periods of the prior net operating loss
carryforwards and the estimated future taxable income of our
taxable REIT subsidiaries. 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
our taxable REIT subsidiaries.
Capitalization of development and leasing
costs. We capitalize the costs of development and
leasing activities of our properties. These costs are incurred
both at the property location and at the regional and corporate
office levels. The amount of capitalization depends, in part, on
the identification and justifiable allocation of certain
activities to specific projects and leases. Differences in
methodologies of cost identification and documentation, as well
as differing assumptions as to the time incurred on projects,
can yield significant differences in the amounts capitalized
and, as a result, the amount of depreciation recognized.
35
Revenue recognition and related
matters. Minimum rent revenues are recognized on
a straight-lined basis over the terms of the related leases.
Minimum rent revenues also include amounts collected from
tenants to allow the termination of their leases prior to their
scheduled termination dates and accretion related to above and
below-market tenant leases on acquired properties. Straight-line
rents receivable represents the current net cumulative rents
recognized prior to when billed and collectible as provided by
the terms of the leases. Overage rents are recognized on an
accrual basis once tenant sales exceed contractual tenant lease
thresholds. Recoveries from tenants are established in the
leases or computed based upon a formula related to real estate
taxes, insurance and other shopping center operating expenses
and are generally recognized as revenues in the period the
related costs are incurred.
Revenues from land sales are recognized using the full accrual
method provided that various criteria relating to the terms of
the transactions and our subsequent involvement with the land
sold are met. Revenues relating to transactions that do not meet
the established criteria are deferred and recognized when the
criteria are met or using the installment or cost recovery
methods, as appropriate in the circumstances. For land sale
transactions in which we are required to perform additional
services and incur significant costs after title has passed,
revenues and cost of sales are recognized on a percentage of
completion basis.
Cost ratios for land sales are determined as a specified
percentage of land sales revenues recognized for each master
planned community project. The cost ratios used are based on
actual costs incurred and estimates of development costs and
sales revenues for completion of each project. The ratios are
reviewed regularly and revised for changes in sales and cost
estimates or development plans. Significant changes in these
estimates or development plans, whether due to changes in market
conditions or other factors, could result in changes to the cost
ratio used for a specific project. The increase in the basis of
the land due to purchase price accounting adjustments has
resulted in a significant increase in the cost ratios of our
projects. The specific identification method is used to
determine cost of sales for certain parcels of land, including
acquired parcels we do not intend to develop or for which
development is complete at the date of acquisition.
Results
of Operations
Our revenues are primarily received from tenants in the form of
fixed minimum rents, overage rents and recoveries of operating
expenses. We have presented the following discussion of our
results of operations on a segment basis under the proportionate
share method. Under the proportionate share method, our share of
the revenues and expenses of the Unconsolidated Properties are
combined with the revenues and expenses of the Consolidated
Properties. Other revenues are increased by the real estate net
operating income of discontinued operations and are reduced by
our consolidated minority interest venturers share of real
estate net operating income. See Note 16 for additional
information including reconciliations of our segment basis
results to GAAP basis results. The Homart I acquisition changes
the consolidated revenue and expense items below, as the
acquisition resulted in the consolidation of the operations of
the properties acquired. Historically, the Companys share
of such operations was reflected as equity in income of
Unconsolidated Real Estate Affiliates. Segment operations also
were significantly impacted by the Homart I acquisition, as an
additional 50% share of the operations of the properties are
included in the segment results after the purchase date.
Accordingly, discussion of the operational results below has
been limited to only those elements of operating trends that
were not a function of the Homart I acquisition.
36
Year
Ended December 31, 2007 and 2006
Retail
and Other Segment
The following table compares major revenue and expense items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2007
|
|
|
2006
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
2,339,915
|
|
|
$
|
2,181,845
|
|
|
$
|
158,070
|
|
|
|
7.2
|
%
|
Tenant recoveries
|
|
|
1,033,287
|
|
|
|
960,816
|
|
|
|
72,471
|
|
|
|
7.5
|
|
Overage rents
|
|
|
101,229
|
|
|
|
91,911
|
|
|
|
9,318
|
|
|
|
10.1
|
|
Other
|
|
|
198,794
|
|
|
|
188,331
|
|
|
|
10,463
|
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
3,673,225
|
|
|
|
3,422,903
|
|
|
|
250,322
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
296,962
|
|
|
|
277,381
|
|
|
|
19,581
|
|
|
|
7.1
|
|
Repairs and maintenance
|
|
|
257,095
|
|
|
|
242,846
|
|
|
|
14,249
|
|
|
|
5.9
|
|
Marketing
|
|
|
66,897
|
|
|
|
61,810
|
|
|
|
5,087
|
|
|
|
8.2
|
|
Other property operating costs
|
|
|
571,269
|
|
|
|
527,030
|
|
|
|
44,239
|
|
|
|
8.4
|
|
Provision for doubtful accounts
|
|
|
7,404
|
|
|
|
22,871
|
|
|
|
(15,467
|
)
|
|
|
(67.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
1,199,627
|
|
|
|
1,131,938
|
|
|
|
67,689
|
|
|
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
$
|
2,473,598
|
|
|
$
|
2,290,965
|
|
|
$
|
182,633
|
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Higher effective rents, retail center occupancy and leased area
across the portfolio contributed to the increase in minimum
rents in 2007. Retail center occupancy, excluding international
properties and properties in redevelopment, was 93.8% at
December 31, 2007 as compared to 93.6% at December 31,
2006. Mall and freestanding GLA for the retail properties,
excluding international properties and properties in
redevelopment, increased to 62.8 million square feet at
December 31, 2007 compared to 61.9 million square feet
at December 31, 2006.
Our leases include both a base rent component and a component
which requires tenants to pay amounts related to all, or
substantially all, of their share of real estate taxes and
certain property operating expenses, including common area
maintenance and insurance. The portion of these leases
attributable to real estate tax and operating expense recoveries
are recorded as Tenant recoveries.
The increase in overage rents is primarily attributable to The
Grand Canal Shoppes as a result of increased tenant sales in
2007 compared to 2006. Increased tenant sales across the
portfolio contributed to the remaining increase.
Other revenues include all other property revenues including
vending, parking, sponsorship and advertising revenues, less NOI
of minority interests in consolidated joint ventures. The
increase in 2007 is primarily due to an increase in advertising
revenue across the portfolio and lower allocations to minority
interests as a result of certain acquisitions of our venture
partners ownership shares since 2006.
Real estate taxes increased in 2007 as compared to 2006
partially due to a $1.6 million increase at Glenbrook
Square resulting from a higher tax assessment and a
$0.9 million increase at Stonestown Galleria as the result
of revised prior period assessments.
Other property operating costs increased in 2007 as compared to
2006 due to lower insurance costs in 2006. Other property
operating expenses also increased at Ala Moana Center, The Grand
Canal Shoppes, Oakwood Center and Riverwalk Marketplace. Lastly,
expenses increased at our Brazil joint venture primarily as a
result of acquisitions.
The provision for doubtful accounts decreased in 2007 primarily
due to the recognition of approximately $13.4 million of
business interruption insurance recoveries at Oakwood Center and
Riverwalk Marketplace, which offset previously reserved tenant
rents.
37
Master
Planned Communities Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2007
|
|
|
2006
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Land sales
|
|
$
|
230,666
|
|
|
$
|
508,744
|
|
|
$
|
(278,078
|
)
|
|
|
(54.7
|
)%
|
Land sales operations
|
|
|
(174,521
|
)
|
|
|
(378,757
|
)
|
|
|
(204,236
|
)
|
|
|
(53.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income before impairment charge
|
|
|
56,145
|
|
|
|
129,987
|
|
|
|
(73,842
|
)
|
|
|
(56.8
|
)
|
Columbia and Fairwood Communities impairment charge
|
|
|
(127,600
|
)
|
|
|
|
|
|
|
127,600
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income (loss)
|
|
$
|
(71,455
|
)
|
|
$
|
129,987
|
|
|
$
|
(201,442
|
)
|
|
|
(155.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales declined for 2007, predominantly due to significant
reductions at our Summerlin community. We expect the declining
trend to continue in 2008. As a result of high inventories of
unsold homes and land across the country, national home builders
have reduced activity even in generally strong markets such as
Las Vegas and Houston.
Based on the results of our evaluations for impairment
(Note 2), we recognized a non-cash impairment charge of
$127.6 million in 2007 related to our Columbia and Fairwood
communities located in Maryland.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lot Sales and
|
|
|
|
|
|
|
|
|
|
|
|
|
Pricing
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross
|
|
|
Saleable
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Acres
|
|
|
Acres
|
|
|
|
|
|
|
($ in thousands)
|
|
|
Maryland communities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
10.7
|
|
|
|
46.5
|
|
|
|
|
|
|
|
263
|
|
|
|
|
|
Average price/acre
|
|
$
|
420
|
|
|
$
|
966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
20.4
|
|
|
|
55.2
|
|
|
|
|
|
|
|
325
|
|
|
|
|
|
Average price/acre
|
|
$
|
548
|
|
|
$
|
681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
19,100
|
|
|
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summerlin (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
39.3
|
|
|
|
251.2
|
|
|
|
|
|
|
|
6,815
|
|
|
|
|
|
Average price/acre
|
|
$
|
1,246
|
|
|
$
|
1,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
20.8
|
|
|
|
22.5
|
|
|
|
|
|
|
|
867
|
|
|
|
|
|
Average price/acre
|
|
$
|
1,108
|
|
|
$
|
251
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
|
|
7,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lot Sales and
|
|
|
|
|
|
|
|
|
|
|
|
|
Pricing
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross
|
|
|
Saleable
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Acres
|
|
|
Acres
|
|
|
|
|
|
|
($ in thousands)
|
|
|
Bridgeland:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
66.0
|
|
|
|
64.3
|
|
|
|
|
|
|
|
6,026
|
|
|
|
|
|
Average price/acre
|
|
$
|
248
|
|
|
$
|
222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,261
|
|
|
|
|
|
Average price/acre
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
11,400
|
|
|
|
7,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodlands (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
293.1
|
|
|
|
288.1
|
|
|
|
|
|
|
|
1,451
|
|
|
|
|
|
Average price/acre
|
|
$
|
362
|
|
|
$
|
374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
92.4
|
|
|
|
85.6
|
|
|
|
|
|
|
|
1,120
|
|
|
|
|
|
Average price/acre
|
|
$
|
395
|
|
|
$
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
28,400
|
|
|
|
2,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Maryland communities include Columbia and Fairwood. |
|
(2) |
|
Summerlin Does not reflect impact of CSA
(Note 14). Average price per acre includes assumption of
Special Improvement District financing. |
|
(3) |
|
Summerlin Includes the effect of a single sale of a
19.1 acre parcel to a school at a price of $25 thousand per
acre. |
|
(4) |
|
Woodlands Shown at 100%. Our share of The Woodlands
is 52.5%. |
Average Price per Acre is the aggregate contract price paid for
all parcels sold, divided by the relevant number of acres sold
and is based on sales closed. This average price can fluctuate
widely, depending on location of the parcels within a community
and the unit price and density of what is sold. The average
price per acre does not include payments received under
builders price participation agreements, where we may
receive additional proceeds post-sale and record those revenues
at that later date, based on the final selling price of the
home. In some cases, these payments have been significant with
respect to the initial lot price. In addition, there will be
other timing differences between lot sales and reported revenue
due to timing of revenue recognition under generally accepted
accounting principles. The above pricing data also does not
reflect the impact of income taxes and the CSA (Note 14),
which can have a material impact on results.
Residential Acreage includes standard, custom and high density
residential land parcels. Standard residential lots are
designated for detached and attached single- and multi-family
homes, of a broad range, from entry-level to luxury homes. At
Summerlin, we have designated certain residential parcels as
custom lots as their premium price reflects their larger size
and other distinguishing features, such as being within a gated
community, having golf course access or being located at higher
elevations. High density residential includes townhomes,
apartments and condos.
Commercial Acreage is designated for retail, office, services
and other for-profit activities, as well as those parcels
allocated for use by government, schools, houses of worship and
other
not-for-profit
entities.
39
Gross Acres encompasses all of the land located within the
borders of the Master Planned Community, including parcels
already sold, saleable parcels and non-saleable areas, such as
roads, parks and recreation and conservation areas.
Remaining Saleable Acres includes only parcels that are intended
for sale. The mix of intended use, as well as amount of
remaining saleable acres, is likely to change over time as the
master plan for a particular project is developed over time.
Certain
Significant Consolidated Revenues and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2007
|
|
|
2006
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Tenant rents
|
|
$
|
2,882,491
|
|
|
$
|
2,602,487
|
|
|
$
|
280,004
|
|
|
|
10.8
|
%
|
Land sales
|
|
|
145,649
|
|
|
|
423,183
|
|
|
|
(277,534
|
)
|
|
|
(65.6
|
)
|
Property operating expenses
|
|
|
944,338
|
|
|
|
861,351
|
|
|
|
82,987
|
|
|
|
9.6
|
|
Land sales operations
|
|
|
244,308
|
|
|
|
316,453
|
|
|
|
(72,145
|
)
|
|
|
(22.8
|
)
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
(9,214
|
)
|
|
|
(8.0
|
)
|
Property management and other costs
|
|
|
198,610
|
|
|
|
181,033
|
|
|
|
17,577
|
|
|
|
9.7
|
|
General and administrative
|
|
|
37,005
|
|
|
|
18,800
|
|
|
|
18,205
|
|
|
|
96.8
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
89,225
|
|
|
|
100.0
|
|
Depreciation and amortization
|
|
|
670,454
|
|
|
|
690,194
|
|
|
|
(19,740
|
)
|
|
|
(2.9
|
)
|
Interest expense
|
|
|
1,174,097
|
|
|
|
1,117,437
|
|
|
|
56,660
|
|
|
|
5.1
|
|
(Benefit from) provision for income taxes
|
|
|
(294,160
|
)
|
|
|
98,984
|
|
|
|
(393,144
|
)
|
|
|
(397.2
|
)
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
44,160
|
|
|
|
38.7
|
|
Changes in consolidated tenant rents (which includes minimum
rents, tenant recoveries and overage rents), land sales,
property operating expenses and land sales operations were
attributable to the same items discussed above in our segment
basis results, excluding those items related to our
Unconsolidated Properties.
Management and other fees were relatively consistent with last
year. Property management and other costs and general and
administrative in aggregate represent our costs of doing
business and are generally not direct property-related costs.
Property management and other costs increased primarily as a
result of higher personnel and personnel-related costs in 2007.
The increase was attributable to higher incentive compensation
costs.
The increase in general and administrative is attributable to
higher senior management compensation expense, including bonuses
and higher stock option expense resulting from the acceleration
of the vesting period for certain stock options in the first
quarter 2007 and the accrual of litigation costs as discussed
immediately below and in Note 5.
The litigation provision in 2007 reflects the accrual of 100% of
the judgment in the Caruso Affiliated Holdings and Glendale
Galleria matter. We are currently in the process of appealing
such judgment but believe such provision is necessary as a
result of our potential responsibility as managing agent of the
property (Note 5).
The decrease in depreciation and amortization is primarily due
to the change in estimate of the useful life of certain
intangible assets and liabilities acquired in the TRC Merger,
the completed depreciation of broadband equipment and other
shorter-lived assets acquired or developed in the period 1998 to
2002 and a cumulative adjustment to the useful lives of certain
assets.
The increase in interest expense is primarily due to higher
average debt balances during 2007. This increase is partially
offset by higher capitalized interest earlier in the year. As a
result of the increase in our development activities, we
capitalized more interest in 2007 than in 2006. Additionally, we
incurred lower debt extinguishment costs in 2007 as a result of
reduced refinancing activity. In the first quarter of 2006, we
amended the senior unsecured credit facility and reduced the
rate by approximately 60 basis points and refinanced
$2 billion of variable-rate debt with lower fixed-rate
property debt in the third quarter of 2006. See Liquidity and
Capital Resources for
40
information regarding 2007 financing activity and Item 7A,
Quantitative and Qualitative Disclosures About Market
Risk, for additional information regarding the potential
impact of future interest rate increases.
Substantially all of the change in the (benefit from) provision
for income taxes is attributable to an internal restructuring of
certain of our operating properties that were previously owned
by TRS entities. This restructuring resulted in an approximate
$321.0 million income tax benefit. In addition, the
(benefit from) provision for income taxes for 2007 includes a
deferred income tax benefit of $50.5 million associated
with the impairment charge recorded at our Maryland communities.
Also impacting the change was the recognition of potential
interest expense related to unrecognized tax benefits recorded
as the result of the adoption of FIN 48.
The increase in equity in income of Unconsolidated Real Estate
Affiliates in 2007 compared to 2006 is primarily due to our
share of gain related to the sales of non-retail properties by
two of our joint ventures. Our share of income related to the
operations at our Brazil joint venture increased primarily due
to acquisitions in 2007. Such increases were partially offset by
the decrease in our share of the operations of GGP/Homart I as
such operations are now fully consolidated due to our
acquisition of our joint venture partners 50% ownership
share of the venture on July 6, 2007 (Note 3).
Year
Ended December 31, 2006 and 2005
Retail
and Other Segment
The following table compares major revenue and expense items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2005
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
2,181,845
|
|
|
$
|
2,064,127
|
|
|
$
|
117,718
|
|
|
|
5.7
|
%
|
Tenant recoveries
|
|
|
960,816
|
|
|
|
936,029
|
|
|
|
24,787
|
|
|
|
2.6
|
|
Overage rents
|
|
|
91,911
|
|
|
|
83,713
|
|
|
|
8,198
|
|
|
|
9.8
|
|
Other
|
|
|
188,331
|
|
|
|
172,477
|
|
|
|
15,854
|
|
|
|
9.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
3,422,903
|
|
|
|
3,256,346
|
|
|
|
166,557
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
277,381
|
|
|
|
261,331
|
|
|
|
16,050
|
|
|
|
6.1
|
|
Repairs and maintenance
|
|
|
242,846
|
|
|
|
238,703
|
|
|
|
4,143
|
|
|
|
1.7
|
|
Marketing
|
|
|
61,810
|
|
|
|
78,227
|
|
|
|
(16,417
|
)
|
|
|
(21.0
|
)
|
Other property operating costs
|
|
|
527,030
|
|
|
|
510,432
|
|
|
|
16,598
|
|
|
|
3.3
|
|
Provision for doubtful accounts
|
|
|
22,871
|
|
|
|
18,725
|
|
|
|
4,146
|
|
|
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
1,131,938
|
|
|
|
1,107,418
|
|
|
|
24,520
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
$
|
2,290,965
|
|
|
$
|
2,148,928
|
|
|
$
|
142,037
|
|
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in minimum rents is primarily attributable to the
following:
|
|
|
Higher minimum rents, especially at The Shops at La Cantera
which opened in September 2005, and Ala Moana Center which was
recently redeveloped
|
|
|
The acquisition of Whalers Village by one of our joint
ventures, the acquisition of our partners share of GGP
Ivanhoe IV, Inc. and the acquisition of Shopping Campina Grande
as well as other properties in our Brazil joint venture
|
|
|
Higher specialty leasing and kiosk rents, especially at
properties acquired in the 2004 TRC Merger, as well as
higher termination income
|
|
|
Greater use of vacant space for temporary tenant rentals
|
41
Tenant recoveries increased primarily as a result of higher
operating costs, as discussed below, that are substantially
recoverable from our tenants.
The increase in overage rents is primarily attributed to The
Grand Canal Shoppes and Fashion Show as the result of increased
sales and occupancy compared to 2005.
Other revenues include all other property revenues including
vending, parking, sponsorship and advertising revenues in
addition to real estate property NOI of discontinued operations
less NOI of minority interests in consolidated joint ventures.
Increases in vending, parking, sponsorship and advertising
revenues in 2006 were partially offset by higher minority
interest allocations, especially at The Shops at
La Cantera, which opened in September 2005. Additionally we
had a gain on sale of an unconsolidated office property in 2006,
a reduction to income by an Unconsolidated Property in 2005, and
NOI of discontinued operations in 2005.
Higher real estate taxes are primarily attributed to The Shops
at La Cantera and Jordan Creek Town Center with
substantially all of the remaining properties in the portfolio
reporting individual minor increases.
The increase in repairs and maintenance is primarily attributed
to Ala Moana Center, The Shops at La Cantera, Providence
Place, the acquisition of Whalers Village and the
acquisition of our partners share in GGP Ivanhoe IV, Inc.
Marketing expenses decreased at substantially all of our
properties due to significant cost control initiatives.
Property operating expenses increased due to higher electric
expense, security expense and insurance costs across the
portfolio. Property operating expenses in 2005 include a
reduction to expenses by an Unconsolidated Property, which was
acquired during the TRC Merger. Such increases were offset by
decreases at Oakwood Center which operated at substantially
reduced capacity in 2006 due to hurricane-related damage
incurred in September 2005.
The increase in the provision for doubtful accounts is primarily
due to Oakwood Center and Riverwalk Marketplace, which were
damaged as discussed in Note 14. The increases were
partially offset by provisions in 2005 including an individual
tenant bankruptcy.
Master
Planned Communities Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2005
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Land sales
|
|
$
|
508,744
|
|
|
$
|
468,294
|
|
|
$
|
40,450
|
|
|
|
8.6
|
%
|
Land sales operations
|
|
|
(378,757
|
)
|
|
|
(372,641
|
)
|
|
|
6,116
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
129,987
|
|
|
$
|
95,653
|
|
|
$
|
34,334
|
|
|
|
35.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in land sales is substantially due to a single
$123 million sale to a home builder at our Summerlin
project in December 2006. The increase was offset by lower
demand at our Columbia and Fairwood projects. See the table
below for additional detail regarding the acres sold and the
price per acre sold.
Both real estate property net operating income and real estate
property net operating income as a percent of land sales
increased over 2005. These increases are primarily due to an
increase in the builder participation at our Summerlin
development and to an increase in the margin between the cost
and the sales prices for developed lots. Lots developed and sold
since the TRC Merger have higher profit margins than lots which
were finished at the time of the TRC Merger because all lots
were
marked-to-market
at the time of the TRC Merger.
42
As the new housing market softened throughout 2006, demand at
our Summerlin, Columbia and Fairwood projects declined and a
number of anticipated sales were cancelled by the builders.
Unlike other markets in which builders have a significantly
higher supply of unsold homes, demand at Woodlands and
Bridgeland, which began sales in the first quarter of 2006, did
not decline in 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lot Sales and Pricing
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Saleable
|
|
|
|
2006
|
|
|
2005
|
|
|
Acres
|
|
|
Acres
|
|
|
|
($ in thousands)
|
|
|
Maryland communities (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
46.5
|
|
|
|
86.9
|
|
|
|
|
|
|
|
228
|
|
Average price/acre
|
|
$
|
966
|
|
|
$
|
833
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
55.2
|
|
|
|
50.3
|
|
|
|
|
|
|
|
352
|
|
Average price/acre
|
|
$
|
681
|
|
|
$
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
19,100
|
|
|
|
580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summerlin (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
251.2
|
|
|
|
269.7
|
|
|
|
|
|
|
|
5,527
|
|
Average price/acre
|
|
$
|
1,067
|
|
|
$
|
860
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
22.5
|
|
|
|
10.0
|
|
|
|
|
|
|
|
888
|
|
Average price/acre
|
|
$
|
251(3
|
)
|
|
$
|
511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
|
|
6,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridgeland:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
64.3
|
|
|
|
|
|
|
|
|
|
|
|
5,308
|
|
Average price/acre
|
|
$
|
222
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,211
|
|
Average price/acre
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
10,200
|
|
|
|
6,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodlands (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
288.1
|
|
|
|
337.3
|
|
|
|
|
|
|
|
1,814
|
|
Average price/acre
|
|
$
|
374
|
|
|
$
|
312
|
|
|
|
|
|
|
|
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres sold
|
|
|
96.0
|
|
|
|
109.9
|
|
|
|
|
|
|
|
1,188
|
|
Average price/acre
|
|
$
|
397
|
|
|
$
|
372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
|
|
|
|
|
|
|
|
|
|
|
28,400
|
|
|
|
3,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Maryland communities include Columbia and Fairwood. |
|
(2) |
|
Summerlin Does not reflect impact of CSA
(Note 14). Average price per acre includes assumption of
Special Improvement District financing. |
43
|
|
|
(3) |
|
Summerlin Includes the effect of a single sale of a
19.1 acre parcel to a school at a price of $25 thousand per
acre. |
|
(4) |
|
Woodlands Shown at 100%. Our share of The Woodlands
is 52.5%. |
Certain
Significant Consolidated Revenues and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ Increase
|
|
|
% Increase
|
|
|
|
2006
|
|
|
2005
|
|
|
(Decrease)
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Tenant rents
|
|
$
|
2,602,487
|
|
|
$
|
2,494,851
|
|
|
$
|
107,636
|
|
|
|
4.3
|
%
|
Land sales
|
|
|
423,183
|
|
|
|
385,205
|
|
|
|
37,978
|
|
|
|
9.9
|
|
Property operating expenses
|
|
|
861,351
|
|
|
|
868,926
|
|
|
|
(7,575
|
)
|
|
|
(0.9
|
)
|
Land sales operations
|
|
|
316,453
|
|
|
|
311,815
|
|
|
|
4,638
|
|
|
|
1.5
|
|
Management and other fees
|
|
|
115,798
|
|
|
|
91,022
|
|
|
|
24,776
|
|
|
|
27.2
|
|
Property management and other costs
|
|
|
181,033
|
|
|
|
144,526
|
|
|
|
36,507
|
|
|
|
25.3
|
|
General and administrative
|
|
|
18,800
|
|
|
|
15,539
|
|
|
|
3,261
|
|
|
|
21.0
|
|
Depreciation and amortization
|
|
|
690,194
|
|
|
|
672,914
|
|
|
|
17,280
|
|
|
|
2.6
|
|
Interest expense
|
|
|
1,117,437
|
|
|
|
1,031,241
|
|
|
|
86,196
|
|
|
|
8.4
|
|
Provision for income taxes
|
|
|
98,984
|
|
|
|
51,289
|
|
|
|
47,695
|
|
|
|
93.0
|
|
Changes in consolidated tenant rents (which includes minimum
rents, tenant recoveries and overage rents), land sales,
property operating expenses and land sales operations were
attributable to the same items discussed above in our segment
basis results, excluding those items related to our
Unconsolidated Properties.
Management and other fees increased as a result of higher
development fees earned as a result of the increased level of
expansion and redevelopment activity in 2006. The increase was
also attributed to higher management fees earned from our joint
venture partners due to acquisitions and openings of ground up
developments.
Property management and other costs increased primarily as a
result of higher personnel and personnel-related costs in 2006.
These increases were primarily attributable to revised
allocations between our operating properties and management cost
centers.
The increase in depreciation and amortization is primarily due
to an increase in depreciation and amortization as a result of
redevelopments, the opening of The Shops at La Cantera in
September 2005, acquisition of our partners share in GGP
Ivanhoe IV, Inc. and a change in depreciable life at one of our
properties (Note 2).
The net increase in interest expense is primarily attributable
to the following:
|
|
|
Increase in interest rates both on new fixed-rate financings and
variable-rate debt as a result of increases in the LIBOR rate
|
|
|
Lower amortization of purchase accounting
mark-to-market
adjustments (which reduce interest expense). This amortization
is reduced as debt is repaid and refinanced
|
|
|
Increased amortization of deferred finance costs as a result of
finance costs incurred in conjunction with the 2006 Credit
Facility
|
These increases were partially offset by lower interest expense
on our corporate and other unsecured term loans as a result of
refinancing activity in February and August 2006 and increased
capitalized interest (which reduces interest expense).
The increase in the provision for income taxes is attributable
to higher pre-tax book income subject to taxes at our TRS
entities, especially at the properties included in our Master
Planned Communities segment. The increase in the provision for
income taxes is more significant than the increase in net
operating income generated by this segment as certain expenses,
including participation expense, are not deductible for tax
purposes and the tax basis of properties sold is, generally,
significantly lower than the cost of properties sold for
financial reporting purposes.
44
Liquidity
and Capital Resources
Our primary uses and sources of our consolidated cash are as
follows:
|
|
|
Uses
|
|
Sources
|
|
Short-term:
|
|
|
Tenant construction allowances
Minor improvements made to individual
properties that are not recoverable through common area
maintenance charges to tenants
Dividend payments
Debt repayment requirements,
including both principal and interest
|
|
Operating cash flow, including the
distributions of our share of cash flow produced by
our Unconsolidated Real Estate Affiliates
Borrowings under revolving credit
facilities
Land sales from the Master Planned
Communities segment
|
Stock repurchases
|
|
|
Corporate and administrative expenses
|
|
|
Working capital needs
|
|
|
Longer-term:
|
|
|
New development, including the Master
Planned Communities segment
Major redevelopment,
renovation or expansion programs at individual properties
Debt repayment
requirements,including both principal and interest
Acquisitions, including
Anchor stores and contingent amounts on owned properties or
communities
Income tax payments
International expansion
|
|
Secured loans collateralized by
individual properties
Unsecured loans at either a venture or
company level
Offerings of equity and/or debt
securities
Construction loans
Mini-permanent loans
Long-term project financing
Joint venture formation with
institutional partners
Asset sales
|
Cash
Flows from Operating Activities
Net cash provided by operating activities was
$707.4 million in 2007, $816.4 million in 2006 and
$842.0 million in 2005.
Land/residential development and acquisitions expenditures,
which are related to our Master Planned Communities segment,
were $243.3 million in 2007, $200.4 million in 2006
and $170.0 million in 2005. These expenditures will vary
from year to year based on the pace of development and expected
sales. As discussed above, demand at our Las Vegas and Maryland
communities declined in 2007 and we expect this trend to
continue in 2008. As a result, land/residential development and
acquisitions expenditures are also expected to decline in 2008.
Net cash provided by (used for) working capital needs totaled
$130.1 million in 2007, ($72.4) million in 2006 and
($71.4) million in 2005. The increase in 2007 compared to
2006 is primarily attributable to higher real estate net
operating income in our Retail and Other segment, partially
offset by higher interest expense and provision for income
taxes. Working capital was consistent in 2006 compared to 2005.
The items above were partially offset in all years by a net
decrease in net income plus remaining adjustments to reconcile
to net cash provided by operating activities.
45
Cash
Flows from Investing Activities
Net cash used in investing activities was $1.78 billion in
2007, $210.4 million in 2006 and $154.2 million in
2005. Net investing cash (used in) provided by our
Unconsolidated Real Estate Affiliates was ($300.1) million
in 2007, $409.9 million in 2006 and $191.5 million in
2005. The changes are primarily attributable to contributions to
affiliates for development projects, distributions resulting
from excess proceeds from property financing activities and
disposition of properties, and pay-off of affiliate loans
related to the Homart I acquisition as well as other
unconsolidated affiliates.
Cash used for acquisition/development of real estate and
property additions/improvements was $1.50 billion in 2007,
$699.4 million in 2006 and $498.0 million in 2005.
Expenditures were primarily related to development and
redevelopment activity from 2005 through 2007, as well as the
Homart I acquisition in 2007. As of December 31, 2007, we
had nine redevelopment projects under construction, 10 new
development projects under construction and six other planned
new retail or mixed-use developments and seven planned expansion
and redevelopment projects. Total projected expenditures
(including our share of the Unconsolidated Real Estate
Affiliates) for the ten new development projects under
construction were approximately $790 million as of
December 31, 2007. Estimated future approved development
spending is approximately $2.10 billion as of
December 31, 2007 and is expected to be expended between
2008 and 2011.
Cash
Flows from Financing Activities
Net cash provided by (used in) financing activities was
$1.08 billion in 2007, ($611.6) million in 2006 and
($624.6) million in 2005.
Distributions to common stockholders, holders of Common Units
and holders of perpetual and convertible preferred units totaled
$561.7 million in 2007, $510.4 million in 2006 and
$461.9 million in 2005. Dividends paid per common share
were $1.85 in 2007, $1.68 in 2006 and $1.49 in 2005.
In 2005, our Board of Directors authorized a $200 million
per fiscal year common stock repurchase program. Stock
repurchases under this program may be made through open market
or privately negotiated transactions through 2009, unless the
program is earlier terminated. The repurchase program gives us
the ability to acquire some or all of the shares of common stock
to be issued upon the exercise of certain employee stock options
and pursuant to the CSA. We repurchased 1.8 million shares
for $95.6 million in 2007, 1.9 million shares for
$85.9 million under this program in 2006 and
2.2 million shares for $98.9 million in 2005.
We redeemed perpetual preferred units totaling
$60.0 million in 2007 and $183.0 million in 2005.
New financings exceeded principal payments on our debt by
$1.76 billion in 2007 and $115.3 million in 2005
whereas principal payments exceeded new financings by
$17.2 million in 2006.
46
Our consolidated debt and our pro rata share of the debt of our
Unconsolidated Real Estate Affiliates, after giving effect to
interest rate swap agreements, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions)
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate debt
|
|
$
|
21,035
|
|
|
$
|
17,838
|
|
|
$
|
14,789
|
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other unsecured
|
|
|
2,523
|
|
|
|
2,491
|
|
|
|
4,875
|
|
Other variable-rate debt
|
|
|
724
|
|
|
|
193
|
|
|
|
755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total variable-rate debt
|
|
|
3,247
|
|
|
|
2,684
|
|
|
|
5,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated
|
|
$
|
24,282
|
|
|
$
|
20,522
|
|
|
$
|
20,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate
(exluding deferred finance costs)
|
|
|
5.55
|
%
|
|
|
5.70
|
%
|
|
|
5.64
|
%
|
Unconsolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate debt
|
|
$
|
2,750
|
|
|
$
|
3,588
|
|
|
$
|
2,788
|
|
Variable-rate debt
|
|
|
299
|
|
|
|
296
|
|
|
|
455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unconsolidated Real Estate Affiliates
|
|
$
|
3,049
|
|
|
$
|
3,884
|
|
|
$
|
3,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate (exluding deferred finance costs)
|
|
|
5.74
|
%
|
|
|
5.66
|
%
|
|
|
5.56
|
%
|
In April 2007, GGPLP completed the sale of $1.55 billion
aggregate principal amount of 3.98% Exchangeable Senior Notes
(the 3.98% Notes) pursuant to Rule 144A
under the Securities Act of 1933 (Note 6).
On July 6, 2007, we closed on a $750 million credit
facility (Senior Bridge Facility) that was used to partially
fund the Homart I acquisition. The facility is secured by
several mall and office properties and matures on July 6,
2008. As of December 31, 2007, the balance on the Senior
Bridge Facility was $722.2 million.
Under the terms of the Facility, we are subject to the same
customary affirmative and negative covenants as the 2006 Credit
Facility. The interest rate of the facility is LIBOR plus 1.25%.
On February 24, 2006, we amended the 2004 Credit Facility,
which was entered into to fund the TRC Merger, and entered into
a Second Amended and Restated Credit Agreement (the 2006
Credit Facility). The 2006 Credit Facility provides for a
$2.85 billion term loan (the Term Loan) and a
$650 million revolving credit facility. As of
December 31, 2007, $220.9 million is available to be
drawn on the revolving credit facility.
The 2006 Credit Facility has a four year term, with a one year
extension option. The interest rate ranges from LIBOR plus 1.15%
to LIBOR plus 1.5%, depending on our leverage ratio and assuming
we maintain our election to have these loans designated as
Eurodollar loans. The interest rate, as of December 31,
2007, was LIBOR plus 1.25%.
Under the terms of the 2006 Credit Facility, we are subject to
customary affirmative and negative covenants. If a default
occurs, the lenders will have the option of declaring all
outstanding amounts immediately due and payable. Events of
default include a failure to maintain our REIT status under the
Internal Revenue Code, a failure to remain listed on the New
York Stock Exchange and such customary events as nonpayment of
principal, interest, fees or other amounts, breach of
representations and warranties, breach of covenant,
cross-default to other indebtedness and certain bankruptcy
events.
Concurrently with the 2006 Credit Facility transaction, we also
entered into a $1.4 billion term loan (the Short Term
Loan) and TRCLP entered into a $500 million term loan
(the Bridge Loan). The Short Term Loan was repaid in
August 2006 as part of various refinancing transactions
including the GGP mortgage pass-through certificates. The Bridge
Loan was fully repaid in May 2006 with a portion of the proceeds
obtained from the sale of $800 million of senior unsecured
notes which were issued by TRCLP. These notes provide for
semi-annual, interest-only payments at a rate of 6.75% and
payment of the principal in full on May 1, 2013.
47
Also concurrently with the 2006 Credit Facility transaction, GGP
Capital Trust I, a Delaware statutory trust (the
Trust) and a wholly-owned subsidiary of GGPLP,
completed a private placement of $200 million of trust
preferred securities (TRUPS). The Trust also issued
$6.2 million of Common Securities to GGPLP. The Trust used
the proceeds from the sale of the TRUPS and Common Securities to
purchase $206.2 million of floating rate Junior
Subordinated Notes of GGPLP due 2036. The TRUPS require
distributions equal to LIBOR plus 1.45%. Distributions are
cumulative and accrue from the date of original issuance. The
TRUPS mature on April 30, 2036, but may be redeemed
beginning on April 30, 2011 if the Trust exercises its
right to redeem a like amount of the Junior Subordinated Notes.
The Junior Subordinated Notes bear interest at LIBOR plus 1.45%.
We currently have approximately $2.63 billion and
$3.21 billion in debt maturing in 2008 and 2009,
respectively. Although no agreements to refinance such debt have
been reached, we currently anticipate that we will be able to
repay or refinance all of our debt on a timely basis. In
addition, we believe that we have sufficient sources of funds to
meet our short term cash needs and that covenants in the 2006
Credit Facility will not materially impact our liquidity or our
ability to operate our business. However, given our substantial
amount of indebtedness and the significant deterioration in the
credit markets, there can be no assurance that we will be able
to refinance our debt on satisfactory terms. In addition, our
ability to refinance our debt on acceptable terms will likely be
constrained further by any future increases in our aggregate
amount of outstanding debt. However, we currently intend to fund
future development costs at least in part through receipt of
excess proceeds from refinancing activities, which will increase
our outstanding debt.
In the event that we are unable to refinance our debt on a
timely basis and on acceptable terms, we will be required to
take alternative steps to acquire the funds necessary to satisfy
our short term cash needs, including our dividend payments and
debt obligations. Such potential steps may include raising
capital through the formation of joint ventures, asset sales or
equity sales, curtailing planned expenditures, including
development or redevelopment projects, or considering less
attractive sources of capital for refinancing. Because we
believe that changes in interest rates are the most significant
external factor affecting our cash flows and net income,
increases in interest rates on new financing, whether caused by
our high level of debt or continued general weakness in the real
estate credit markets, could have an adverse effect on our cash
flow and net income. We will continue to monitor our capital
structure, investigate potential investments or joint venture
partnership arrangements and consider the purchase or sale of
properties if they can be acquired or sold on terms that we
reasonably believe will enhance long-term stockholder value.
Certain properties are subject to financial performance
covenants, primarily debt service coverage ratios. We believe we
are in compliance with all such covenants as of
December 31, 2007.
We have not generally guaranteed the debt of the Unconsolidated
Real Estate Affiliates, however, certain Consolidated Properties
are cross-collateralized with Unconsolidated Properties and we
have retained or agreed to be responsible for a portion of
certain debt of the Unconsolidated Real Estate Affiliates.
48
Contractual
Cash Obligations and Commitments
The following table aggregates our contractual cash obligations
and commitments subsequent to December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent /
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Other(6)
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Long-term debt-principal(1)
|
|
$
|
2,627,523
|
|
|
$
|
3,205,058
|
|
|
$
|
3,944,643
|
|
|
$
|
7,107,117
|
|
|
$
|
3,743,889
|
|
|
$
|
3,586,493
|
|
|
$
|
24,214,723
|
|
Interest payments(2)
|
|
|
1,276,386
|
|
|
|
1,112,371
|
|
|
|
928,583
|
|
|
|
593,310
|
|
|
|
334,934
|
|
|
|
642,095
|
|
|
|
4,887,679
|
|
Retained debt-principal
|
|
|
2,446
|
|
|
|
2,606
|
|
|
|
119,694
|
|
|
|
776
|
|
|
|
37,740
|
|
|
|
|
|
|
|
163,262
|
|
Ground lease payments(1)
|
|
|
10,077
|
|
|
|
10,089
|
|
|
|
9,987
|
|
|
|
9,515
|
|
|
|
9,319
|
|
|
|
369,104
|
|
|
|
418,091
|
|
Committed real estate acquisition contracts and development
costs(3)
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
Purchase obligations(4)
|
|
|
130,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,041
|
|
Other long-term liabilities(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIN 48 obligations, including interest
|
|
|
20,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,027
|
|
|
|
146,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,466,647
|
|
|
$
|
4,330,124
|
|
|
$
|
5,002,907
|
|
|
$
|
7,710,718
|
|
|
$
|
4,125,882
|
|
|
$
|
4,723,719
|
|
|
$
|
30,359,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes non-cash purchase accounting adjustments.
(2) Based on rates as of December 31, 2007. Variable
rates are based on a LIBOR rate of 5.02%.
|
|
(3)
|
Reflects $300 million estimate of initial purchase price of
the Palazzo (Note 14), and $100 million to develop the
Echelon Retail Promenade which is expected to be completed in
the fall of 2010.
|
|
(4)
|
Reflects accrued and incurred construction costs payable in our
Retail and Other and Master Planned Communities segments.
Routine trade payables have been excluded. We expect development
and redevelopment expenditures of approximately
$2.10 billion from 2008 through 2011.
|
|
(5)
|
Other long-term liabilities related to ongoing real estate taxes
have not been included in the table as such amounts depend upon
future applicable real estate tax rates. Real estate tax expense
was $246.5 million in 2007, $218.5 million in 2006 and
$206.2 million in 2005.
|
|
(6)
|
The remaining FIN 48 liability for which reasonable
estimates about the timing of payments cannot be made is
disclosed within the Subsequent/Other column.
|
We anticipate that all of our debt will be repaid or refinanced
on a timely basis, and believe that we have adequate sources of
funds if additional capital is required for any of the above
listed obligations or for other purposes. However, as discussed
under Cash Flows from Investing Activities, there
can be no assurance that we can obtain such refinancing or
additional capital on satisfactory terms. Other than increases
in debt resulting from the receipt of excess proceeds from
refinancing activities, which we plan to obtain when possible on
acceptable terms, or in conjunction with current new
developments, redevelopments or acquisitions, there are no
current plans to incur additional debt, increase the amounts
available under our credit facilities or raise equity capital.
In conjunction with the TRC Merger, we assumed TRCs
obligations under a Contingent Stock Agreement
(CSA). TRC entered into the CSA in 1996 when they
acquired The Hughes Corporation (Hughes). This
acquisition included various assets, including Summerlin (the
CSA Assets), a project in our Master Planned
Communities segment. We agreed that the TRC Merger would not
have a prejudicial effect on the former Hughes owners or their
successors (the Beneficiaries) with respect to their
receipt of securities pursuant to the CSA. We further agreed to
indemnify and hold harmless the Beneficiaries against losses
arising out of any breach by us of these covenants.
Under the CSA, we are required to issue shares of our common
stock semi-annually (February and August) to the Beneficiaries.
The number of shares to be issued is based on cash flows from
the development
and/or sale
of the
49
CSA Assets and our stock price. We account for the
Beneficiaries share of earnings from the CSA Assets as an
operating expense. We delivered 698,601 shares of our
common stock (including 146,969 treasury shares) to the
Beneficiaries in 2007 and approximately 1.8 million
(including approximately 1.7 million treasury shares) in
2006.
Under the CSA, are also required to make a final stock
distribution to the Beneficiaries in 2010 following a final
valuation at the end of 2009. The amount of this distribution
will be based on the appraised values of the CSA Assets at such
time and is expected to be significant. We will account for this
distribution as additional investments in the related assets
(that is, contingent consideration).
The issuance of shares pursuant to any of the semi-annual or
final distributions will be significantly dilutive to our
existing stockholders if we issue new shares rather than
treasury shares or shares purchased on the open market.
Off-Balance
Sheet Financing Arrangements
We do not have any off-balance sheet financing arrangements.
REIT
Requirements
In order to remain qualified as a real estate investment trust
for federal income tax purposes, we must distribute or pay tax
on 100% of our capital gains and at least 90% of our ordinary
taxable income to stockholders. In determining distributions,
the Board of Directors considers operating cash flow.
We anticipate that our operating cash flow and potential new
debt or equity will provide adequate liquidity to conduct our
operations, fund general and administrative expenses, fund
operating costs and interest payments and allow distributions to
our stockholders in accordance with the requirements of the Code.
Recently
Issued Accounting Pronouncements and Developments
As described in Note 15, new accounting pronouncements have
been issued which are effective for the current or subsequent
year.
Inflation
Substantially all of our tenant leases contain provisions
designed to partially mitigate the negative impact of inflation.
Such provisions include clauses enabling us to receive overage
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 us to replace or renew such expiring
leases with new leases at higher rents. 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 our exposure to
increases in costs and operating expenses resulting from
inflation. In general, these amounts either vary annually based
on actual expenditures or are set on an initial share of costs
with provisions for annual increases.
Inflation also poses a risk to us due to the probability of
future increases in interest rates. Such increases would
adversely impact us due to our outstanding variable-rate debt.
We have limited our exposure to interest rate fluctuations
related to a portion of our variable-rate debt by the use of
interest rate cap and swap agreements. Finally, subject to
current market conditions, we have a policy of replacing
variable-rate debt with fixed-rate debt. However, in an
increasing interest rate environment the fixed rates we can
obtain with such replacement fixed-rate debt will also continue
to increase.
50
GLOSSARY
Anchor: A department store or other large
retail store with gross leaseable area greater than
30,000 square feet.
Code: The Internal Revenue Code of 1986, as
amended.
Common Units: The common units of GGP Limited
Partnership held by limited partners.
Company Portfolio: Includes both the
Unconsolidated Properties and the Consolidated Properties.
Consolidated Properties: Properties in which
we own either a majority or a controlling interest and, as a
result, are consolidated under GAAP.
CSA: The Contingent Stock Agreement under
which we assumed the obligations of TRC to issue shares of
common stock to the beneficiaries thereunder.
Exchange Act: Securities Exchange Act of 1934,
as amended.
Freestanding GLA: The gross leaseable area of
freestanding retail stores in locations that are not attached to
the primary complex of buildings that comprise a shopping
center, measured in square feet.
Funds From Operations or FFO: A supplemental
measure of operating performance defined by NAREIT 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
the preceding items in our unconsolidated partnerships and joint
ventures.
GAAP: Accounting principles generally accepted
in the United States of America.
GGMI: General Growth Management, Inc., which
manages, leases, and performs various services for some of our
Unconsolidated Real Estate Affiliates and approximately 30
properties owned by unaffiliated third parties, all located in
the United States. GGMI also performs marketing and strategic
partnership services at all of our Consolidated Properties.
GGPLP: GGP Limited Partnership, also referred
to as the Operating Partnership, the partnership through which
substantially all of our business is conducted.
Gross Leaseable Area or GLA: Gross leaseable
retail space, including Anchors and all other leaseable areas,
measured in square feet.
LIBOR: London Interbank Offered Rate. A widely
quoted market rate which is frequently the index used to
determine the rate at which we borrow funds.
Mall GLA: Gross leaseable retail space,
excluding both Anchors and Freestanding GLA, measured in square
feet.
Mall Stores: 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.
MD&A: The Managements Discussion
and Analysis of Financial Condition and Results of Operations
contained in Item 7 of this Annual Report on
Form 10-K.
NAREIT: The National Association of Real
Estate Investment Trusts.
NOI: Real estate property net operating
income, the measure of property operating performance used by
management. NOI represents the operating revenues of the
properties less property operating expenses, exclusive of
depreciation and amortization.
Operating Partnership: GGP Limited
Partnership, also referred to as GGPLP, the partnership through
which substantially all of our business is conducted.
Overage rent: Rent paid by the tenant if its
sales exceed an agreed upon minimum amount. The amount is
calculated by multiplying the sales in excess of the minimum
amount by a percentage defined in the applicable lease.
REIT: A real estate investment trust.
51
Remaining Saleable Acres: Includes only
parcels within our Master Planned Communities segment which are
intended for sale.
Retail Portfolio: The retail centers and
mixed-use and other properties within our Retail and Other
segment.
SEC: The United States Securities and Exchange
Commission.
Significant Tenants: Any tenant at a
community/strip center with gross leaseable area greater than
10,000 square feet.
Total GLA: The gross leaseable area of Anchor
stores plus Mall GLA and Freestanding GLA.
Total Gross Acres: Includes all of the land
located within the borders of the Master Planned Community,
including parcels already sold, saleable parcels, and
non-saleable areas such as roads, parks and recreation and
conservation areas.
Total Mall Stores Sales: The gross revenue
from product sales to customers generated by the Mall Stores.
TRC Merger: Our acquisition of The Rouse
Company on November 12, 2004.
TRCLP: The Rouse Company LP.
TRS: An entity that has elected to be treated
as taxable REIT subsidiary.
Unconsolidated Properties: Properties owned by
Unconsolidated Real Estate Affiliates and which are
unconsolidated under GAAP.
Unconsolidated Real Estate Affiliates: Joint
venture entities in which we own a non-controlling interest.
Item 7A. Quantitative
and Qualitative Disclosures About Market Risk
We are subject to market risk associated with changes in
interest rates both in terms of variable-rate debt and the price
of new fixed-rate debt upon maturity of existing debt and for
acquisitions. As of December 31, 2007, we had consolidated
debt of $24.28 billion, including $3.44 billion of
variable-rate debt of which approximately $195.0 million
was subject to interest rate swap agreements, which fixed the
interest rate we are required to pay on such debt at
approximately 4.78% per annum (excluding the impact of deferred
finance costs). Although the majority of the remaining
variable-rate debt is subject to interest rate cap agreements,
such interest rate caps generally limit our interest rate
exposure only if LIBOR exceeds a rate per annum significantly
higher (generally above 8% per annum) than current LIBOR rates
(5.02% at December 31, 2007). A 25 basis point
movement in the interest rate on the $3.25 billion of
variable-rate debt which is not subject to interest rate swap
agreements would result in an approximately $8.1 million
annualized increase or decrease in consolidated interest expense
and operating cash flows.
In addition, we are subject to interest rate exposure as a
result of variable-rate debt collateralized by the
Unconsolidated Properties for which similar interest rate swap
agreements have not been obtained. Our share (based on our
respective equity ownership interests in the Unconsolidated Real
Estate Affiliates) of such remaining variable-rate debt was
approximately $298.6 million at December 31, 2007. 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 an approximately $747 thousand
annualized increase or decrease in our equity in the income and
operating cash flows from Unconsolidated Real Estate Affiliates.
We are further subject to interest rate risk with respect to our
fixed-rate financing in that changes in interest rates will
impact the fair value of our fixed-rate financing. To determine
fair 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 collateral. At
December 31, 2007, the fair value of our debt is estimated
to be approximately $325.6 million lower than the carrying
value of $24.28 billion. If LIBOR were to increase by
25 basis points, the fair value of our debt would be
approximately $504.1 million lower than the carrying value
and the fair value of our swap agreements would decrease by
approximately $10.5 million. For additional information
concerning our debt, reference is made to Item 7, Liquidity
and Capital Resources and Note 6.
52
We have not entered into any transactions using derivative
commodity instruments.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
Reference is made to the Consolidated Financial Statements and
Consolidated Financial Statement Schedule beginning on
page F-1
for the required information.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
Item 9A. Controls
and Procedures
Disclosure Controls and Procedures As of the end of the
period covered by this report, we carried out an evaluation,
under the supervision and with the participation of our
management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in
Rules 13a-15(e)
and 15(d)-15(e) under the Securities Exchange Act of 1934, as
amended, (the Exchange Act)). Based on that
evaluation, the CEO and the CFO have concluded that our
disclosure controls and procedures are effective.
Internal Controls over Financial Reporting
There have been no changes in our internal controls during our
most recently completed fiscal quarter that have materially
affected or are reasonably likely to materially affect our
internal control over financial reporting.
MANAGEMENTS
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal
control over financial reporting is a process designed under the
supervision of our principal executive and principal financial
officers to provide reasonable assurance regarding the
reliability of financial reporting and preparation of our
financial statements for external reporting purposes in
accordance with generally accepted accounting principles in the
U.S.
As of December 31, 2007, we conducted an assessment of the
effectiveness of our internal control over financial reporting
based on the framework utilizing the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
in Internal Controls Integrated
Framework. Based on this assessment, management believes
that, as of December 31, 2007, the Company maintained
effective internal controls over financial reporting.
Deloitte & Touche LLP, the independent registered
accounting firm who audited our consolidated financial
statements contained in this
Form 10-K,
has issued a report on our internal control over financial
reporting, which is incorporated herein.
53
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois
We have audited the internal control over financial reporting of
General Growth Properties, Inc. and subsidiaries (the
Company) as of December 31, 2007, based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Companys
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying Managements Report on
Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on the Companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed by, or under the supervision of, the
companys principal executive and principal financial
officers, or persons performing similar functions, and effected
by the companys board of directors, management, and other
personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over
financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements
due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting
to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2007, based on the criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated financial statements as of and for the year ended
December 31, 2007 of the Company and our report dated
February 26, 2008 expressed an unqualified opinion on those
consolidated financial statements and included an explanatory
paragraph regarding the Companys adoption of Financial
Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008
54
Item 9B. Other
Information
Not applicable.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information which appears under the captions Matters
to be Voted Upon Proposal 1
Election of Class II Directors, Executive
Officer and Beneficial Owner Information Executive
Officers, Corporate Governance-Committees of the
Board of Directors-Audit Committee and
-Nominating & Governance Committee
and Executive Officer and Beneficial Owner
Information Section 16(a) Beneficial Ownership
Reporting Compliance in our proxy statement for our 2008
Annual Meeting of Stockholders is incorporated by reference into
this Item 10.
We have a Code of Business Conduct and Ethics which applies to
all of our employees, officers and directors, including our
Chairman, Chief Executive Officer and Chief Financial Officer.
The Code of Business Conduct and Ethics is available on the
Corporate Governance page of our website at www.ggp.com and we
will provide a copy of the Code of Business Conduct and Ethics
without charge to any person who requests it in writing to:
General Growth Properties, Inc., 110 N. Wacker Dr.,
Chicago, IL 60606, Attn: Director of Investor Relations. We will
post on our website amendments to or waivers of our Code of
Ethics for executive officers, in accordance with applicable
laws and regulations.
Our Chief Executive Officer and Chief Financial Officer have
signed certificates under Sections 302 and 906 of the
Sarbanes-Oxley Act, which are filed as Exhibits 31.1 and
31.2 and 32.1 and 32.2, respectively, to this Annual Report. In
addition, our Chief Executive Officer submitted his most recent
annual certification to the NYSE pursuant to Section 303A
12(a) of the NYSE listing standards on May 16, 2007, in
which he indicated that he was not aware of any violations of
NYSE corporate governance listing standards.
|
|
Item 11.
|
Executive
Compensation
|
The information which appears under the caption Executive
Compensation in our proxy statement for our 2008 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 our previous filings under the Securities Act of 1933, as
amended, or the Exchange Act, or in any of our future filings.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The information which appears under the caption Executive
Officer and Beneficial Owner Information Stock
Ownership in our proxy statement for our 2008 Annual
Meeting of Stockholders is incorporated by reference into this
Item 12.
55
The following table sets forth certain information with respect
to shares of our common stock that may be issued under our
equity compensation plans as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
(a)
|
|
|
|
|
|
Remaining Available
|
|
|
|
Number of
|
|
|
|
|
|
for Future Issuance
|
|
|
|
Securities to be
|
|
|
(b)
|
|
|
Under Equity
|
|
|
|
Issued upon
|
|
|
Weighted-Average
|
|
|
Compensation Plans
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
(Excluding
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Securities
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
Reflected in Column
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
(a))
|
|
|
Equity compensation plans approved by security holders(1)
|
|
|
5,731,579
|
|
|
$
|
53.56
|
|
|
|
7,462,039(2
|
)
|
Equity compensation plans not approved by security holders(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1,442,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,731,579
|
|
|
$
|
53.56
|
|
|
|
8,904,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes shares of common stock under the 1993 Stock Incentive
Plan (which terminated on April 4, 2003), the 1998
Incentive Stock Plan and the 2003 Incentive Stock Plan. |
|
(2) |
|
Includes 4,366,500 shares of common stock available for
issuance under the 2003 Incentive Stock Plan and
3,095,539 shares of common stock available for issuance
under the 1998 Incentive Stock Plan, which expires in 2008. |
|
(3) |
|
Represents shares of common stock under our 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 broad-based plan available
generally to all employees. |
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information which appears under the captions Corporate
Governance-Director
Independence, and -Certain Relationships and Related
Party Transactions in our proxy statement for our 2008
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 captions Audit
Related Matters-Auditor Fees and Services and -Audit
Committees Pre-Approval Policies and Procedures in
our proxy statement for our 2008 Annual Meeting of Stockholders
is incorporated by reference into this Item 14.
56
PART IV
|
|
Item 15.
|
Exhibits and
Financial Statement Schedules
|
(a) Financial Statements and Financial Statement
Schedules.
The consolidated financial statements and schedule listed in the
accompanying Index to Consolidated Financial Statements and
Consolidated Financial Statement Schedule are filed as part of
this Annual Report.
(b) Exhibits.
See Exhibit Index on
page S-1.
(c) Separate financial statements.
Not applicable.
57
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.
John Bucksbaum
Chief Executive Officer
February 26, 2008
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
|
|
Director, Chairman Emeritus
|
|
February 26, 2008
|
|
|
|
|
|
/s/ John
Bucksbaum
John
Bucksbaum
|
|
Director, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Robert
Michaels
Robert
Michaels
|
|
Director, President
and Chief Operating Officer
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Bernard
Freibaum
Bernard
Freibaum
|
|
Director, Executive Vice President
and Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Alan
Cohen
Alan
Cohen
|
|
Director
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Anthony
Downs
Anthony
Downs
|
|
Director
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Adam
Metz
Adam
Metz
|
|
Director
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Thomas
Nolan, Jr.
Thomas
Nolan, Jr.
|
|
Director
|
|
February 26, 2008
|
|
|
|
|
|
/s/ John
Riordan
John
Riordan
|
|
Director
|
|
February 26, 2008
|
|
|
|
|
|
/s/ Beth
Stewart
Beth
Stewart
|
|
Director
|
|
February 26, 2008
|
58
GENERAL
GROWTH PROPERTIES, INC.
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
AND
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements and consolidated
financial statement schedule are included in Item 8 of this
Annual Report on
Form 10-K:
All other schedules are omitted since the required information
is either not present in any amounts, is not present in amounts
sufficient to require submission of the schedule or because the
information required is included in the consolidated financial
statements and related notes.
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of
General Growth Properties, Inc. and subsidiaries (the
Company) as of December 31, 2007 and 2006, and
the related consolidated statements of income and comprehensive
income, stockholders equity, and cash flows for each of
the three years in the period ended December 31, 2007.
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits. We
did not audit the consolidated financial statements of
GGP/Homart, Inc., GGP/Homart II L.L.C., and GGP-TRS L.L.C.,
the Companys investments in which are accounted for by use
of the equity method. The Companys equity (deficit) of
$(104,853,000) in GGP/Homart, Inc.s net assets as of
December 31, 2006, and of $30,204,000 and $31,425,000 in
GGP/Homart, Inc.s net income for each of the two years in
the respective period ended December 31, 2006 are included
in the accompanying financial statements. The Companys
equity of $281,518,000 and $81,926,000 in GGP/Homart II
L.L.C.s net assets as of December 31, 2007 and 2006,
respectively, and of $17,163,000, $16,839,000, and $33,849,000
in GGP/Homart II L.L.C.s net income for each of the
three years in the respective period ended December 31,
2007 are included in the accompanying financial statements. The
Companys equity (deficit) of $(25,619,000) and
$(30,170,000) in GGP-TRS L.L.C.s net assets as of
December 31, 2007 and 2006, respectively, and of
$13,800,000, $15,004,000, and $19,308,000 in GGP-TRS
L.L.C.s net income for each of the three years in the
respective period ended December 31, 2007 are included in
the accompanying financial statements. The financial statements
of GGP/Homart, Inc., GGP/Homart II L.L.C., and GGP-TRS
L.L.C. were audited by other auditors related to the periods
listed above whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for such
companies, is based solely on the reports of the other auditors.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the
reports of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of the other
auditors, such consolidated financial statements present fairly,
in all material respects, the financial position of General
Growth Properties, Inc. and subsidiaries at December 31,
2007 and 2006, and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 7 to the consolidated financial
statements, on January 1, 2007, the Company adopted
Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Companys internal control over financial reporting as of
December 31, 2007, based on the criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 26, 2008 expressed
an unqualified opinion on the Companys internal control
over financial reporting based on our audit.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008
F-2
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Stockholders
GGP/Homart, Inc.:
We have audited the consolidated balance sheets of GGP/Homart,
Inc. (a Delaware Corporation) and subsidiaries (the Company) as
of December 31, 2006 and 2005, and the related consolidated
statements of income and comprehensive income,
stockholders equity (deficit), and cash flows for each of
the years in the three-year period ended December 31, 2006
(not presented separately herein). These consolidated financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP/Homart, Inc. and subsidiaries as of
December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2006, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 27, 2007
F-3
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Members
GGP/Homart II, L.L.C.:
We have audited the consolidated balance sheets of GGP/Homart
II, L.L.C. (a Delaware Limited Liability Company) and
subsidiaries (the Company) as of December 31, 2007 and
2006, and the related consolidated statements of income and
comprehensive income, changes in members capital, and cash
flows for each of the years in the three-year period ended
December 31, 2007 (not presented separately herein). These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP/Homart II, L.L.C. and subsidiaries as of
December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 22, 2008
F-4
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Members
GGP TRS, L.L.C.:
We have audited the consolidated balance sheets of
GGP TRS, L.L.C. (a Delaware Limited Liability
Company) and subsidiaries (the Company) as of December 31,
2007 and 2006, and the related consolidated statements of income
and comprehensive income, changes in members capital, and
cash flows for each of the years in the three-year period ended
December 31, 2007 (not presented separately herein). These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of GGP TRS, L.L.C. and subsidiaries as of
December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity
with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
February 22, 2008
F-5
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Dollars in thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Investment in real estate:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
3,310,634
|
|
|
$
|
2,952,477
|
|
Buildings and equipment
|
|
|
22,653,814
|
|
|
|
19,379,386
|
|
Less accumulated depreciation
|
|
|
(3,605,199
|
)
|
|
|
(2,766,871
|
)
|
Developments in progress
|
|
|
987,936
|
|
|
|
673,900
|
|
|
|
|
|
|
|
|
|
|
Net property and equipment
|
|
|
23,347,185
|
|
|
|
20,238,892
|
|
Investment in and loans to/from Unconsolidated Real Estate
Affiliates
|
|
|
1,857,330
|
|
|
|
1,499,036
|
|
Investment land and land held for development and sale
|
|
|
1,639,372
|
|
|
|
1,655,838
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
26,843,887
|
|
|
|
23,393,766
|
|
Cash and cash equivalents
|
|
|
99,534
|
|
|
|
97,139
|
|
Accounts and notes receivable, net
|
|
|
388,278
|
|
|
|
338,709
|
|
Goodwill
|
|
|
385,683
|
|
|
|
371,674
|
|
Deferred expenses, net
|
|
|
290,660
|
|
|
|
252,190
|
|
Prepaid expenses and other assets
|
|
|
806,277
|
|
|
|
787,967
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
28,814,319
|
|
|
$
|
25,241,445
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
24,282,139
|
|
|
$
|
20,521,967
|
|
Investment in and loans to/from Unconsolidated Real Estate
Affiliates
|
|
|
53,964
|
|
|
|
172,421
|
|
Deferred tax liabilities
|
|
|
860,435
|
|
|
|
1,302,205
|
|
Accounts payable and accrued expenses
|
|
|
1,688,241
|
|
|
|
1,050,192
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
26,884,779
|
|
|
|
23,046,785
|
|
|
|
|
|
|
|
|
|
|
Minority interests:
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
121,482
|
|
|
|
182,828
|
|
Common
|
|
|
351,362
|
|
|
|
347,753
|
|
|
|
|
|
|
|
|
|
|
Total minority interests
|
|
|
472,844
|
|
|
|
530,581
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
Preferred Stock: $100 par value; 5,000,000 shares
authorized; none issued and outstanding
|
|
|
|
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
Common stock: $.01 par value; 875,000,000 shares
authorized, 245,704,746 and 242,357,416 shares issued as of
December 31, 2007 and 2006, respectively
|
|
|
2,457
|
|
|
|
2,424
|
|
Additional paid-in capital
|
|
|
2,601,296
|
|
|
|
2,533,898
|
|
Retained earnings (accumulated deficit)
|
|
|
(1,087,080
|
)
|
|
|
(868,391
|
)
|
Accumulated other comprehensive income
|
|
|
35,658
|
|
|
|
9,582
|
|
Less common stock in treasury, at cost, 1,806,650 and
290,787 shares as of December 31, 2007 and 2006,
respectively
|
|
|
(95,635
|
)
|
|
|
(13,434
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,456,696
|
|
|
|
1,664,079
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
28,814,319
|
|
|
$
|
25,241,445
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands, except for per share amounts)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,933,674
|
|
|
$
|
1,753,508
|
|
|
$
|
1,670,387
|
|
Tenant recoveries
|
|
|
859,801
|
|
|
|
773,034
|
|
|
|
754,836
|
|
Overage rents
|
|
|
89,016
|
|
|
|
75,945
|
|
|
|
69,628
|
|
Land sales
|
|
|
145,649
|
|
|
|
423,183
|
|
|
|
385,205
|
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
91,022
|
|
Other
|
|
|
127,077
|
|
|
|
114,815
|
|
|
|
101,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
3,261,801
|
|
|
|
3,256,283
|
|
|
|
3,072,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
246,484
|
|
|
|
218,549
|
|
|
|
206,193
|
|
Repairs and maintenance
|
|
|
216,536
|
|
|
|
199,078
|
|
|
|
195,292
|
|
Marketing
|
|
|
54,664
|
|
|
|
48,626
|
|
|
|
63,522
|
|
Other property operating costs
|
|
|
421,228
|
|
|
|
373,020
|
|
|
|
390,051
|
|
Land sales operations
|
|
|
244,308
|
|
|
|
316,453
|
|
|
|
311,815
|
|
Provision for doubtful accounts
|
|
|
5,426
|
|
|
|
22,078
|
|
|
|
13,868
|
|
Property management and other costs
|
|
|
198,610
|
|
|
|
181,033
|
|
|
|
144,526
|
|
General and administrative
|
|
|
37,005
|
|
|
|
18,800
|
|
|
|
15,539
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
670,454
|
|
|
|
690,194
|
|
|
|
672,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
2,183,940
|
|
|
|
2,067,831
|
|
|
|
2,013,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
1,188,452
|
|
|
|
1,058,984
|
|
Interest income
|
|
|
8,641
|
|
|
|
11,585
|
|
|
|
10,416
|
|
Interest expense
|
|
|
(1,174,097
|
)
|
|
|
(1,117,437
|
)
|
|
|
(1,031,241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, minority interest and equity
in income of Unconsolidated Real Estate Affiliates
|
|
|
(87,595
|
)
|
|
|
82,600
|
|
|
|
38,159
|
|
Benefit from (provision for) income taxes
|
|
|
294,160
|
|
|
|
(98,984
|
)
|
|
|
(51,289
|
)
|
Minority interest
|
|
|
(77,012
|
)
|
|
|
(37,761
|
)
|
|
|
(43,989
|
)
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
60,096
|
|
|
|
63,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, net of minority interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
|
|
|
|
|
|
|
|
6,568
|
|
Gain (loss) on dispositions
|
|
|
|
|
|
|
(823
|
)
|
|
|
5,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations
|
|
|
|
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total diluted earnings per share
|
|
$
|
1.18
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
Other comprehensive income, net of minority interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on financial instruments
|
|
|
(2,295
|
)
|
|
|
(3,316
|
)
|
|
|
9,554
|
|
Accrued pension adjustment
|
|
|
243
|
|
|
|
(2
|
)
|
|
|
(374
|
)
|
Foreign currency translation
|
|
|
28,131
|
|
|
|
2,728
|
|
|
|
4,920
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
|
(3
|
)
|
|
|
(282
|
)
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss), net of minority interest
|
|
|
26,076
|
|
|
|
(872
|
)
|
|
|
14,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net
|
|
$
|
314,030
|
|
|
$
|
58,401
|
|
|
$
|
89,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
Receivable-
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Earnings
|
|
|
Common
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
(Accumulated
|
|
|
Stock
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Stockholders
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Purchase
|
|
|
Income (Loss)
|
|
|
Stock
|
|
|
Equity
|
|
|
|
(Dollars in thousands)
|
|
|
Balance, January 1, 2005
|
|
$
|
2,347
|
|
|
$
|
2,377,177
|
|
|
$
|
(227,511
|
)
|
|
$
|
(5,178
|
)
|
|
$
|
(3,685
|
)
|
|
$
|
|
|
|
$
|
2,143,150
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,553
|
|
Cash distributions declared ($1.49 per share)
|
|
|
|
|
|
|
|
|
|
|
(353,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(353,665
|
)
|
Conversion of operating partnership units to common stock
(2,470,368 common shares)
|
|
|
25
|
|
|
|
23,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,932
|
|
Conversion of convertible preferred units to common stock
(729,890 common shares)
|
|
|
7
|
|
|
|
14,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,337
|
|
Issuance of common stock, net of employee stock option
loan/repayments (1,322,720 common shares) (545,204 treasury
shares)
|
|
|
13
|
|
|
|
40,135
|
|
|
|
(7,892
|
)
|
|
|
5,178
|
|
|
|
|
|
|
|
24,522
|
|
|
|
61,956
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
3,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,328
|
|
Shares issued pursuant to CSA (551,985 common shares) (1,000,400
treasury shares)
|
|
|
6
|
|
|
|
19,393
|
|
|
|
(5,040
|
)
|
|
|
|
|
|
|
|
|
|
|
44,696
|
|
|
|
59,055
|
|
Restricted stock grant, net of compensation expense (66,000
common shares)
|
|
|
1
|
|
|
|
3,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,117
|
|
Purchase of treasury stock (2,214,000 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,580
|
)
|
|
|
(99,580
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,139
|
|
|
|
|
|
|
|
14,139
|
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
(12,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
$
|
2,399
|
|
|
$
|
2,468,982
|
|
|
$
|
(518,555
|
)
|
|
$
|
|
|
|
$
|
10,454
|
|
|
$
|
(30,362
|
)
|
|
|
1,932,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
59,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,273
|
|
Cash distributions declared ($1.68 per share)
|
|
|
|
|
|
|
|
|
|
|
(403,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(403,831
|
)
|
Conversion of operating partnership units to common stock
(808,173 common shares)
|
|
|
8
|
|
|
|
5,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,792
|
|
Conversion of convertible preferred units to common stock
(526,464 common shares)
|
|
|
5
|
|
|
|
10,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,026
|
|
Issuance of common stock (971,238 common shares) (563,185
treasury shares)
|
|
|
10
|
|
|
|
34,333
|
|
|
|
(5,278
|
)
|
|
|
|
|
|
|
|
|
|
|
26,018
|
|
|
|
55,083
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267
|
|
Shares issued pursuant to CSA (87,495 common shares) (1,727,524
treasury shares)
|
|
|
1
|
|
|
|
4,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,835
|
|
|
|
81,731
|
|
Restricted stock grant, net of compensation expense (99,000
common shares)
|
|
|
1
|
|
|
|
2,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,808
|
|
Purchase of treasury stock (1,913,100 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(85,925
|
)
|
|
|
(85,925
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(872
|
)
|
|
|
|
|
|
|
(872
|
)
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
6,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
$
|
2,424
|
|
|
$
|
2,533,898
|
|
|
$
|
(868,391
|
)
|
|
$
|
|
|
|
$
|
9,582
|
|
|
$
|
(13,434
|
)
|
|
$
|
1,664,079
|
|
Cumulative effect of adoption of FIN 48
|
|
|
|
|
|
|
|
|
|
|
(54,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, January 1, 2007
|
|
$
|
2,424
|
|
|
$
|
2,533,898
|
|
|
$
|
(922,519
|
)
|
|
$
|
|
|
|
$
|
9,582
|
|
|
$
|
(13,434
|
)
|
|
$
|
1,609,951
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
287,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287,954
|
|
Cash distributions declared ($1.85 per share)
|
|
|
|
|
|
|
|
|
|
|
(450,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(450,854
|
)
|
Conversion of operating partnership units to common stock
(1,086,961 common shares)
|
|
|
11
|
|
|
|
7,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,695
|
|
Conversion of convertible preferred units to common stock
(29,269 common shares)
|
|
|
|
|
|
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488
|
|
Issuance of common stock (1,582,968 common shares) (144,068
treasury shares)
|
|
|
15
|
|
|
|
64,022
|
|
|
|
(1,661
|
)
|
|
|
|
|
|
|
|
|
|
|
6,657
|
|
|
|
69,033
|
|
Tax benefit from stock option exercises
|
|
|
|
|
|
|
3,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,531
|
|
Shares issued pursuant to CSA (551,632 common shares) (146,969
treasury shares)
|
|
|
6
|
|
|
|
29,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,790
|
|
|
|
36,671
|
|
Restricted stock grant, net of compensation expense (96,500
common shares)
|
|
|
1
|
|
|
|
2,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,696
|
|
Purchase of treasury stock (1,806,900 treasury shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,648
|
)
|
|
|
(95,648
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,076
|
|
|
|
|
|
|
|
26,076
|
|
Adjustment for minority interest in operating partnership
|
|
|
|
|
|
|
(40,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
$
|
2,457
|
|
|
$
|
2,601,296
|
|
|
$
|
(1,087,080
|
)
|
|
$
|
|
|
|
$
|
35,658
|
|
|
$
|
(95,635
|
)
|
|
$
|
1,456,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
GENERAL
GROWTH PROPERTIES, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests
|
|
|
77,012
|
|
|
|
37,761
|
|
|
|
45,488
|
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
(158,401
|
)
|
|
|
(114,241
|
)
|
|
|
(120,986
|
)
|
Provision for doubtful accounts
|
|
|
5,426
|
|
|
|
22,078
|
|
|
|
13,876
|
|
Distributions received from Unconsolidated Real Estate Affiliates
|
|
|
124,481
|
|
|
|
111,864
|
|
|
|
119,602
|
|
Depreciation
|
|
|
635,873
|
|
|
|
663,523
|
|
|
|
657,358
|
|
Amortization
|
|
|
34,581
|
|
|
|
26,671
|
|
|
|
21,037
|
|
Amortization of debt market rate adjustment and other non-cash
interest expense
|
|
|
(11,073
|
)
|
|
|
(13,570
|
)
|
|
|
(32,672
|
)
|
Participation expense pursuant to Contingent Stock Agreement
|
|
|
31,884
|
|
|
|
110,740
|
|
|
|
106,285
|
|
Land/residential development and acquisitions expenditures
|
|
|
(243,323
|
)
|
|
|
(200,367
|
)
|
|
|
(170,026
|
)
|
Cost of land sales
|
|
|
48,794
|
|
|
|
175,184
|
|
|
|
181,301
|
|
Impairment of investment land and land held for development and
sale
|
|
|
127,600
|
|
|
|
|
|
|
|
|
|
Deferred income taxes including tax restructuring benefit
|
|
|
(368,136
|
)
|
|
|
58,252
|
|
|
|
28,596
|
|
Straight-line rent amortization
|
|
|
(24,334
|
)
|
|
|
(34,176
|
)
|
|
|
(33,994
|
)
|
Amortization of intangibles other than in-place leases
|
|
|
(20,945
|
)
|
|
|
(41,668
|
)
|
|
|
(29,254
|
)
|
Net changes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable
|
|
|
(21,868
|
)
|
|
|
(23,091
|
)
|
|
|
(51,131
|
)
|
Prepaid expenses and other assets
|
|
|
53,819
|
|
|
|
28,165
|
|
|
|
(69,379
|
)
|
Deferred expenses
|
|
|
(37,878
|
)
|
|
|
(46,741
|
)
|
|
|
(73,048
|
)
|
Accounts payable and accrued expenses
|
|
|
135,980
|
|
|
|
(30,733
|
)
|
|
|
122,208
|
|
Other, including insurance recoveries, net
|
|
|
29,970
|
|
|
|
27,427
|
|
|
|
51,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
707,416
|
|
|
|
816,351
|
|
|
|
841,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/development of real estate and property
additions/improvements
|
|
|
(1,495,334
|
)
|
|
|
(699,403
|
)
|
|
|
(497,977
|
)
|
Proceeds from sales of investment properties
|
|
|
3,252
|
|
|
|
23,117
|
|
|
|
143,543
|
|
Increase in investments in Unconsolidated Real Estate Affiliates
|
|
|
(441,438
|
)
|
|
|
(285,747
|
)
|
|
|
(195,642
|
)
|
Distributions received from Unconsolidated Real Estate
Affiliates in excess of income
|
|
|
303,265
|
|
|
|
627,869
|
|
|
|
260,639
|
|
Loans (to) from Unconsolidated Real Estate Affiliates, net
|
|
|
(161,892
|
)
|
|
|
67,821
|
|
|
|
126,500
|
|
(Increase) decrease in restricted cash
|
|
|
(11,590
|
)
|
|
|
12,017
|
|
|
|
(22,950
|
)
|
Other, including insurance recoveries, net
|
|
|
22,805
|
|
|
|
43,926
|
|
|
|
31,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1,780,932
|
)
|
|
|
(210,400
|
)
|
|
|
(154,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of mortgages, notes and loans payable
|
|
|
4,456,863
|
|
|
|
9,366,183
|
|
|
|
3,907,254
|
|
Principal payments on mortgages, notes and loans payable
|
|
|
(2,692,907
|
)
|
|
|
(9,383,378
|
)
|
|
|
(3,791,978
|
)
|
Deferred financing costs
|
|
|
(28,422
|
)
|
|
|
(38,916
|
)
|
|
|
(6,984
|
)
|
Cash distributions paid to common stockholders
|
|
|
(450,854
|
)
|
|
|
(403,831
|
)
|
|
|
(353,665
|
)
|
Cash distributions paid to holders of Common Units
|
|
|
(96,978
|
)
|
|
|
(88,992
|
)
|
|
|
(80,885
|
)
|
Cash distributions paid to holders of perpetual and convertible
preferred units
|
|
|
(13,873
|
)
|
|
|
(17,546
|
)
|
|
|
(27,329
|
)
|
Proceeds from issuance of common stock, including from common
stock plans
|
|
|
60,625
|
|
|
|
49,267
|
|
|
|
45,208
|
|
Redemption of preferred minority interests
|
|
|
(60,000
|
)
|
|
|
|
|
|
|
(183,000
|
)
|
Purchase of treasury stock
|
|
|
(95,648
|
)
|
|
|
(85,925
|
)
|
|
|
(98,939
|
)
|
Other, net
|
|
|
(2,895
|
)
|
|
|
(8,465
|
)
|
|
|
(34,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
1,075,911
|
|
|
|
(611,603
|
)
|
|
|
(624,571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
2,395
|
|
|
|
(5,652
|
)
|
|
|
63,210
|
|
Cash and cash equivalents at beginning of period
|
|
|
97,139
|
|
|
|
102,791
|
|
|
|
39,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
99,534
|
|
|
$
|
97,139
|
|
|
$
|
102,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,272,823
|
|
|
$
|
1,170,929
|
|
|
$
|
1,074,874
|
|
Interest capitalized
|
|
|
86,606
|
|
|
|
58,019
|
|
|
|
54,260
|
|
Taxes paid
|
|
|
96,133
|
|
|
|
34,743
|
|
|
|
8,170
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for Operating Partnership Units
|
|
$
|
7,695
|
|
|
$
|
5,792
|
|
|
$
|
23,932
|
|
Common stock issued in exchange for convertible preferred units
|
|
|
488
|
|
|
|
10,026
|
|
|
|
14,337
|
|
Common stock issued pursuant to Contingent Stock Agreement
|
|
|
36,671
|
|
|
|
81,731
|
|
|
|
59,055
|
|
Acquisition of joint venture partner share of GGP/Homart Inc. in
2007, GGP Ivanhoe IV, Inc. in 2006, and disposition of certain
properties in 2005, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,331,032
|
|
|
|
169,415
|
|
|
|
(134,166
|
)
|
Total liabilities
|
|
|
2,381,942
|
|
|
|
169,415
|
|
|
|
(125,925
|
)
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-9
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
General
General Growth Properties, Inc. (GGP), a Delaware
corporation, is a self-administered and self-managed real estate
investment trust, referred to as a REIT. GGP was
organized in 1986 and through its subsidiaries and affiliates
operates, develops, acquires and manages retail and other rental
properties, primarily shopping centers, which are located
primarily throughout the United States. GGP also holds assets
through its international Unconsolidated Real Estate Affiliates
in Brazil, Turkey and Costa Rica in which GGP has invested
approximately $237.1 million at December 31, 2007.
Additionally, GGP develops and sells land for residential,
commercial and other uses primarily in large-scale, long-term
master planned communities projects in and around Columbia,
Maryland; Summerlin, Nevada; and Houston, Texas. In these notes,
the terms we, us and our
refer to GGP and its subsidiaries (the Company).
Substantially all of our business is conducted through GGP
Limited Partnership (the Operating Partnership or
GGPLP). As of December 31, 2007, ownership of
the Operating Partnership was as follows:
|
|
|
|
|
|
82
|
%
|
|
GGP, as sole general partner
|
|
16
|
|
|
Limited partners that indirectly include family members of the
original stockholders of the Company. Represented by common
units of limited partnership interest (the Common
Units)
|
|
2
|
|
|
Limited partners that include subsequent contributors of
properties to the Operating Partnership which are also
represented by Common Units.
|
|
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
The Operating Partnership also has preferred units of limited
partnership interest (the Preferred Units)
outstanding. Under certain circumstances, the Preferred Units
are convertible into Common Units which are redeemable for
shares of GGP common stock on a one-for-one basis.
In addition to holding ownership interests in various joint
ventures, the Operating Partnership generally conducts its
operations through the following subsidiaries:
|
|
|
GGPLP L.L.C., a Delaware limited liability company (the
LLC), has ownership interests in the majority of our
Consolidated Properties (as defined below) (other than those
acquired in The Rouse Company merger (the TRC
Merger).
|
|
|
The Rouse Company LP (TRCLP), successor to The Rouse
Company (TRC), which includes both REIT and taxable
REIT subsidiaries (TRSs), has ownership interests in
Consolidated Properties and Unconsolidated Properties (each as
defined below).
|
|
|
General Growth Management, Inc. (GGMI), a TRS,
manages, leases, and performs various other services for most of
our Unconsolidated Real Estate Affiliates (as defined below) and
approximately 30 properties owned by unaffiliated third parties.
Effective July 1, 2006, GGMI also performs tenant related
marketing and strategic partnership services at all of our
Consolidated Properties.
|
In this report, we refer to our ownership interests in
majority-owned or controlled properties as Consolidated
Properties, to joint ventures in which we own a
non-controlling interest as Unconsolidated Real Estate
Affiliates and the properties owned by such joint ventures
as the Unconsolidated Properties. Our Company
Portfolio includes both our Consolidated Properties and
our Unconsolidated Properties.
Shareholder
Rights Plan
We have a shareholder rights plan which will impact a potential
acquirer unless the acquirer negotiates with our Board of
Directors and the Board of Directors approves the transaction.
Pursuant to this plan, one preferred share
F-10
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
purchase right (a Right) is attached to each
currently outstanding or subsequently issued share of our common
stock. Prior to becoming exercisable, the Rights trade together
with our common stock. In general, the Rights will become
exercisable if a person or group acquires or announces a tender
or exchange offer for 15% or more of our common stock. Each
Right entitles the holder to purchase from GGP one-third of
one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $100 per share (the Preferred
Stock), at an exercise price of $148 per one
one-thousandth of a share, subject to adjustment. If a person or
group acquires 15% or more of our common stock, each Right will
entitle the holder (other than the acquirer) to purchase shares
of our common stock (or, in certain circumstances, cash or other
securities) having a market value of twice the exercise price of
a Right at such time. Under certain circumstances, each Right
will entitle the holder (other than the acquirer) to purchase
the common stock of the acquirer having a market value of twice
the exercise price of a Right at such time. In addition, under
certain circumstances, our Board of Directors may exchange each
Right (other than those held by the acquirer) for one share of
our common stock, subject to adjustment. If the Rights become
exercisable, holders of common units of partnership interest in
the Operating Partnership, other than GGP, will receive the
number of Rights they would have received if their units had
been redeemed and the purchase price paid in our common stock.
The Rights expire on November 18, 2008, but may be extended
or redeemed earlier by our Board of Directors for one-third of
$0.01 per Right.
|
|
Note 2
|
Summary
of Significant Accounting Policies
|
Principles
of Consolidation
The accompanying Consolidated Financial Statements include the
accounts of GGP, our subsidiaries and joint ventures in which we
have a controlling interest. For consolidated joint ventures,
the non-controlling partners share of operations
(generally computed as the joint venture partners
ownership percentage) is included in Minority Interest. All
significant intercompany balances and transactions have been
eliminated.
Properties
Real estate assets are stated at cost. Construction and
improvement costs incurred in connection with the development of
new properties or the redevelopment of existing properties are
capitalized to the extent the total carrying value of the
property does not exceed the estimated fair value of the
completed property. Real estate taxes and interest costs
incurred during construction periods are capitalized.
Capitalized interest costs are based on qualified expenditures
and interest rates in place during the construction period.
Capitalized real estate taxes and interest costs are amortized
over lives which are consistent with the constructed assets.
Pre-development costs, which generally include legal and
professional fees and other directly-related third-party costs,
are capitalized as part of the property being developed. In the
event a development is no longer deemed to be probable, the
costs previously capitalized are expensed.
Tenant improvements, either paid directly or in the form of
construction allowances paid to tenants, are capitalized and
depreciated over the average lease term. Maintenance and repairs
are charged to expense when incurred. Expenditures for
significant betterments and improvements are capitalized.
Depreciation or amortization expense is computed using the
straight-line method based upon the following estimated useful
lives:
|
|
|
|
|
|
|
Years
|
|
Buildings and improvements
|
|
|
40-45
|
|
Equipment, tenant improvements and fixtures
|
|
|
5-10
|
|
F-11
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Impairment
Our real estate assets, including developments in progress and
investment land and land held for development and sale, are
reviewed for potential impairment indicators whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable. Impairment indicators for our retail and
other segment are assessed separately for each property and
include, but are not limited to, significant decreases in real
estate property net operating income and occupancy percentages.
Impairment indicators for our master planned communities segment
are assessed separately for each community and include, but are
not limited to, significant decreases in sales pace or average
selling prices, significant increases in expected land
development and construction costs or cancellation rates, and
projected losses on expected future land sales. Impairment
indicators for developments in progress or other developments
are assessed by project and include, but are not limited to,
significant changes in projected completion dates, development
costs and market factors.
If an indicator of potential impairment exists, the asset would
be tested for recoverability by comparing its carrying value to
the estimated future undiscounted operating cash flow. A real
estate asset is considered to be impaired when the estimated
future undiscounted operating cash flow is less than its
carrying value. To the extent an impairment has occurred, the
excess of the carrying value of the asset over its estimated
fair value will be expensed to operations.
Based on the results of our evaluations, we recognized a
non-cash impairment charge of $127.6 million in 2007
related to our Columbia and Fairwood properties in our master
planned communities segment. The carrying value of the
investment land and land held for development and sale that was
impacted by this non-cash impairment charge totaled
$1.64 billion at December 31, 2007 and
$1.66 billion at December 31, 2006. This impairment
charge is included in land sales operations in our Consolidated
Statements of Income and Comprehensive Income.
There were no impairments present for our retail and other
segment as of December 31, 2007.
Acquisitions
of Operating Properties
Acquisitions of properties are accounted for utilizing the
purchase method and, accordingly, the results of operations of
acquired properties are included in our results of operations
from the respective dates of acquisition. Estimates of future
cash flows and other valuation techniques are used to allocate
the purchase price of acquired property between land, buildings
and improvements, equipment, debt liabilities assumed and
identifiable intangible assets and liabilities such as amounts
related to in-place at-market tenant leases, acquired above and
below-market tenant and ground leases and tenant relationships.
Initial valuations are subject to change until such information
is finalized no later than 12 months from the acquisition
date.
The fair values of tangible assets are determined on an
if-vacant basis. The if-vacant fair
value is allocated to land, where applicable, buildings, tenant
improvements and equipment based on comparable sales and other
relevant information obtained in connection with the acquisition
of the property.
The estimated fair value of acquired in-place at-market tenant
leases are the costs we would have incurred to lease the
property to the occupancy level of the property at the date of
acquisition. Such estimate includes the fair value of leasing
commissions, legal costs and tenant coordination costs that
would be incurred to lease the property to this occupancy level.
Additionally, we evaluate the time period over which such
occupancy level would be achieved and include an estimate of the
net operating costs (primarily real estate taxes, insurance and
utilities) incurred during the
lease-up
period, which generally ranges up to one year. Acquired in-place
at-market tenant leases are amortized over periods that
approximate the related lease terms.
Intangible assets and liabilities are also recorded for
above-market and below-market in-place tenant and ground leases
where we are either the lessor or the lessee. Above-market and
below-market in-place tenant and ground lease values are
recorded based on the present value (using an interest rate
which reflects the risks associated with the leases acquired) of
the difference between the contractual amounts to be received or
paid pursuant to the in-place leases and our estimate of fair
market lease rates for the corresponding in-place leases,
measured over a period equal
F-12
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
to the remaining non-cancelable term of the leases. Above and
below-market lease values are amortized over the remaining
non-cancelable terms of the respective leases (averaging
approximately five years for tenant leases and approximately
50 years for ground leases).
Due to existing contacts and relationships with tenants at our
currently owned properties and at properties currently managed
for others, no significant value has been ascribed to the tenant
relationships at the acquired properties.
The excess of the cost of an acquired entity over the net of the
amounts assigned to assets acquired (including identified
intangible assets) and liabilities assumed is recorded as
goodwill. Goodwill is not amortized but is tested for impairment
on an annual basis, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. Since
each individual rental property or each operating property is an
operating segment, which is each considered a reporting unit, we
perform this test by comparing the fair value of each property
with our book value of the property, including goodwill. If the
implied fair value of goodwill is less than the book value of
goodwill, then an impairment charge would be recorded. As of
December 31, 2007 and 2006, we do not believe that any of
our goodwill is impaired.
Investments
in Unconsolidated Real Estate Affiliates
We account for investments in joint ventures where we own a
non-controlling joint interest using the equity method. Under
the equity method, the cost of our investment is adjusted for
our share of the equity in earnings of such Unconsolidated Real
Estate Affiliates from the date of acquisition and reduced by
distributions received. Generally, the operating agreements with
respect to our Unconsolidated Real Estate Affiliates provide
that assets, liabilities and funding obligations are shared in
accordance with our ownership percentages. Therefore, we
generally also share in the profit and losses, cash flows and
other matters relating to our Unconsolidated Real Estate
Affiliates in accordance with our respective ownership
percentages. Except for Retained Debt (as described in
Note 5), differences between the carrying value of our
investment in the Unconsolidated Real Estate Affiliates and our
share of the underlying equity of such Unconsolidated Real
Estate Affiliates are amortized over lives ranging from five to
forty years.
When cumulative distributions, which are primarily from
financing proceeds, exceed our investment in the joint venture,
the investment is reported as a liability in our Consolidated
Balance Sheets.
For those joint ventures where we own less than approximately a
5% interest and have virtually no influence on the joint
ventures operating and financial policies, we account for
our investments using the cost method.
Cash
and Cash Equivalents
Highly-liquid investments with maturities at dates of purchase
of three months or less are classified as cash equivalents.
Investments
in Marketable Securities
Most investments in marketable securities are held in an
irrevocable trust for participants in qualified defined
contribution plans which were acquired with the TRC Merger, are
classified as trading securities and are carried at fair value
with changes in values recognized in earnings. Investments in
marketable securities with maturities at dates of purchase in
excess of three months are carried at amortized cost as it is
our intention to hold these investments until maturity. Other
investments in marketable equity securities subject to
significant restrictions on sale or transfer are classified as
available-for-sale and are carried at fair value with unrealized
changes in values recognized in other comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
(In thousands)
|
|
Proceeds from sales of available-for-sale securities
|
|
$
|
3,720
|
|
|
$
|
4,982
|
|
|
$
|
27,740
|
|
Gross realized gains on available-for-sale securities
|
|
|
643
|
|
|
|
578
|
|
|
|
3,416
|
|
F-13
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Leases
Leases which transfer substantially all the risks and benefits
of ownership to tenants are considered finance leases and the
present values of the minimum lease payments and the estimated
residual values of the leased properties, if any, are accounted
for as receivables. Leases which transfer substantially all the
risks and benefits of ownership to us are considered capital
leases and the present values of the minimum lease payments are
accounted for as assets and liabilities.
Deferred
Expenses
Deferred expenses consist principally of financing fees and
leasing costs and commissions. Deferred financing fees are
amortized to interest expense using the interest method (or
other methods which approximate the interest method) over the
terms of the respective agreements. Deferred leasing costs and
commissions are amortized using the straight-line method over
periods that approximate the related lease terms. Deferred
expenses in our Consolidated Balance Sheets are shown at cost,
net of accumulated amortization of $210.1 million as of
December 31, 2007 and $151.0 million as of
December 31, 2006.
Minority
Interests Common (Note 12)
Minority Interests Common includes income allocated
to holders of the Common Units (the OP Minority
Interests) as well as to minority interest venture
partners in consolidated joint ventures. Income is allocated to
the OP Minority Interests based on their ownership percentage of
the Operating Partnership. This ownership percentage, as well as
the total net assets of the Operating Partnership, changes when
additional shares of our common stock or Common Units are
issued. Such changes result in an allocation between
stockholders equity and Minority Interests-Common in the
Consolidated Balance Sheets. Due to the number of such capital
transactions that occur each period, we have presented a single
net effect of all such allocations for the period as the
Adjustment for Minority Interest in Operating
Partnership in our Consolidated Statements of
Stockholders Equity (rather than separately allocating the
minority interest for each individual capital transaction).
Treasury
Stock
We account for repurchases of common stock using the cost method
with common stock in treasury classified in the Consolidated
Balance Sheets as a reduction of stockholders equity.
Treasury stock is reissued at average cost.
Revenue
Recognition and Related Matters
Minimum rent revenues are recognized on a straight-line basis
over the terms of the related leases. Minimum rent revenues also
include amounts collected from tenants to allow the termination
of their leases prior to their scheduled termination dates and
accretion related to above and below-market tenant leases on
acquired properties. Termination income recognized for the years
ended December 31, 2007, 2006 and 2005 was approximately
$35.4 million, $31.2 million and $17.6 million,
respectively. Accretion related to above and below-market tenant
leases for the years ended December 31, 2007, 2006 and 2005
was approximately $31.0 million, $39.7 million and
$34.7 million, respectively.
Straight-line rents receivable, which represent the current net
cumulative rents recognized prior to when billed and collectible
as provided by the terms of the leases, of approximately
$201.9 million as of December 31, 2007 and
$159.2 million as of December 31, 2006 are included in
Accounts and notes receivable, net in our Consolidated Balance
Sheets.
We provide an allowance for doubtful accounts against the
portion of accounts receivable, including straight-line rents,
which is estimated to be uncollectible. Such allowances are
reviewed periodically based upon our recovery experience. We
also evaluate the probability of collecting future rent which is
recognized currently under a straight-line methodology. This
analysis considers the long-term nature of our leases, as a
certain portion of the straight-line
F-14
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
rent currently recognizable will not be billed to the tenant
until many years into the future. Our experience relative to
unbilled deferred rent receivable is that a certain portion of
the amounts recorded as straight-line rental revenue are never
collected from (or billed to) tenants due to early lease
terminations. For that portion of the otherwise recognizable
deferred rent that is not deemed to be probable of collection,
no revenue is recognized. Accounts receivable in our
Consolidated Balance Sheets are shown net of an allowance for
doubtful accounts of $68.5 million as of December 31,
2007 and $56.9 million as of December 31, 2006.
Overage rents are recognized on an accrual basis once tenant
sales exceed contractual tenant lease thresholds. Recoveries
from tenants are established in the leases or computed based
upon a formula related to real estate taxes, insurance and other
shopping center operating expenses and are generally recognized
as revenues in the period the related costs are incurred.
Management and other fees primarily represent management and
leasing fees, construction fees, financing fees and fees for
other ancillary services performed for the benefit of the
Unconsolidated Real Estate Affiliates and for properties owned
by third parties. Such fees are recognized as revenue when
earned.
Revenues from land sales are recognized using the full accrual
method provided that various criteria relating to the terms of
the transactions and our subsequent involvement with the land
sold are met. Revenues relating to transactions that do not meet
the established criteria are deferred and recognized when the
criteria are met or using the installment or cost recovery
methods, as appropriate in the circumstances. For land sale
transactions in which we are required to perform additional
services and incur significant costs after title has passed,
revenues and cost of sales are recognized on a percentage of
completion basis.
Cost ratios for land sales are determined as a specified
percentage of land sales revenues recognized for each community
development project. The cost ratios used are based on actual
costs incurred and estimates of future development costs and
sales revenues to completion of each project. The ratios are
reviewed regularly and revised for changes in sales and cost
estimates or development plans. Significant changes in these
estimates or development plans, whether due to changes in market
conditions or other factors, could result in changes to the cost
ratio used for a specific project. The specific identification
method is used to determine cost of sales for certain parcels of
land, including acquired parcels we do not intend to develop or
for which development is complete at the date of acquisition.
Income
Taxes (Note 7)
Deferred income taxes are accounted for using the asset and
liability method. Deferred tax assets and liabilities are
recognized for the expected future tax consequences of events
that have been included in the financial statements or tax
returns. Under this method, deferred tax assets and liabilities
are determined based on the differences between the financial
reporting and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are
expected to reverse. An increase or decrease in the deferred tax
liability that results from a change in circumstances, and which
causes a change in our judgment about expected future tax
consequences of events, is included in the current tax
provision. Deferred income taxes also reflect the impact of
operating loss and tax credit carryforwards. A valuation
allowance is provided if we believe it is more likely than not
that all or some portion of the deferred tax asset will not be
realized. An increase or decrease in the valuation allowance
that results from a change in circumstances, and which causes a
change in our judgment about the realizability of the related
deferred tax asset, is included in the current tax provision.
On January 1, 2007, we adopted Financial Accounting
Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48).
FIN 48 prescribes a recognition threshold that a tax
position is required to meet before recognition in the financial
statements and provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim
periods, disclosure and transition issues. Prior to adoption of
FIN 48, we did not treat either interest or penalties
related to tax uncertainties as part of income tax expense. With
the adoption of FIN 48, we have chosen to change this
accounting policy. As a result, we recognize
F-15
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
and report interest and penalties, if necessary, within our
provision for income tax expense from January 1, 2007
forward.
In many of our Master Planned Communities, gains with respect to
sales of land for commercial use, condominiums or apartments are
reported for tax purposes on the percentage of completion
method. Under the percentage of completion method, gain is
recognized for tax purposes as costs are incurred in
satisfaction of contractual obligations. In contrast, gains with
respect to sales of land for single family residences are
reported for tax purposes under the completed contract method.
Under the completed contract method, gain is recognized for tax
purposes when 95% of the costs of our contractual obligations
are incurred.
Earnings
Per Share (EPS)
Basic earnings per share (EPS) is computed by
dividing net income available to common stockholders by the
weighted-average number of common shares outstanding. Diluted
EPS is computed after adjusting the numerator and denominator of
the basic EPS computation for the effects of all potentially
dilutive common shares. The dilutive effects of convertible
securities are computed using the if-converted
method and the dilutive effects of options, warrants and their
equivalents (including fixed awards and nonvested stock issued
under stock-based compensation plans) are computed using the
treasury stock method.
Dilutive EPS excludes anti-dilutive options where the exercise
price was higher than the average market price of our common
stock and options for which requirements for vesting were not
satisfied. Such options totaled 3,754,458 in 2007, 2,250,227 in
2006 and 1,026,777 in 2005. Outstanding Common Units have also
been excluded from the diluted earnings per share calculation
because there would be no effect on EPS as the minority
interests share of income would also be added back to net
income. Finally, the exchangeable senior notes that were issued
in April 2007 (Note 6) are also excluded from EPS
because the conditions for exchange were not satisfied as of
December 31, 2007.
Information related to our EPS calculations is summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
(In thousands)
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
287,954
|
|
|
$
|
287,954
|
|
|
$
|
60,096
|
|
|
$
|
60,096
|
|
|
$
|
63,867
|
|
|
$
|
63,867
|
|
Discontinued operations, net of minority interests
|
|
|
|
|
|
|
|
|
|
|
(823
|
)
|
|
|
(823
|
)
|
|
|
11,686
|
|
|
|
11,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
287,954
|
|
|
$
|
287,954
|
|
|
$
|
59,273
|
|
|
$
|
59,273
|
|
|
$
|
75,553
|
|
|
$
|
75,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
basic
|
|
|
243,992
|
|
|
|
243,992
|
|
|
|
241,222
|
|
|
|
241,222
|
|
|
|
237,673
|
|
|
|
237,673
|
|
Effect of dilutive securities stock options
|
|
|
|
|
|
|
546
|
|
|
|
|
|
|
|
832
|
|
|
|
|
|
|
|
796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
diluted
|
|
|
243,992
|
|
|
|
244,538
|
|
|
|
241,222
|
|
|
|
242,054
|
|
|
|
237,673
|
|
|
|
238,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Financial Instruments
We use derivative financial instruments to reduce risk
associated with movements in interest rates. We may choose or be
required by lenders to reduce cash flow and earnings volatility
associated with interest rate risk exposure on
F-16
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
variable-rate borrowings
and/or
forecasted fixed-rate borrowings by entering into interest rate
swaps or interest rate caps. We do not use derivative financial
instruments for speculative purposes.
Under interest rate cap agreements, we make initial premium
payments to the counterparties in exchange for the right to
receive payments from them if interest rates exceed specified
levels during the agreement period. Under interest rate swap
agreements, we and the counterparties agree to exchange the
difference between fixed-rate and variable-rate interest amounts
calculated by reference to specified notional principal amounts
during the agreement period. Notional principal amounts are used
to express the volume of these transactions, but the cash
requirements and amounts subject to credit risk are
substantially less.
Parties to interest rate exchange agreements are subject to
market risk for changes in interest rates and risk of credit
loss in the event of nonperformance by the counterparty. We do
not require any collateral under these agreements, but deal only
with highly-rated financial institution counterparties (which,
in certain cases, are also the lenders on the related debt) and
expect that all counterparties will meet their obligations.
All of our interest rate swap and other derivative financial
instruments qualify as cash flow hedges and hedge our exposure
to forecasted interest payments on variable-rate LIBOR-based
debt. Accordingly, the effective portion of the
instruments gains or losses is reported as a component of
other comprehensive income and reclassified into earnings when
the related forecasted transactions affect earnings. If we
discontinue a cash flow hedge because it is no longer probable
that the original forecasted transaction will occur, or if a
hedge is deemed no longer effective, the net gain or loss in
accumulated other comprehensive income (loss) is immediately
reclassified into earnings.
We have not recognized any losses as a result of hedge
discontinuance and the expense that we recognized related to
changes in the time value of interest rate cap agreements and
ineffective hedges were insignificant for 2007, 2006 and 2005.
Amounts receivable or payable under interest rate cap and swap
agreements are accounted for as adjustments to interest expense
on the related debt.
Fair
Value of Financial Instruments
The fair values of our financial instruments approximate their
carrying value in our financial statements except for debt. We
estimated the fair value of our debt based on quoted market
prices for publicly-traded debt and on the discounted estimated
future cash payments to be made for other debt. The discount
rates used approximate current lending rates for loans or groups
of loans with similar maturities and credit quality, assume the
debt is outstanding through maturity and consider the
debts collateral (if applicable). We have utilized market
information as available or present value techniques to estimate
the amounts required to be disclosed. Since such amounts are
estimates, there can be no assurance that the disclosed value of
any financial instrument could be realized by immediate
settlement of the instrument.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
|
(In millions)
|
|
|
Fixed-rate debt
|
|
$
|
20,840
|
|
|
$
|
20,596
|
|
|
$
|
17,018
|
|
|
$
|
16,854
|
|
Variable-rate debt
|
|
|
3,442
|
|
|
|
3,361
|
|
|
|
3,504
|
|
|
|
3,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,282
|
|
|
$
|
23,957
|
|
|
$
|
20,522
|
|
|
$
|
20,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Based Compensation Expense
On January 1, 2006, we adopted Statement of Financial
Accounting Standards (SFAS) No. 123 (revised
2004), Share Based Payment,
(SFAS 123(R)). SFAS 123(R) requires
companies to estimate the fair value of share based
payment awards on the date of grant using an option
pricing model. The value of the portion of
F-17
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in the Consolidated
Statements of Income and Comprehensive Income. SFAS 123(R)
replaces SFAS No. 123, Accounting for
Stock Based Compensation
(SFAS 123) which we adopted in the second
quarter of 2002. In March 2005, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 107
(SAB 107) relating to SFAS 123(R). We have
applied the provisions of SAB 107 in our adoption of
SFAS 123(R).
We adopted SFAS 123(R) using the modified prospective
transition method, which requires the application of the
accounting standard as of January 1, 2006. Our Consolidated
Financial Statements as of and for the years ended
December 31, 2007 and 2006 reflect the impact of
SFAS 123(R). In accordance with the modified prospective
transition method, our Consolidated Financial Statements for
prior periods have not been restated to reflect, and do not
include, the impact of SFAS 123(R). Because we had
previously adopted SFAS 123, the impact of the adoption of
SFAS 123(R) was not significant to our Consolidated
Financial Statements. SFAS 123(R) requires forfeitures to
be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those
estimates. Under SFAS 123, we did not estimate forfeitures
for options issued pursuant to our Incentive Stock Plans. The
cumulative effect of estimating forfeitures for these plans
decreased compensation expense by approximately $128 thousand
for the year ended December 31, 2007 and $150 thousand for
the year ended December 31, 2006 and has been reflected in
our Consolidated Statements of Income and Comprehensive Income.
Prior to the adoption of SFAS 123 in the second quarter of
2002, we accounted for stock based awards using the
intrinsic value method in accordance with APB 25 as allowed
under SFAS 123. Under the intrinsic value method,
compensation cost is recognized for common stock awards or stock
options only if the quoted market price of the stock as of the
grant date (or other measurement date, if later) is greater than
the amount the grantee must pay to acquire the stock. Because
the exercise price of stock options and the fair value of
restricted stock grants equaled the fair market value of the
underlying stock at the date of grant, no compensation expense
related to grants issued under the 1993 Stock Incentive Plan was
recognized. As a result of the cash settlement option available
for threshold vesting stock options
(TSOs) issued prior to 2004, compensation expense
equal to the change in the market price of our stock at the end
of each reporting period continues to be recognized for all such
unexercised TSOs.
On November 10, 2005, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position
No. 123(R)-3 Transition Election Related to
Accounting for Tax Effects of Share Based Payment
Awards. The transition methods include procedures to
establish the beginning balance of the additional
paid in capital pool (APIC pool) related
to the tax effects of employee stock based
compensation, and to determine the subsequent impact on the APIC
pool and Consolidated Statements of Cash Flows of the tax
effects of employee stock based compensation awards
that are outstanding upon adoption of SFAS 123(R). We have
adopted the transition guidance in SFAS 123(R) and not the
alternative method described in this FASB staff position.
Foreign
Currency Translation
The functional currencies for our international joint ventures
are their local currencies. Assets, liabilities of these
investments are translated at the rate of exchange in effect on
the balance sheet date and operations are translated at the
average exchange for the period. Translation adjustments
resulting from this process are accumulated in
stockholders equity as a component of accumulated other
comprehensive income (loss).
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. For example, significant estimates and assumptions have
been made with respect to useful lives of assets, capitalization
of development and leasing costs, provision for income taxes,
recoverable amounts of receivables and deferred taxes, initial
valuations and
F-18
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
related amortization periods of deferred costs and intangibles,
particularly with respect to acquisitions, and cost ratios and
completion percentages used for land sales. Actual results could
differ from these and other estimates.
Reclassifications
and Corrections
Certain amounts in the 2006 and 2005 Consolidated Financial
Statements have been reclassified to conform to the current year
presentation.
|
|
Note 3
|
Acquisitions
and Intangibles
|
GGP/Homart
I Acquisition
On July 6, 2007, we acquired the fifty percent interest
owned by New York State Common Retirement Fund
(NYSCRF) in the GGP/Homart I portfolio (described
below). This acquisition was the result of an election by NYSCRF
to exercise its exchange right, in accordance with the
GGP/Homart I Stockholders Agreement, with respect to its
ownership in GGP/Homart I (the Homart I
acquisition). The acquisition price for NYSCRFs
ownership interest was approximately $1.20 billion in cash
(including deferred amounts) and the assumption of approximately
$1.04 billion of existing mortgage debt (at fair value)
representing NYSCRFs share of the total mortgage debt of
GGP/Homart I. The cash purchase price was primarily funded by a
$750 million bank loan which, including amortization of the
fees, bears interest at LIBOR plus 140 basis points and by
an agreement to pay NYSCRF $254 million pursuant to a five
year interest-only note. The note arose out of the January 2008
settlement of NYSCRFs arbitration claims relating to,
among other things, the method used to compute the total
purchase price payable to NYSCRF for the exchange. The note is
secured by our ownership interest in GGP/Homart II (another
joint venture owned on a
50/50
basis with NYSCRF) and bears interest at changing rates
(initially, approximately 5.6% per annum) computed according to
a formula based on mortgage loans to be obtained on, and secured
by, three specified properties owned by GGP/Homart II. After
setting aside certain monies relating to future development and
expansion expenses for various GGP/Homart II properties,
the note requires that we make principal payments to NYSCRF to
the extent we receive distributions of any excess proceeds (as
defined in the note) from GGP/Homart II attributable to
such three mortgage loans.
As a result of this transaction, we own 100% of the GGP/Homart I
portfolio and subsequently have consolidated the respective
operations from the acquisition date. The properties in the
GGP/Homart I portfolio include: Arrowhead Towne Center (a 33.3%
unconsolidated interest), Bay City Mall, Brass Mill Center and
Commons, Chula Vista Center, Columbiana Centre, Deerbrook Mall,
Lakeland Square Mall, Moreno Valley Mall, Neshaminy Mall (a 50%
unconsolidated interest), Newgate Mall, Newpark Mall, North
Point Mall, The Parks at Arlington, Pembroke Lakes Mall, The
Shoppes at Buckland Hills, Steeplegate Mall, Superstition
Springs Center (a 33.3% unconsolidated interest), Tysons
Galleria, Vista Ridge Mall, Washington Park Mall, West Oaks
Mall, The Woodlands Mall and a parcel of land at East Mesa.
The aggregate purchase price was as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Cash paid
|
|
$
|
949,090
|
|
Debt assumed
|
|
|
1,055,057
|
|
Acquisition and other costs, including deferred purchase price
obligation
|
|
|
254,677
|
|
|
|
|
|
|
Total purchase price
|
|
$
|
2,258,824
|
|
|
|
|
|
|
The following table summarizes the allocation of the purchase
price to the net assets acquired at the date of acquisition (see
also Note 17 Pro Forma Financial Information).
These allocations were based on the relative fair values of the
assets acquired and liabilities assumed. Because these fair
values were based on currently available
F-19
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
information and assumptions and estimates that we believe are
reasonable at this time, they are subject to reallocation as
additional information, particularly with respect to liabilities
assumed, becomes available.
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
250,194
|
|
Buildings and equipment
|
|
|
|
|
|
|
1,660,372
|
|
In-place lease value
|
|
|
|
|
|
|
44,309
|
|
Developments in progress
|
|
|
|
|
|
|
8,477
|
|
Investment in and loans to/from Unconsolidated Real Estate
Affiliates
|
|
|
|
|
|
|
137,973
|
|
Cash
|
|
|
|
|
|
|
11,240
|
|
Tenant accounts receivable
|
|
|
|
|
|
|
5,156
|
|
Prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
Above-market tenant leases
|
|
|
43,782
|
|
|
|
|
|
Other
|
|
|
178,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Prepaid expenses and other assets
|
|
|
|
|
|
|
221,803
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
2,339,524
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
31,396
|
|
Debt mark-to-market adjustments
|
|
|
|
|
|
|
(12,883
|
)
|
Below-market tenant leases
|
|
|
|
|
|
|
62,188
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
80,701
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets Acquired
|
|
|
|
|
|
$
|
2,258,824
|
|
|
|
|
|
|
|
|
|
|
F-20
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Intangible
Assets and Liabilities
The following table summarizes our intangible assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Gross Asset
|
|
|
(Amortization)/
|
|
|
|
|
|
|
(Liability)
|
|
|
Accretion
|
|
|
Net Carrying Amount
|
|
|
|
(In thousands)
|
|
|
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
In-place value
|
|
$
|
679,329
|
|
|
$
|
(361,172
|
)
|
|
$
|
318,157
|
|
Above-market
|
|
|
148,057
|
|
|
|
(72,772
|
)
|
|
|
75,285
|
|
Below-market
|
|
|
(324,088
|
)
|
|
|
196,447
|
|
|
|
(127,641
|
)
|
Ground leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-market
|
|
|
(16,968
|
)
|
|
|
1,479
|
|
|
|
(15,489
|
)
|
Below-market
|
|
|
293,435
|
|
|
|
(19,590
|
)
|
|
|
273,845
|
|
Real estate tax stabilization agreement
|
|
|
91,879
|
|
|
|
(12,425
|
)
|
|
|
79,454
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
In-place value
|
|
$
|
667,492
|
|
|
$
|
(314,270
|
)
|
|
$
|
353,222
|
|
Above-market
|
|
|
107,157
|
|
|
|
(53,176
|
)
|
|
|
53,981
|
|
Below-market
|
|
|
(294,052
|
)
|
|
|
176,089
|
|
|
|
(117,963
|
)
|
Ground leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-market
|
|
|
(16,968
|
)
|
|
|
1,007
|
|
|
|
(15,961
|
)
|
Below-market
|
|
|
293,435
|
|
|
|
(12,919
|
)
|
|
|
280,516
|
|
Real estate tax stabilization agreement
|
|
|
91,879
|
|
|
|
(8,501
|
)
|
|
|
83,378
|
|
Changes in gross asset (liability) balances in 2007 are the
result of the Homart I acquisition, the acquisition of the
minority interest in two consolidated joint ventures and our
policy of writing off fully amortized intangible assets.
The gross asset balances of the in-place value of tenant leases
are included in Buildings and equipment in our Consolidated
Balance Sheets. The above-market and below-market tenant and
ground leases as well as the real estate tax stabilization
agreement intangible asset are included in Prepaid expenses and
other assets and Accounts payable and accrued expenses as
detailed in Note 11.
Amortization/accretion of these intangible assets and
liabilities, and similar assets and liabilities from our
Unconsolidated Real Estate Affiliates at our share, decreased
our income (excluding the impact of minority interest and the
provision for income taxes) by approximately $62.5 million
in 2007, $118.2 million in 2006 and $157.5 million in
2005.
Future amortization, including our share of such items from
Unconsolidated Real Estate Affiliates, is estimated to decrease
income (excluding the impact of minority interest and the
provision for income taxes) by approximately $65 million in
2008, $70 million in 2009, $60 million in 2010,
$50 million in 2011, and $40 million in 2012.
|
|
Note 4
|
Discontinued
Operations and Gains (Losses) on Dispositions of Interests in
Operating Properties
|
In December 2005, our Board of Directors approved two separate
plans to dispose of certain office/industrial properties
originally acquired in the TRCLP merger in 2004. The plans
included 21 office properties which were sold at a total sale
price of approximately $125 million and 16 industrial
buildings which were sold at a total sale price of approximately
$57 million. All of the properties were located in Hunt
Valley and Woodlawn, Baltimore,
F-21
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Maryland. The sales closed in December 2005. As a result of the
dispositions, we recognized a loss of approximately
$1.3 million in 2006 and a gain of approximately
$6.2 million in 2005, both before minority interest.
Pursuant to SFAS No. 144, the operations of these
properties (net of minority interests) have been reported as
discontinued operations in the accompanying consolidated
financial statements. Revenues and income before minority
interest for these TRCLP office/industrial properties for the
year ended December 31, 2005 was $24.3 million and
$8.1 million, respectively.
|
|
Note 5
|
Unconsolidated
Real Estate Affiliates
|
The Unconsolidated Real Estate Affiliates include our
non-controlling investments in real estate joint ventures.
Generally, we share in the profits and losses, cash flows and
other matters relating to our investments in Unconsolidated Real
Estate Affiliates in accordance with our respective ownership
percentages. We manage most of the properties owned by these
joint ventures. Some of the joint ventures have elected to be
taxed as REITs. We account for these joint ventures using the
equity method because we have joint interest and control of
these ventures with our venture partners and they have
substantive participating rights in such ventures. For financial
reporting purposes, each of these joint ventures is considered
an individually significant Unconsolidated Real Estate Affiliate.
In certain circumstances, we have debt obligations in excess of
our pro rata share of the debt of our Unconsolidated Real Estate
Affiliates (Retained Debt). This Retained Debt
represents distributed debt proceeds of the Unconsolidated Real
Estate Affiliates in excess of our pro rata share of the
non-recourse mortgage indebtedness of such Unconsolidated Real
Estate Affiliates. The proceeds of the Retained Debt which are
distributed to us are included as a reduction in our investment
in Unconsolidated Real Estate Affiliates. In the event that the
Unconsolidated Real Estate Affiliates do not generate sufficient
cash flow to pay debt service, by agreement with our partners,
our distributions may be reduced or we may be required to
contribute funds in an amount equal to the debt service on
Retained Debt. Such Retained Debt totaled $163.3 million as
of December 31, 2007 and $170.1 million as of
December 31, 2006, and has been reflected as a reduction in
our investment in Unconsolidated Real Estate Affiliates. In
other circumstances, the Company, in connection with the debt
obligations of certain Unconsolidated Real Estate Affiliates,
has agreed to provide supplemental guarantees or master-lease
commitments to provide to the debt holders additional
credit-enhancement or security. We currently do not expect to be
required to perform pursuant to any of such supplemental
credit-enhancement provisions for our Unconsolidated Real Estate
Affiliates.
The significant accounting policies used by the Unconsolidated
Real Estate Affiliates are the same as ours.
Condensed
Combined Financial Information of Unconsolidated Real Estate
Affiliates
Following is summarized financial information for our
Unconsolidated Real Estate Affiliates as of December 31,
2007 and 2006 and for the years ended December 31, 2007,
2006 and 2005. Certain 2006 and 2005 amounts have been
reclassified to conform to the 2007 presentation.
F-22
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Condensed Combined Balance Sheets Unconsolidated
Real Estate Affiliates
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
917,244
|
|
|
$
|
988,018
|
|
Buildings and equipment
|
|
|
7,136,053
|
|
|
|
8,158,030
|
|
Less accumulated depreciation
|
|
|
(1,361,649
|
)
|
|
|
(1,590,812
|
)
|
Developments in progress
|
|
|
645,156
|
|
|
|
551,464
|
|
|
|
|
|
|
|
|
|
|
Net property and equipment
|
|
|
7,336,804
|
|
|
|
8,106,700
|
|
Investment in unconsolidated joint ventures
|
|
|
|
|
|
|
45,863
|
|
Investment land and land held for development and sale
|
|
|
287,962
|
|
|
|
290,273
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
7,624,766
|
|
|
|
8,442,836
|
|
Cash and cash equivalents
|
|
|
224,048
|
|
|
|
180,203
|
|
Accounts and notes receivable, net
|
|
|
133,747
|
|
|
|
165,049
|
|
Deferred expenses, net
|
|
|
166,201
|
|
|
|
155,051
|
|
Prepaid expenses and other assets
|
|
|
445,113
|
|
|
|
470,885
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
8,593,875
|
|
|
$
|
9,414,024
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
6,215,426
|
|
|
$
|
7,752,889
|
|
Accounts payable and accrued expenses
|
|
|
715,519
|
|
|
|
558,974
|
|
Owners equity
|
|
|
1,662,930
|
|
|
|
1,102,161
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
8,593,875
|
|
|
$
|
9,414,024
|
|
|
|
|
|
|
|
|
|
|
Investment In and Loans To/From Unconsolidated Real Estate
Affiliates, Net
|
|
|
|
|
|
|
|
|
Owners equity
|
|
$
|
1,662,930
|
|
|
$
|
1,102,161
|
|
Less joint venture partners equity
|
|
|
(853,459
|
)
|
|
|
(600,412
|
)
|
Capital or basis differences and loans
|
|
|
993,895
|
|
|
|
824,866
|
|
|
|
|
|
|
|
|
|
|
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
|
$
|
1,803,366
|
|
|
$
|
1,326,615
|
|
|
|
|
|
|
|
|
|
|
Reconciliation Investment In and Loans To/From
Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
Asset Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
|
$
|
1,857,330
|
|
|
$
|
1,499,036
|
|
Liability Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
|
|
(53,964
|
)
|
|
|
(172,421
|
)
|
|
|
|
|
|
|
|
|
|
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
|
$
|
1,803,366
|
|
|
$
|
1,326,615
|
|
|
|
|
|
|
|
|
|
|
F-23
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Condensed Combined Statements of Income
Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
829,356
|
|
|
$
|
864,368
|
|
|
$
|
795,185
|
|
Tenant recoveries
|
|
|
358,941
|
|
|
|
378,413
|
|
|
|
365,325
|
|
Overage rents
|
|
|
25,314
|
|
|
|
31,889
|
|
|
|
28,592
|
|
Land sales
|
|
|
161,938
|
|
|
|
162,790
|
|
|
|
158,181
|
|
Management and other fees
|
|
|
41,538
|
|
|
|
15,712
|
|
|
|
|
|
Other
|
|
|
156,822
|
|
|
|
164,019
|
|
|
|
126,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,573,909
|
|
|
|
1,617,191
|
|
|
|
1,473,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
104,523
|
|
|
|
119,426
|
|
|
|
112,225
|
|
Repairs and maintenance
|
|
|
84,840
|
|
|
|
88,243
|
|
|
|
87,816
|
|
Marketing
|
|
|
25,275
|
|
|
|
26,485
|
|
|
|
29,561
|
|
Other property operating costs
|
|
|
293,568
|
|
|
|
311,267
|
|
|
|
239,194
|
|
Land sales operations
|
|
|
91,539
|
|
|
|
103,519
|
|
|
|
89,561
|
|
Provision for doubtful accounts
|
|
|
4,185
|
|
|
|
1,494
|
|
|
|
10,182
|
|
Property management and other costs
|
|
|
94,268
|
|
|
|
77,290
|
|
|
|
59,548
|
|
General and administrative
|
|
|
19,013
|
|
|
|
7,947
|
|
|
|
2,684
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
259,015
|
|
|
|
269,327
|
|
|
|
257,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,065,451
|
|
|
|
1,004,998
|
|
|
|
887,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
508,458
|
|
|
|
612,193
|
|
|
|
585,428
|
|
Interest income
|
|
|
26,334
|
|
|
|
30,498
|
|
|
|
14,432
|
|
Interest expense
|
|
|
(355,917
|
)
|
|
|
(361,114
|
)
|
|
|
(304,368
|
)
|
Provision for income taxes
|
|
|
(9,263
|
)
|
|
|
(1,274
|
)
|
|
|
(1,157
|
)
|
Minority interest
|
|
|
(163
|
)
|
|
|
(588
|
)
|
|
|
|
|
Equity in income of unconsolidated joint ventures
|
|
|
3,389
|
|
|
|
6,509
|
|
|
|
5,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
172,838
|
|
|
|
286,224
|
|
|
|
299,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, including gain on dispositions
|
|
|
106,016
|
|
|
|
18,115
|
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
278,854
|
|
|
$
|
304,339
|
|
|
$
|
300,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity In Income of Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
278,854
|
|
|
$
|
304,339
|
|
|
$
|
300,157
|
|
Joint venture partners share of income
|
|
|
(187,672
|
)
|
|
|
(160,099
|
)
|
|
|
(157,756
|
)
|
Amortization of capital or basis differences
|
|
|
(19,019
|
)
|
|
|
(22,083
|
)
|
|
|
(20,844
|
)
|
Special allocation of litigation provision to GGPLP
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Elimination of Unconsolidated Real Estate Affiliates loan
interest
|
|
|
(2,987
|
)
|
|
|
(7,916
|
)
|
|
|
(571
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income Unconsolidated Real Estate Affiliates
|
|
$
|
158,401
|
|
|
$
|
114,241
|
|
|
$
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-24
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Condensed
Financial Information of Individually Significant Unconsolidated
Real Estate Affiliates
The following is summarized financial information for certain
individually significant Unconsolidated Real Estate Affiliates
as of December 31, 2007 and 2006 and for the years ended
December 31, 2007, 2006 and 2005. Our investment in such
affiliates varies from a strict ownership percentage due to
capital or basis differences or loans and related amortization.
GGP/Homart
II
We own 50% of the membership interest of GGP/Homart II
L.L.C. (GGP/Homart II), a limited liability company.
The remaining 50% interest in GGP/Homart II is owned by
NYSCRF. GGP Homart II owns 11 retail properties and one
office building. Certain 2006 and 2005 amounts have been
reclassified to conform to the 2007 presentation.
|
|
|
|
|
|
|
|
|
|
|
GGP/Homart II
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
248,094
|
|
|
$
|
224,158
|
|
Buildings and equipment
|
|
|
2,654,780
|
|
|
|
2,261,123
|
|
Less accumulated depreciation
|
|
|
(400,078
|
)
|
|
|
(326,340
|
)
|
Developments in progress
|
|
|
108,078
|
|
|
|
286,396
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
2,610,874
|
|
|
|
2,445,337
|
|
Cash and cash equivalents
|
|
|
30,851
|
|
|
|
6,289
|
|
Accounts receivable, net
|
|
|
40,319
|
|
|
|
35,506
|
|
Deferred expenses, net
|
|
|
76,297
|
|
|
|
58,712
|
|
Prepaid expenses and other assets
|
|
|
39,032
|
|
|
|
36,656
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,797,373
|
|
|
$
|
2,582,500
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
2,110,947
|
|
|
$
|
2,284,763
|
|
Accounts payable and accrued expenses
|
|
|
237,688
|
|
|
|
146,781
|
|
Owners equity
|
|
|
448,738
|
|
|
|
150,956
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
2,797,373
|
|
|
$
|
2,582,500
|
|
|
|
|
|
|
|
|
|
|
F-25
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGP/Homart II
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
230,420
|
|
|
$
|
205,835
|
|
|
$
|
194,938
|
|
Tenant recoveries
|
|
|
103,265
|
|
|
|
94,298
|
|
|
|
92,862
|
|
Overage rents
|
|
|
7,008
|
|
|
|
5,935
|
|
|
|
6,432
|
|
Other
|
|
|
10,028
|
|
|
|
9,057
|
|
|
|
8,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
350,721
|
|
|
|
315,125
|
|
|
|
302,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
29,615
|
|
|
|
29,883
|
|
|
|
27,132
|
|
Repairs and maintenance
|
|
|
23,100
|
|
|
|
19,362
|
|
|
|
19,671
|
|
Marketing
|
|
|
8,332
|
|
|
|
7,583
|
|
|
|
8,726
|
|
Other property operating costs
|
|
|
41,099
|
|
|
|
37,776
|
|
|
|
29,490
|
|
Provision for (recovery of) doubtful accounts
|
|
|
1,315
|
|
|
|
(47
|
)
|
|
|
3,125
|
|
Property management and other costs
|
|
|
22,279
|
|
|
|
19,469
|
|
|
|
17,468
|
|
General and administrative
|
|
|
11,777
|
|
|
|
7,137
|
|
|
|
2,005
|
|
Litigation provision
|
|
|
89,225
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
81,241
|
|
|
|
66,024
|
|
|
|
61,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
307,983
|
|
|
|
187,187
|
|
|
|
169,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
42,738
|
|
|
|
127,938
|
|
|
|
133,235
|
|
Interest income
|
|
|
7,871
|
|
|
|
8,840
|
|
|
|
7,358
|
|
Interest expense
|
|
|
(109,209
|
)
|
|
|
(91,240
|
)
|
|
|
(77,285
|
)
|
Income allocated to minority interests
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
(Provision for) benefit from income taxes
|
|
|
(2,202
|
)
|
|
|
(69
|
)
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(60,828
|
)
|
|
$
|
45,469
|
|
|
$
|
63,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In February, 2004, Caruso Affiliated Holdings, LLC
(Caruso or plaintiff) commenced a
lawsuit involving GGP and GGP/Homart II (collectively, the
parties) in the Los Angeles Superior Court (the
Court) alleging violations of the California
antitrust law and unfair competition laws and interference with
prospective economic advantage. At trial, which commenced on
October 1, 2007, the California antitrust law and unfair
competition claims were dismissed. Trial proceeded with respect
to the allegation that the parties had interfered with the
plaintiffs relationship with a then-prospective tenant for
its lifestyle development which is adjacent to Glendale
Galleria, a property located in Los Angeles owned by GGP/Homart
II. Judgment of compensatory damages in the amount of
approximately $74.2 million and punitive damages in the
amount of $15 million were entered against the parties on
December 21, 2007. Interest at the statutory rate of 10%
will accrue from that date. The parties filed a motion for
judgment notwithstanding the verdict and a motion for a new
trial or remittitur which were denied by the Court on
February 20, 2008. The parties will appeal the judgment and
expect that they will post an appellate bond in approximately
mid-to-late March for an amount equal to 150% of the judgment
(excluding interest).
The judgment amount and the related interest have been recorded
by GGP/Homart II. However, the GGP/Homart II Operating
Agreement gives NYSCRF (the non-managing member of GGP/Homart
II) rights to indemnification from the Company under
certain circumstances. Although such rights could be asserted by
NYSCRF, at this time we are not aware of any formal action taken
by NYSCRF regarding these rights. However, the Company and
NYSCRF
F-26
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
have entered into a tolling agreement (essentially, a standstill
agreement) relating to such rights. If the indemnity is
applicable and enforceable, the Company may have the obligation
to pay the damage award. In this event, management of the
Company has determined that the Company would likely pay
directly, or reimburse GGP/Homart II, for 100% of any payments
and costs. Accordingly, the Company has reflected, as provision
for litigation and in other general and administrative costs and
interest expense, as applicable, 100% of the judgment and
certain related costs, rather than reflect such 50% share of
such costs in its equity in earnings of GGP/Homart II.
Woodlands
Land Development
We own 52.5% of the membership interest of The Woodlands Land
Development Company, L.P. (The Woodlands
Partnership), a limited liability partnership. The
remaining 47.5% interest in The Woodlands Partnership is owned
by Morgan Stanley Real Estate Fund II, L.P.
|
|
|
|
|
|
|
|
|
|
|
The Woodlands Partnership
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
14,756
|
|
|
$
|
13,828
|
|
Buildings and equipment
|
|
|
48,201
|
|
|
|
91,485
|
|
Less accumulated depreciation
|
|
|
(10,638
|
)
|
|
|
(19,271
|
)
|
Developments in progress
|
|
|
52,515
|
|
|
|
6,939
|
|
Investment land and land held for development and sale
|
|
|
287,962
|
|
|
|
290,273
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate
|
|
|
392,796
|
|
|
|
383,254
|
|
Cash and cash equivalents
|
|
|
27,359
|
|
|
|
15,219
|
|
Deferred expenses, net
|
|
|
2,044
|
|
|
|
2,782
|
|
Prepaid expenses and other assets
|
|
|
85,331
|
|
|
|
97,978
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
507,530
|
|
|
$
|
499,233
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Owners Equity:
|
|
|
|
|
|
|
|
|
Mortgages, notes and loans payable
|
|
$
|
286,765
|
|
|
$
|
321,724
|
|
Accounts payable and accrued expenses
|
|
|
75,549
|
|
|
|
58,805
|
|
Owners equity
|
|
|
145,216
|
|
|
|
118,704
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and owners equity
|
|
$
|
507,530
|
|
|
$
|
499,233
|
|
|
|
|
|
|
|
|
|
|
F-27
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Woodlands Partnership
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
734
|
|
|
$
|
1,834
|
|
|
$
|
(9
|
)
|
Land sales
|
|
|
161,938
|
|
|
|
161,540
|
|
|
|
157,581
|
|
Other
|
|
|
34,750
|
|
|
|
34,244
|
|
|
|
31,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
197,422
|
|
|
|
197,618
|
|
|
|
189,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
131
|
|
|
|
453
|
|
|
|
|
|
Repairs and maintenance
|
|
|
257
|
|
|
|
311
|
|
|
|
|
|
Other property operating costs
|
|
|
39,162
|
|
|
|
32,207
|
|
|
|
33,083
|
|
Land sales operations
|
|
|
91,539
|
|
|
|
102,989
|
|
|
|
89,313
|
|
Depreciation and amortization
|
|
|
3,504
|
|
|
|
5,218
|
|
|
|
4,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
134,593
|
|
|
|
141,178
|
|
|
|
127,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
62,829
|
|
|
|
56,440
|
|
|
|
62,464
|
|
Interest income
|
|
|
676
|
|
|
|
332
|
|
|
|
224
|
|
Interest expense
|
|
|
(9,025
|
)
|
|
|
(6,434
|
)
|
|
|
(5,873
|
)
|
Provision for income taxes
|
|
|
(1,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
52,562
|
|
|
|
50,338
|
|
|
|
56,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, including gain on dispositions
|
|
|
94,556
|
|
|
|
16,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
147,118
|
|
|
$
|
66,885
|
|
|
$
|
56,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6
|
Mortgages,
Notes and Loans Payable
|
Mortgages, notes and loans payable are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
Commercial mortgage-backed securities
|
|
$
|
|
|
|
$
|
868,765
|
|
Other collateralized mortgages, notes and loans payable
|
|
|
16,943,760
|
|
|
|
13,762,381
|
|
Corporate and other unsecured term loans
|
|
|
3,895,922
|
|
|
|
2,386,334
|
|
|
|
|
|
|
|
|
|
|
Total fixed-rate debt
|
|
|
20,839,682
|
|
|
|
17,017,480
|
|
|
|
|
|
|
|
|
|
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
Other collateralized mortgages, notes and loans payable
|
|
|
819,607
|
|
|
|
388,287
|
|
Credit facilities
|
|
|
429,150
|
|
|
|
60,000
|
|
Corporate and other unsecured term loans
|
|
|
2,193,700
|
|
|
|
3,056,200
|
|
|
|
|
|
|
|
|
|
|
Total variable-rate debt
|
|
|
3,442,457
|
|
|
|
3,504,487
|
|
|
|
|
|
|
|
|
|
|
Total Mortgages, notes and loans payable
|
|
$
|
24,282,139
|
|
|
$
|
20,521,967
|
|
|
|
|
|
|
|
|
|
|
The weighted-average annual interest rate (including the effects
of swaps and excluding the effects of deferred finance costs) on
our mortgages, notes and loans payable was 5.55% at
December 31, 2007 and 5.70% at
F-28
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2006. Our mortgages, notes and loans payable
have various maturities through 2095. The weighted-average
remaining term of our mortgages, notes and loans payable was
4.05 years as of December 31, 2007.
As of December 31, 2007, approximately $22.61 billion
of land, buildings and equipment and developments in progress
(before accumulated depreciation) have been pledged as
collateral for our mortgages, notes and loans payable.
Substantially all of the mortgage notes are non-recourse to us.
In addition, although certain mortgage loans contain guarantees
or other credit enhancement or security provisions for the
benefit of the note holder, we currently do not expect to be
required to perform with respect to such provisions. Certain
mortgage notes payable may be prepaid but are generally subject
to a prepayment penalty equal to a yield-maintenance premium or
a percentage of the loan balance. Certain properties, including
those within the portfolios collateralized by commercial
mortgage-backed securities, are subject to financial performance
covenants, primarily debt service coverage ratios. We believe we
are in compliance with all such covenants as of
December 31, 2007.
Exchangeable
Senior Notes
In April 2007, GGPLP completed the sale of $1.55 billion
aggregate principal amount of 3.98% Exchangeable Senior Notes
(the Notes) pursuant to Rule 144A under the
Securities Act of 1933.
Interest on the Notes is payable semi-annually in arrears on
April 15 and October 15 of each year, beginning October 15,
2007. The Notes will mature on April 15, 2027 unless
previously redeemed by GGPLP, repurchased by GGPLP or exchanged
in accordance with their terms prior to such date. Prior to
April 15, 2012, we will not have the right to redeem the
Notes, except to preserve our status as a REIT. On or after
April 15, 2012, we may redeem for cash all or part of the
Notes at any time, at 100% of the principal amount of the Notes,
plus accrued and unpaid interest, if any, to the redemption
date. On each of April 15, 2012, April 15, 2017 and
April 15, 2022, holders of the Notes may require us to
repurchase the Notes, in whole or in part, for cash equal to
100% of the principal amount of Notes to be repurchased, plus
accrued and unpaid interest.
The Notes are exchangeable for GGP common stock or a combination
of cash and common stock, at our option, upon the satisfaction
of certain conditions, including conditions relating to the
market price of our common stock, the trading price of the
Notes, the occurrence of certain corporate events and
transactions, a call for redemption of the Notes and any failure
by us to maintain a listing of our common stock on a national
securities exchange. We currently intend to settle the principal
amount of the Notes in cash and any premium in cash, shares of
our common stock or a combination of both.
The initial exchange rate for each $1,000 principal amount of
notes is approximately 11.27 shares of GGP common stock,
representing an exchange price of approximately $88.72 per share
and an exchange premium of 35%, which was based on the closing
price of our common stock on April 10, 2007. The initial
exchange rate is subject to adjustment under certain
circumstances, including potential increases in the exchange
rate resulting from increases in our dividends. We have
registered, for the benefit of the holders of the Notes, the GGP
common stock issuable upon the exchange of the Notes
(approximately 17.5 million shares) and agree to maintain
the effectiveness of such registration throughout the term of
the Notes. In the event of a registration default, we will
increase the applicable exchange rate by 3% (approximately
0.5 million shares) until we are no longer in default. As
we believe that the likelihood of making such exchange rate
adjustment is remote, no amounts reflecting a contingent
liability have been accrued.
Proceeds from the offering, net of related fees, were
approximately $1.52 billion and were used to repay
$850 million of corporate unsecured debt, repay
approximately $400 million on our revolving credit
facility, redeem $60 million of perpetual preferred units
and for other general corporate uses.
F-29
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Commercial
Mortgage-Backed Securities
In November 1997, the Operating Partnership and GGP Ivanhoe I
completed the placement of fixed-rate non-recourse commercial
mortgage backed securities (the CMBS 13). The
commercial mortgage-backed securities had cross-default
provisions and were cross-collateralized. In general, the
cross-defaulted properties were under common ownership; however,
$138.6 million of unconsolidated debt at two Unconsolidated
Properties was cross-defaulted and cross-collateralized by
$868.8 million of consolidated debt at eleven Consolidated
Properties. The CMBS 13 was refinanced in November 2004 and
replaced at its November 2007 maturity with new, property
specific mortgage financing.
In December 2001, the Operating Partnership and certain
Unconsolidated Real Estate Affiliates completed the placement of
non-recourse commercial mortgage pass-through certificates (the
GGP MPTC). The principal amount of the GGP MPTC was
attributed to the Operating Partnership, GGP/Homart I,
GGP/Homart II, GGP Ivanhoe III and GGP Ivanhoe IV. The GGP
MPTC was repaid in the third quarter of 2006.
Other
Collateralized Mortgage Notes and Other Property Debt
Payable
Collateralized mortgage notes and other property debt payable
consist primarily of non-recourse notes collateralized by
individual properties and equipment. The fixed-rate
collateralized mortgage notes and other debt payable bear
interest ranging from 3.17% to 10.15%. The variable-rate
collateralized mortgage notes and other debt payable bear
interest at LIBOR (5.02% at December 31, 2007) plus
100 basis points.
Corporate
and Other Unsecured Term Loans
On July 6, 2007, we closed on a $750 million credit
facility (Senior Bridge Facility) that was used to partially
fund the Homart I acquisition. The facility is secured by
several mall and office properties and matures on July 6,
2008. As of December 31, 2007, the balance on the Senior
Bridge Facility was $722.2 million.
Under the terms of the Facility, we are subject to the same
customary affirmative and negative covenants as the 2006 Credit
Facility. The interest rate of the facility is LIBOR plus 1.25%.
On February 24, 2006, we amended the 2004 Credit Facility,
which was entered into to fund the TRC Merger, by entering into
a Second Amended and Restated Credit Agreement (the 2006
Credit Facility). The 2006 Credit Facility provides for a
$2.85 billion term loan (the Term Loan) and a
$650 million revolving credit facility. As of
December 31, 2007, $220.9 million is available to be
drawn on the revolving credit facility.
The 2006 Credit Facility has a four year term, with a one year
extension option. The interest rate ranges from LIBOR plus 1.15%
to LIBOR plus 1.5%, depending on our leverage ratio and assuming
we maintain our election to have these loans designated as
Eurodollar loans. The interest rate, as of December 31,
2007, was LIBOR plus 1.25%. As of December 31, 2007 the
weighted average interest rate on the remaining corporate
unsecured fixed and variable rate debt and the revolving credit
facility was 5.97%.
Under the terms of the 2006 Credit Facility, we are subject to
customary affirmative and negative covenants. If a default
occurs, the lenders will have the option of declaring all
outstanding amounts immediately due and payable. Events of
default include a failure to maintain our REIT status under the
Internal Revenue Code, a failure to remain listed on the New
York Stock Exchange and such customary events as nonpayment of
principal, interest, fees or other amounts, breach of
representations and warranties, breach of covenant,
cross-default to other indebtedness and certain bankruptcy
events. We believe we are in compliance with all such covenants
as of December 31, 2007.
Concurrently with the 2006 Credit Facility transaction, we also
entered into a $1.4 billion term loan (the Short Term
Loan) and TRCLP entered into a $500 million term loan
(the Bridge Loan). The Short Term Loan was repaid in
August 2006 as part of various refinancing transactions
including the GGP MPTC. The Bridge Loan was fully repaid in May
2006 with a portion of the proceeds obtained from the sale of
$800 million of senior unsecured
F-30
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
notes which were issued by TRCLP. These notes provide for
semi-annual, interest-only payments at a rate of 6.75% and
payment of the principal in full on May 1, 2013.
Also concurrently with the 2006 Credit Facility transaction, GGP
Capital Trust I, a Delaware statutory trust (the
Trust) and a wholly-owned subsidiary of GGPLP,
completed a private placement of $200 million of trust
preferred securities (TRUPS). The Trust also issued
$6.2 million of Common Securities to GGPLP. The Trust used
the proceeds from the sale of the TRUPS and Common Securities to
purchase $206.2 million of floating rate Junior
Subordinated Notes of GGPLP due 2036. The TRUPS require
distributions equal to LIBOR plus 1.45%. Distributions are
cumulative and accrue from the date of original issuance. The
TRUPS mature on April 30, 2036, but may be redeemed
beginning on April 30, 2011 if the Trust exercises its
right to redeem a like amount of the Junior Subordinated Notes.
The Junior Subordinated Notes bear interest at LIBOR plus 1.45%.
Though the Trust is a wholly-owned subsidiary of GGPLP, we are
not the primary beneficiary of the Trust and, accordingly, it is
not consolidated for accounting purposes under FASB
Interpretation No. 46 (as revised), Consolidation of
Variable Interest Entities An Interpretation of ARB
No. 51 (FIN 46R). As a result, we
have recorded the Junior Subordinated Notes as Mortgages, Notes
and Loans Payable and our common equity interest in the Trust as
Prepaid Expenses and Other Assets in our Consolidated Balance
Sheets at December 31, 2007 and 2006.
Unsecured
Term Loans
In conjunction with the TRC Merger, we assumed certain
publicly-traded unsecured debt which included 8.78% and
8.44% Notes (repaid at maturity in March 2007),
3.625% Notes and 8% Notes due 2009, 7.2% Notes
due 2012 and 5.375% Notes due 2013. Such debt totaled
$1.45 billion at both December 31, 2007 and 2006,
respectively. Under the terms of the Indenture dated as of
February 24, 1995, as long as these notes are outstanding,
TRCLP is required to file with the SEC the annual and quarterly
reports and other documents which TRCLP would be required to
file as if it was subject to Section 13(a) or 15(d) of the
Exchange Act, regardless of whether TRCLP was subject to such
requirements. TRCLP is no longer required to file reports or
other documents with the SEC under Section 13(a) or 15(d).
Accordingly, in lieu of such filing, certain financial and other
information related to TRCLP has been included as
Exhibit 99.1 to this Annual Report on
Form 10-K.
We believe that such TRCLP information is responsive to the
terms of the Indenture and that any additional information
needed or actions required can be supplied or addressed.
In conjunction with our acquisition of JP Realty in 2002, we
assumed $100 million of ten-year senior unsecured notes
which bear interest at a fixed rate of 7.29% and were issued in
March 1998. The notes require semi-annual interest payments.
Annual principal payments of $25 million began in March
2005 and continue until the loan is fully repaid in March 2008.
Interest
Rate Swaps
To achieve a more desirable balance between fixed and
variable-rate debt, we have also entered into the following
certain swap agreements at December 31, 2007:
|
|
|
|
|
|
|
Property
|
|
|
|
Specific
|
|
|
Total notional amount (in millions)
|
|
$
|
195.0
|
|
Average fixed pay rate
|
|
|
4.78
|
%
|
Average variable receive rate
|
|
|
LIBOR
|
|
Such swap agreements have been designated as cash flow hedges
and are intended to hedge our exposure to future interest
payments on the related variable-rate debt.
F-31
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Letters
of Credit and Surety Bonds
We had outstanding letters of credit and surety bonds of
approximately $235.0 million as of December 31, 2007.
These letters of credit and bonds were issued primarily in
connection with insurance requirements, special real estate
assessments and construction obligations.
We elected to be taxed as a REIT under
sections 856-860
of the Internal Revenue Code, commencing with our taxable year
beginning January 1, 1993. To qualify as a REIT, we must
meet a number of organizational and operational requirements,
including requirements to distribute at least 90% of our
ordinary taxable income and to distribute to stockholders or pay
tax on 100% of capital gains and to meet certain asset and
income tests. It is managements current intention to
adhere to these requirements.
As a REIT, we will generally not be subject to corporate
level Federal income tax on taxable income we distribute
currently to our stockholders. If we fail to qualify as a REIT
in any taxable year, we will be subject to Federal income taxes
at regular corporate rates (including any applicable alternative
minimum tax) and may not be able to qualify as a REIT for four
subsequent taxable years. Even if we qualify for taxation as a
REIT, we may be subject to certain state and local taxes on our
income or property, and to Federal income and excise taxes on
our undistributed taxable income. In addition, we are subject to
rules which may impose corporate income tax on certain built-in
gains recognized upon the disposition of assets owned by our
subsidiaries where such subsidiaries (or other predecessors) had
formerly been C corporations. These rules apply only where the
disposition occurs within certain specified recognition periods.
Specifically, in the case of the TRC assets, we may be subject
to tax on built-in gain recognized upon the disposition prior to
January 1, 2008 of assets owned by TRC on January 1,
1998, the effective date of TRCs REIT election. At
December 31, 2007, the total amount of built-in gains with
respect to our assets is substantial. Effective January 1,
2008, with the exception of the built in gains associated with
the Private REIT/TRS Restructuring described below, all TRC
assets are no longer subject to the tax on built in gains.
However, to the extent that any such properties are to be sold,
we intend to utilize tax strategies such as dispositions through
like-kind exchanges and the use of net operating loss
carryforwards to limit or offset the amount of such gains and
therefore the amount of tax paid.
We also have subsidiaries which we have elected to be treated as
taxable real estate investment trust subsidiaries (a
TRS or TRS entities) and which are,
therefore, subject to federal and state income taxes. Our
primary TRS entities include GGMI, entities which own our master
planned community properties and other TRS entities acquired in
the TRC Merger. Current Federal income taxes of certain of these
TRS entities are likely to increase in future years as we
exhaust the net loss carryforwards of these entities and as
certain master planned community developments are completed.
Such increases could be significant.
Effective March 31, 2007, through a series of transactions,
a private REIT owned by GGPLP was contributed to TRCLP and one
of our TRS entities became a qualified REIT subsidiary of that
private REIT (the Private REIT/TRS Restructuring).
This transaction resulted in approximately a $328.4 million
decrease in our net deferred tax liabilities, an approximate
$7.4 million increase in our current taxes payable and an
approximate $321.0 million income tax benefit related to
the properties now owned by that private REIT.
The (benefit from) provision for income taxes for the years
ended December 31, 2007, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Current
|
|
$
|
73,976
|
|
|
$
|
40,732
|
|
|
$
|
22,693
|
|
Deferred
|
|
|
(368,136
|
)
|
|
|
58,252
|
|
|
|
28,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(294,160
|
)
|
|
$
|
98,984
|
|
|
$
|
51,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-32
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Income tax expense computed by applying the Federal corporate
tax rate for the years ended December 31, 2007, 2006 and
2005 is reconciled to the provision for income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Tax at statutory rate on earnings from continuing operations
before income taxes
|
|
$
|
(2,172
|
)
|
|
$
|
55,678
|
|
|
$
|
40,723
|
|
Increase (decrease) in valuation allowances, net
|
|
|
160
|
|
|
|
936
|
|
|
|
(5,114
|
)
|
State income taxes, net of Federal income tax benefit
|
|
|
2,290
|
|
|
|
4,608
|
|
|
|
343
|
|
Tax at statutory rate on earnings (losses) not subject to
Federal income taxes and other permanent differences
|
|
|
22,308
|
|
|
|
37,762
|
|
|
|
15,337
|
|
Tax benefit from Private REIT/TRS Restructuring
|
|
|
(320,956
|
)
|
|
|
|
|
|
|
|
|
FIN 48 tax expense, excluding interest
|
|
|
(2,763
|
)
|
|
|
|
|
|
|
|
|
FIN 48 interest, net of Federal income tax benefit
|
|
|
6,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit from) provision for income taxes
|
|
$
|
(294,160
|
)
|
|
$
|
98,984
|
|
|
$
|
51,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization of a deferred tax benefit is dependent upon
generating sufficient taxable income in future periods. Our net
operating loss carryforwards are currently scheduled to expire
in subsequent years through 2026. Some of the net operating loss
carryforward amounts are subject to annual limitations under
Section 382 of the Internal Revenue Code. This annual
limitation under Section 382 is subject to modification if
a taxpayer recognizes what are called built-in gain
items. For 2005, the benefit amount has been reduced to
reflect the sum of the annual Section 382 limitations, with
no adjustment for the potential of built-in gain items. The
valuation amount has likewise been reduced, thereby maintaining
the same net deferred tax benefit amount for the net operating
loss carryforwards. For 2007 and 2006, there has been no change
from 2005 in the presentation of the net tax benefit.
The amounts and expiration dates of operating loss and tax
credit carryforwards for tax purposes are as follows:
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Expiration Dates
|
|
|
|
(In thousands)
|
|
|
|
|
|
Net operating loss carryforwards Federal
|
|
$
|
41,472
|
|
|
|
2008 - 2026
|
|
Net operating loss carryforwards State
|
|
|
106,432
|
|
|
|
2008 - 2026
|
|
Capital loss carryforwards
|
|
|
9,232
|
|
|
|
2009
|
|
Tax credit carryforwards Federal AMT
|
|
|
847
|
|
|
|
n/a
|
|
Each TRS is a tax paying component for purposes of classifying
deferred tax assets and liabilities. Net deferred tax assets
(liabilities) are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Total deferred tax assets
|
|
$
|
25,184
|
|
|
$
|
16,006
|
|
Valuation allowance
|
|
|
(1,096
|
)
|
|
|
(936
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
24,088
|
|
|
|
15,070
|
|
Total deferred tax liabilities
|
|
|
(860,435
|
)
|
|
|
(1,302,205
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(836,347
|
)
|
|
$
|
(1,287,135
|
)
|
|
|
|
|
|
|
|
|
|
As part of the TRC merger, we acquired a controlling interest in
an entity whose assets included a deferred tax asset of
approximately $142 million related to $406 million of
temporary differences (primarily interest deduction
carryforwards with no expiration date).
F-33
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Due to the uncertainty of the realization of certain tax
carryforwards, we established valuation allowances. The majority
of the valuation allowances related to net operating loss
carryforwards where there is uncertainty regarding their
realizability.
The tax effects of temporary differences and carryforwards
included in the net deferred tax liabilities at
December 31, 2007 and 2006 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Property, primarily differences in depreciation and
amortization, the tax basis of land assets and treatment of
interest and certain other costs
|
|
$
|
(796,142
|
)
|
|
$
|
(1,165,960
|
)
|
Deferred income
|
|
|
(206,652
|
)
|
|
|
(291,634
|
)
|
Interest deduction carryforwards
|
|
|
142,103
|
|
|
|
142,177
|
|
Operating loss and tax credit carryforwards
|
|
|
24,345
|
|
|
|
28,282
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(836,347
|
)
|
|
$
|
(1,287,135
|
)
|
|
|
|
|
|
|
|
|
|
Although we believe our tax returns are correct, the final
determination of tax examinations and any related litigation
could be different than that which was reported on the returns.
In the opinion of management, we have made adequate tax
provisions for years subject to examination. Generally, we are
currently open to audit under the statute of limitations by the
Internal Revenue Service for the years ending December 31,
2004 through 2007 and are open to audit by state taxing
authorities for years ending December 31, 2003 through
2007. Several of our taxable REIT subsidiaries are under
examination by the Internal Revenue Service for the years 2001
through 2005. We are unable to determine when the remaining
examinations will be resolved.
On January 1, 2007, we adopted Financial Accounting
Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48).
FIN 48 prescribes a recognition threshold that a tax
position is required to meet before recognition in the financial
statements and provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim
periods, disclosure and transition issues.
At January 1, 2007, we had total unrecognized tax benefits
of approximately $135.1 million, excluding accrued
interest, of which approximately $69 million would impact
our effective tax rate. The future adoption of SFAS 141(R)
(as defined and described in Note 15) may impact the
amounts of total unrecognized tax benefits that would impact our
effective tax rate. These unrecognized tax benefits increased
our income tax liabilities by $82.1 million, increased
goodwill by $28.0 million and cumulatively reduced retained
earnings by $54.1 million. As of January 1, 2007, we
had accrued interest of approximately $11.9 million related
to these unrecognized tax benefits and no penalties. Prior to
adoption of FIN 48, we did not treat either interest or
penalties related to tax uncertainties as part of income tax
expense. With the adoption of FIN 48, we have chosen to
change this accounting policy. As a result, we will recognize
and report interest and penalties, if necessary, within our
provision for income tax expense from January 1, 2007
forward. We recognized potential interest expense related to the
unrecognized tax benefits of $7.0 million for the year
ended December 31, 2007. During the year ended
December 31, 2007, we recognized previously unrecognized
tax benefits, excluding accrued interest, of $20.0 million;
of which $14.8 million decreased goodwill and
$5.2 million reduced income tax expense. The recognition of
the previously unrecognized tax benefits resulted in the
reduction of interest expense accrued related to these amounts.
At December 31, 2007, we had total unrecognized tax
benefits of approximately $127.1 million, excluding
interest, of which approximately $44.9 million would impact
our effective tax rate.
F-34
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Unrecognized tax benefits, opening balance
|
|
$
|
135,062
|
|
Gross increases tax positions in prior period
|
|
|
1,970
|
|
Gross increases tax positions in current period
|
|
|
10,029
|
|
Settlements
|
|
|
|
|
Lapse of statute of limitations
|
|
|
(19,952
|
)
|
|
|
|
|
|
Unrecognized tax benefits, ending balance
|
|
$
|
127,109
|
|
|
|
|
|
|
Based on our assessment of the expected outcome of existing
examinations or examinations that may commence, or as a result
of the expiration of the statute of limitations for specific
jurisdictions, it is reasonably possible that the related
unrecognized tax benefits, excluding accrued interest, for tax
positions taken regarding previously filed tax returns will
materially change from those recorded at December 31, 2007.
A material change in unrecognized tax benefits could have a
material effect on our statements of income and comprehensive
income. As of December 31, 2007, there is approximately
$72.7 million of unrecognized tax benefits, excluding
accrued interest, which due to the reasons above, could
significantly increase or decrease during the next twelve months.
Earnings and profits, which determine the taxability of
dividends to stockholders, differ from net income reported for
financial reporting purposes due to differences for Federal
income tax reporting purposes in, among other things, estimated
useful lives, depreciable basis of properties and permanent and
temporary differences on the inclusion or deductibility of
elements of income and deductibility of expense for such
purposes.
Distributions paid on our common stock and their tax status, as
sent to our shareholders, are presented in the following table.
The tax status of GGP distributions in 2007, 2006 and
2005 may not be indicative of future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Ordinary income
|
|
$
|
0.926
|
|
|
$
|
0.542
|
|
|
$
|
0.993
|
|
Return of capital
|
|
|
|
|
|
|
0.501
|
|
|
|
0.497
|
|
Qualified dividends
|
|
|
0.501
|
|
|
|
0.432
|
|
|
|
|
|
Capital gain distributions
|
|
|
0.423
|
|
|
|
0.205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions per share
|
|
$
|
1.850
|
|
|
$
|
1.680
|
|
|
$
|
1.490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 8
|
Rentals
Under Operating Leases
|
We receive rental income from the leasing of retail and other
space under operating leases. The minimum future rentals based
on operating leases of our Consolidated Properties held as of
December 31, 2007 are as follows (in thousands):
|
|
|
|
|
Year
|
|
Amount
|
|
|
2008
|
|
$
|
1,642,365
|
|
2009
|
|
|
1,534,411
|
|
2010
|
|
|
1,369,628
|
|
2011
|
|
|
1,207,599
|
|
2012
|
|
|
1,033,005
|
|
Subsequent
|
|
|
3,752,229
|
|
Minimum future rentals exclude amounts which are payable by
certain tenants based upon a percentage of their gross sales or
as reimbursement of operating expenses and amortization of above
and below-market tenant leases.
F-35
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Such operating leases are with a variety of tenants, the
majority of which are national and regional retail chains and
local retailers, and consequently, our credit risk is
concentrated in the retail industry.
|
|
Note 9
|
Transactions
with Affiliates
|
Management and other fee revenues primarily represent management
and leasing fees, development fees, financing fees and fees for
other ancillary services performed for the benefit of certain of
the Unconsolidated Real Estate Affiliates and for properties
owned by third parties. Fees earned from the Unconsolidated
Properties totaled approximately $83.4 million in 2007,
$110.9 million in 2006 and $87.5 million in 2005. Such
fees are recognized as revenue when earned.
|
|
Note 10
|
Stock-Based
Compensation Plans
|
Incentive
Stock Plans
We grant qualified and non-qualified stock options and make
restricted stock grants to attract and retain officers and key
employees through the 2003 Incentive Stock Plan and, prior to
April 2003, the 1993 Stock Incentive Plan. Stock options are
granted by the Compensation Committee of the Board of Directors
at an exercise price of not less than 100% of the fair market
value of our common stock on the date of the grant. The terms of
the options are fixed by the Compensation Committee. Stock
options generally vest 20% at the time of the grant and in 20%
annual increments thereafter. Prior to May 2006, we granted
options to non-employee directors that were exercisable in full
commencing on the date of grant and scheduled to expire on the
fifth anniversary of the date of the grant. Beginning in May
2006, non-employee directors received restricted stock grants,
as further described below. The 2003 Incentive Stock Plan
provides for the issuance of up to 9.0 million shares of
our common stock, of which approximately 5.0 million
options and restricted shares have been granted as of
December 31, 2007, subject to certain customary adjustments
to prevent dilution.
The following tables summarize stock option activity for the
2003 Incentive Stock Plan as of and for the years ended
December 31, 2007, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Stock Options Outstanding at January 1
|
|
|
3,167,348
|
|
|
$
|
38.41
|
|
|
|
2,546,174
|
|
|
$
|
29.57
|
|
|
|
1,875,687
|
|
|
$
|
22.17
|
|
Granted
|
|
|
1,205,000
|
|
|
|
65.81
|
|
|
|
1,370,000
|
|
|
|
49.78
|
|
|
|
1,352,500
|
|
|
|
36.13
|
|
Exercised
|
|
|
(1,318,748
|
)
|
|
|
33.81
|
|
|
|
(573,226
|
)
|
|
|
24.70
|
|
|
|
(610,213
|
)
|
|
|
21.00
|
|
Exchanged for restricted stock
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
47.26
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
(145,000
|
)
|
|
|
43.10
|
|
|
|
(70,000
|
)
|
|
|
33.49
|
|
Expired
|
|
|
(600
|
)
|
|
|
9.99
|
|
|
|
(600
|
)
|
|
|
9.99
|
|
|
|
(1,800
|
)
|
|
|
9.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Outstanding at December 31
|
|
|
3,053,000
|
|
|
$
|
51.21
|
|
|
|
3,167,348
|
|
|
$
|
38.41
|
|
|
|
2,546,174
|
|
|
$
|
29.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-36
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Outstanding
|
|
|
Stock Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
|
Contractual
|
|
|
Exercise
|
|
|
|
|
|
Contractual
|
|
|
Exercise
|
|
Range of Exercise Prices
|
|
Shares
|
|
|
Term (in years)
|
|
|
Price
|
|
|
Shares
|
|
|
Term (in years)
|
|
|
Price
|
|
|
In-the-money stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$6.58 -$13.16
|
|
|
4,500
|
|
|
|
2.30
|
|
|
$
|
9.99
|
|
|
|
4,500
|
|
|
|
2.30
|
|
|
$
|
9.99
|
|
$13.16-$19.74
|
|
|
73,000
|
|
|
|
4.60
|
|
|
|
15.41
|
|
|
|
73,000
|
|
|
|
4.60
|
|
|
|
15.41
|
|
$26.32-$32.91
|
|
|
197,000
|
|
|
|
1.10
|
|
|
|
30.94
|
|
|
|
145,000
|
|
|
|
1.10
|
|
|
|
30.94
|
|
$32.91-$39.49
|
|
|
571,000
|
|
|
|
2.20
|
|
|
|
35.71
|
|
|
|
351,000
|
|
|
|
2.20
|
|
|
|
35.57
|
|
$39.49-$46.07
|
|
|
50,000
|
|
|
|
2.80
|
|
|
|
44.59
|
|
|
|
20,000
|
|
|
|
2.80
|
|
|
|
44.59
|
|
$46.07-$52.65
|
|
|
952,500
|
|
|
|
3.20
|
|
|
|
49.52
|
|
|
|
547,500
|
|
|
|
3.20
|
|
|
|
49.88
|
|
$59.23-$65.81
|
|
|
1,205,000
|
|
|
|
4.20
|
|
|
|
65.81
|
|
|
|
201,000
|
|
|
|
4.20
|
|
|
|
65.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,053,000
|
|
|
|
2.93
|
|
|
$
|
51.21
|
|
|
|
1,342,000
|
|
|
|
2.93
|
|
|
$
|
44.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The intrinsic value of outstanding and exercisable stock options
as of December 31, 2007 represents the excess of our
closing stock price ($41.18) on that date over the exercise
price multiplied by the applicable number of shares that may be
acquired upon exercise of stock options, and is therefore not
presented in the table above if the result is a negative value.
The intrinsic value of exercised stock options represents the
excess of our stock price at the time the option was exercised
and the exercise price and was $39.3 million for options
exercised during 2007, $13.9 million for options exercised
during 2006, and $10.9 million for options exercised during
2005.
The weighted-average fair value of stock options as of the grant
date was $11.07 for stock options granted during 2007, $7.61 for
stock options granted during 2006, and $4.82 for stock options
granted during 2005.
Stock options generally vest 20% at the time of the grant and in
20% annual increments thereafter. In February 2007, however, in
lieu of awarding options similar in size to prior years to two
of our senior executives, the Compensation Committee of our
Board of Directors accelerated the vesting of options held by
these executives so that all such options became immediately
vested and exercisable. As a result, the vesting of 705,000
options was accelerated and compensation expense of
$4.1 million which would have been recognized in 2007
through 2010 was recognized in the first quarter of 2007.
Restricted
Stock
We also make restricted stock grants to certain officers and,
beginning in May 2006, to non-employee directors, pursuant to
the 2003 Stock Incentive Plan. The vesting terms of these grants
are specific to the individual grant. Generally, a portion of
the shares vest immediately and the remainder vest in equal
annual amounts over the next two to five years.
F-37
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes restricted stock activity as of
and for the years ended December 31, 2007, 2006, and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Nonvested restricted stock grants outstanding as of January 1
|
|
|
72,666
|
|
|
$
|
47.62
|
|
|
|
15,000
|
|
|
$
|
16.77
|
|
|
|
80,001
|
|
|
$
|
16.71
|
|
Granted
|
|
|
96,500
|
|
|
|
65.29
|
|
|
|
99,000
|
|
|
|
47.91
|
|
|
|
66,000
|
|
|
|
35.41
|
|
Vested
|
|
|
(32,668
|
)
|
|
|
49.11
|
|
|
|
(41,334
|
)
|
|
|
37.13
|
|
|
|
(131,001
|
)
|
|
|
26.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested restricted stock grants outstanding as of December 31
|
|
|
136,498
|
|
|
$
|
59.75
|
|
|
|
72,666
|
|
|
$
|
47.62
|
|
|
|
15,000
|
|
|
$
|
16.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)
|
|
$
|
5,621
|
|
|
|
|
|
|
$
|
3,795
|
|
|
|
|
|
|
$
|
705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total fair value of restricted stock grants which vested
during 2007 was $2.0 million, during 2006 was
$2.0 million and during 2005 was $5.1 million.
Threshold-Vesting
Stock Options
Under the 1998 Incentive Stock Plan (the 1998 Incentive
Plan), we may also grant stock incentive awards to
employees in the form of threshold-vesting stock options
(TSOs). The exercise price of the TSO is the Current
Market Price (CMP) as defined in the 1998 Incentive
Plan of our common stock on the date the TSO is granted. In
order for the TSOs to vest, our common stock must achieve and
sustain the Threshold Price for at least 20 consecutive trading
days at any time over the five years following the date of
grant. Participating employees must remain employed until
vesting occurs in order to exercise the options. The Threshold
Price is currently determined by multiplying the CMP on the date
of grant by the Estimated Annual Growth Rate (currently 7%) and
compounding the product over a five-year period. TSOs granted in
2004 and thereafter must be exercised within 30 days of the
vesting date. TSOs granted prior to 2004, all of which have
vested, have a term of up to 10 years. The 1998 Incentive
Plan provides for the issuance of 11.0 million shares, of
which 8,163,995 options have been granted as of
December 31, 2007, subject to certain customary adjustments
to prevent dilution.
F-38
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes TSO activity as of
December 31, 2007 by grant year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSO Grant Year
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Granted prior to January 1
|
|
|
|
|
|
|
1,400,000
|
|
|
|
1,000,000
|
|
Forfeited
|
|
|
|
|
|
|
(84,773
|
)
|
|
|
(118,332
|
)
|
Vested and Exercised
|
|
|
|
|
|
|
|
|
|
|
(723,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSOs outstanding at January 1, 2007
|
|
|
|
|
|
|
1,315,227
|
|
|
|
157,748
|
|
Granted in 2007
|
|
|
1,400,000
|
|
|
|
|
|
|
|
|
|
Forfeited in 2007(1)
|
|
|
(86,110
|
)
|
|
|
(79,659
|
)
|
|
|
(1,334
|
)
|
Vested and Exercised in 2007
|
|
|
|
|
|
|
|
|
|
|
(156,414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSOs outstanding at December 31, 2007(2)
|
|
|
1,313,890
|
|
|
|
1,235,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value (in thousands)(3)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Intrinsic value options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
903
|
|
Fair value options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
596
|
|
Cash received options exercised (in thousands)
|
|
|
|
|
|
|
|
|
|
|
5,539
|
|
Exercise price(4)
|
|
$
|
65.81
|
|
|
$
|
50.47
|
|
|
$
|
35.41
|
|
Threshold price
|
|
|
92.30
|
|
|
|
70.79
|
|
|
|
49.66
|
|
Fair value of options on grant date
|
|
|
9.54
|
|
|
|
6.51
|
|
|
|
3.81
|
|
Remaining contractual term (in years)
|
|
|
4.1
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
(1) |
|
No TSO expirations for years presented. |
|
(2) |
|
TSOs outstanding at December 31, 2007 for the years 2004
and prior were 133,621. |
|
(3) |
|
Intrinsic value is not presented if the result is a negative
number. |
|
(4) |
|
A weighted average exercise price is not applicable as there is
only one grant date and issue per year. |
We have a $200 million per fiscal year common stock
repurchase program which gives us the ability to acquire some or
all of the shares of common stock to be issued upon the exercise
of the TSOs.
Other
Required Disclosures
The fair values of TSOs granted in 2007, 2006 and 2005 were
estimated using the binomial method. The value of restricted
stock grants is calculated as the average of the high and low
stock prices on the date of the initial grant. The fair values
of all other stock options were estimated on the date of grant
using the Black-Scholes-Merton option pricing model. These fair
values are affected by our stock price as well as assumptions
regarding a number of highly complex and subjective variables.
Expected volatilities are based on historical volatility of our
stock price as well as that of our peer group, implied
volatilities and various other factors. Historical data, such as
the past performance of our common stock and the length of
service by employees, was used to estimate expected life of the
TSOs and our stock options and represents the period of time
that options are expected to be outstanding. The weighted
average estimated value of stock options and TSOs granted during
2007, 2006 and 2005 were based on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Risk-free interest rate
|
|
|
4.70
|
%
|
|
|
4.43
|
%
|
|
|
3.40
|
%
|
Dividend yield
|
|
|
4.00
|
|
|
|
4.00
|
|
|
|
4.00
|
|
Expected volatitity
|
|
|
24.72
|
|
|
|
22.94
|
|
|
|
21.61
|
|
Expected life (in years)
|
|
|
5.0
|
|
|
|
2.5-3.5
|
|
|
|
5.0
|
|
F-39
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Compensation expense related to the Incentive Stock Plans, TSOs
and restricted stock was $16.9 million in 2007,
$14.0 million in 2006 and $11.1 million in 2005.
As of December 31, 2007, total compensation expense which
had not yet been recognized related to nonvested options, TSOs
and restricted stock grants was $29.2 million. Of this
total, $9.7 million is expected to be recognized in 2008,
$8.2 million in 2009, $7.0 million in 2010,
$3.9 million in 2011 and $0.4 million in 2012. These
amounts may be impacted by future grants, changes in forfeiture
estimates or vesting terms, actual forfeiture rates which differ
from estimated forfeitures
and/or
timing of TSO vesting.
Employee
Stock Purchase Plan
The General Growth Properties, Inc. Employee Stock Purchase Plan
(the ESPP) was established to assist eligible
employees in acquiring stock ownership interest in GGP. Under
the ESPP, eligible employees make payroll deductions over a
six-month purchase period. At the end of each six-month purchase
period, the amounts withheld are used to purchase shares of our
common stock at a purchase price equal to 85% of the lesser of
the closing price of a share of a common stock on the first or
last trading day of the purchase period. The ESPP is considered
a compensatory plan pursuant to SFAS 123(R). A maximum of
3.0 million shares of our common stock are reserved for
issuance under the ESPP. Since inception, an aggregate of
approximately 1.6 million shares of our common stock have
been purchased by eligible employees under the ESPP, including
79,213 shares for the purchase period ending
December 31, 2007 which were purchased at a price of $35.00
per share. Compensation expense related to the ESPP was
$2.0 million in 2007, $1.5 million in 2006, and
$2.0 million in 2005.
Defined
Contribution Plan
We sponsor the General Growth 401(k) Savings Plan (the
401(k) Plan) which permits all eligible employees to
defer a portion of their compensation in accordance with the
provisions of Section 401(k) of the Internal Revenue Code.
Subject to certain limitations (including an annual limit
imposed by the Internal Revenue Code), each participant is
allowed to make before-tax contributions up to 50% of gross
earnings, as defined. We add to a participants account
through a matching contribution up to 5% of the
participants annual earnings contributed to the 401(k)
Plan. We match 100% of the first 4% of earnings contributed by
each participant and 50% of the next 2% of earnings contributed
by each participant. We recognized expense resulting from the
matching contributions of $10.2 million in 2007,
$9.3 million in 2006, and $7.5 million in 2005.
Dividend
Reinvestment and Stock Purchase Plan
We have reserved up to 3.0 million shares of our common
stock for issuance under the Dividend Reinvestment and Stock
Purchase Plan (DRSP). In general, the DRSP allows
participants to purchase our common stock from dividends
received or additional cash investments. The stock is purchased
at current market price, but no fees or commissions are charged
to the participant. We expect to continue to satisfy DRSP common
stock purchases by issuing new shares of our common stock or by
repurchasing currently outstanding common stock. As of
December 31, 2007, an aggregate of 651,590 shares of
our common stock have been issued under the DRSP.
F-40
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 11
|
Other
Assets and Liabilities
|
The following table summarizes the significant components of
Prepaid expenses and other assets.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Below-market ground leases
|
|
$
|
273,845
|
|
|
$
|
280,516
|
|
Receivables finance leases and bonds
|
|
|
114,979
|
|
|
|
111,694
|
|
Security and escrow deposits
|
|
|
83,638
|
|
|
|
76,834
|
|
Real estate tax stabilization agreement
|
|
|
79,454
|
|
|
|
83,378
|
|
Above-market tenant leases
|
|
|
75,285
|
|
|
|
53,981
|
|
Special Improvement District receivable
|
|
|
58,200
|
|
|
|
64,819
|
|
Prepaid expenses
|
|
|
52,820
|
|
|
|
37,528
|
|
Deferred income tax
|
|
|
24,088
|
|
|
|
15,070
|
|
Funded defined contribution plan assets
|
|
|
14,616
|
|
|
|
17,119
|
|
Insurance recovery receivable
|
|
|
|
|
|
|
14,952
|
|
Other
|
|
|
29,352
|
|
|
|
32,076
|
|
|
|
|
|
|
|
|
|
|
Total Prepaid expenses and other assets
|
|
$
|
806,277
|
|
|
$
|
787,967
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the significant components of
Accounts payable and accrued expenses.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Accounts payable and accrued expenses
|
|
$
|
302,719
|
|
|
$
|
200,936
|
|
Deferred purchase price obligation
|
|
|
254,000
|
|
|
|
|
|
Construction payables
|
|
|
206,044
|
|
|
|
188,038
|
|
Fin 48 liability
|
|
|
146,201
|
|
|
|
|
|
Below-market tenant leases
|
|
|
127,641
|
|
|
|
117,963
|
|
Accrued interest
|
|
|
122,406
|
|
|
|
102,870
|
|
Hughes participation payable
|
|
|
86,008
|
|
|
|
90,793
|
|
Accrued real estate taxes
|
|
|
84,327
|
|
|
|
71,816
|
|
Deferred gains/income
|
|
|
79,479
|
|
|
|
56,414
|
|
Accrued payroll and other employee liabilities
|
|
|
71,191
|
|
|
|
58,372
|
|
Tenant and other deposits
|
|
|
28,212
|
|
|
|
32,887
|
|
Insurance reserve
|
|
|
19,407
|
|
|
|
12,800
|
|
Above-market ground leases
|
|
|
15,489
|
|
|
|
15,961
|
|
Funded defined contribution plan liabilities
|
|
|
14,616
|
|
|
|
17,119
|
|
Capital lease obligations
|
|
|
14,390
|
|
|
|
14,967
|
|
FIN 47 liability
|
|
|
14,321
|
|
|
|
11,493
|
|
Other
|
|
|
101,790
|
|
|
|
57,763
|
|
|
|
|
|
|
|
|
|
|
Total Accounts payable and accrued expenses
|
|
$
|
1,688,241
|
|
|
$
|
1,050,192
|
|
|
|
|
|
|
|
|
|
|
F-41
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 12
|
Minority
Interests
|
Common
Changes in outstanding Operating Partnership Common Units for
the three years ended December 31, 2007 are as follows:
|
|
|
|
|
January 31, 2005
|
|
|
55,532,263
|
|
Conversion of Preferred Units into Common Units
|
|
|
729,890
|
|
Redemptions for GGP common stock
|
|
|
(3,200,258
|
)
|
|
|
|
|
|
December 31, 2005
|
|
|
53,061,895
|
|
Conversion of Preferred Units into Common Units
|
|
|
1,163,333
|
|
Redemptions for GGP common stock
|
|
|
(1,334,637
|
)
|
|
|
|
|
|
December 31, 2006
|
|
|
52,890,591
|
|
Conversion of Preferred Units into Common Units
|
|
|
76,625
|
|
Redemptions for GGP common stock
|
|
|
(1,116,230
|
)
|
|
|
|
|
|
December 31, 2007
|
|
|
51,850,986
|
|
|
|
|
|
|
Under certain circumstances, the Common Units can be redeemed at
the option of the holders for cash or, at our election, for
shares of GGP common stock on a one-for-one basis. The holders
of the Common Units also share equally with our common
stockholders on a per share basis in any distributions by the
Operating Partnership on the basis that one Common Unit is
equivalent to one share of GGP common stock.
Also included in minority interests-common is minority interest
in consolidated joint ventures of approximately
$2.5 million as of December 31, 2007 and
$6.4 million as of December 31, 2006.
F-42
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Preferred
Components of minority interest preferred as of
December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as of
|
|
|
Per Unit
|
|
|
|
|
|
|
|
|
|
Coupon
|
|
|
Issuing
|
|
|
December 31,
|
|
|
Liquidation
|
|
|
Carrying Amount
|
|
Security Type
|
|
Rate
|
|
|
Entity
|
|
|
2007
|
|
|
Preference
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Perpetual Preferred Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Preferred Units (RPUs)
|
|
|
8.95
|
%
|
|
|
LLC
|
|
|
|
|
|
|
$
|
250
|
|
|
$
|
|
|
|
$
|
60,000
|
|
Cumulative Preferred Units (CPUs)
|
|
|
8.25
|
%
|
|
|
LLC
|
|
|
|
20,000
|
|
|
|
250
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B-JP
Realty
|
|
|
8.50
|
%
|
|
|
GGPLP
|
|
|
|
1,284,715
|
|
|
|
50
|
|
|
|
64,237
|
|
|
|
64,724
|
|
Series C-Glendale
Galleria
|
|
|
7.00
|
%
|
|
|
GGPLP
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
974
|
|
Series D-Foothills
Mall
|
|
|
6.50
|
%
|
|
|
GGPLP
|
|
|
|
532,750
|
|
|
|
50
|
|
|
|
26,637
|
|
|
|
26,637
|
|
Series E-Four
Seasons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Town Centre
|
|
|
7.00
|
%
|
|
|
GGPLP
|
|
|
|
502,658
|
|
|
|
50
|
|
|
|
25,132
|
|
|
|
25,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,006
|
|
|
|
117,467
|
|
Other preferred stock of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidated subsidiaries
|
|
|
N/A
|
|
|
|
various
|
|
|
|
476
|
|
|
|
1,000
|
|
|
|
476
|
|
|
|
361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Minority Interest-Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
121,482
|
|
|
$
|
182,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the RPUs and CPUs are entitled to receive cumulative
preferential cash distributions prior to any distributions by
the LLC to the Operating Partnership. The RPUs were redeemed in
cash by the LLC in April 2007 for the liquidation preference
amount.
The Convertible Preferred Units are convertible, with certain
restrictions, at any time by the holder into Common Units of the
Operating Partnership at the following rates:
|
|
|
|
|
|
|
Number of Common
|
|
|
|
Units for each
|
|
|
|
Preferred Unit
|
|
|
Series B JP Realty
|
|
|
3.000
|
|
Series D Foothills Mall
|
|
|
1.508
|
|
Series E Four Seasons Town Centre
|
|
|
1.298
|
|
F-43
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
Note 13
|
Accumulated
Other Comprehensive Income
|
Components of accumulated other comprehensive income as of
December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Net unrealized gains (losses) on financial instruments
|
|
$
|
(909
|
)
|
|
$
|
1,386
|
|
Accrued pension adjustment
|
|
|
(462
|
)
|
|
|
(705
|
)
|
Foreign currency translation
|
|
|
37,369
|
|
|
|
9,238
|
|
Unrealized losses on available-for-sale securities
|
|
|
(340
|
)
|
|
|
(337
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,658
|
|
|
$
|
9,582
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 14
|
Commitments
and Contingencies
|
In the normal course of business, from time to time, we are
involved in legal proceedings relating to the ownership and
operations of our properties. In managements opinion, the
liabilities, if any, that may ultimately result from such legal
actions are not expected to have a material adverse effect on
our consolidated financial position, results of operations or
liquidity.
We lease land or buildings at certain properties from third
parties. The leases generally provide us with a right of first
refusal in the event of a proposed sale of the property by the
landlord. Rental payments are expensed as incurred and have, to
the extent applicable, been straight-lined over the term of the
lease. Rental expense, including participation rent and
excluding amortization of above and below-market ground leases
and straight-line rents, was $12.0 million in 2007,
$10.3 million in 2006 and $10.5 million in 2005.
We periodically enter into contingent agreements for the
acquisition of properties. Each acquisition is subject to
satisfactory completion of due diligence and, in the case of
property acquired under development, completion of the project.
In conjunction with the acquisition of The Grand Canal Shoppes
in 2004, we entered into an agreement (the Phase II
Agreement) to acquire the multi-level retail space that is
part of The Palazzo in Las Vegas, Nevada (the
Phase II Acquisition) which is connected to the
existing Venetian and the Sands Expo and Convention Center
facilities and The Grand Canal Shoppes. The project opened on
January 18, 2008. The Phase II Agreement provides for
the payment of a purchase price amount computed on a 6%
capitalization rate on the projected net operating income of the
Phase II retail space, as defined by the Phase II
Agreement (Phase II NOI), up to
$38 million and on a capitalization rate of 8% on
Phase II NOI in excess of $38 million. We have agreed
to an initial purchase price of approximately $300 million
and additional payments will be made during the 48 months
after closing if Phase II NOI increases. Closing of the
acquisition, although subject to customary closing conditions,
is now expected to be in the first quarter of 2008.
F-44
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes the contractual maturities of our
long-term commitments. Both long-term debt and ground leases
include the related purchase accounting fair value adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent /
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Other (1)
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Long-term debt-principal
|
|
$
|
2,643,190
|
|
|
$
|
3,219,734
|
|
|
$
|
3,956,797
|
|
|
$
|
7,111,582
|
|
|
$
|
3,744,743
|
|
|
$
|
3,606,093
|
|
|
$
|
24,282,139
|
|
Retained debt-principal
|
|
|
2,446
|
|
|
|
2,606
|
|
|
|
119,694
|
|
|
|
776
|
|
|
|
37,740
|
|
|
|
|
|
|
|
163,262
|
|
Ground lease payments
|
|
|
15,895
|
|
|
|
15,907
|
|
|
|
15,805
|
|
|
|
15,333
|
|
|
|
15,137
|
|
|
|
596,964
|
|
|
|
675,041
|
|
FIN 48 obligations, including interest
|
|
|
20,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,027
|
|
|
|
146,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,681,705
|
|
|
$
|
3,238,247
|
|
|
$
|
4,092,296
|
|
|
$
|
7,127,691
|
|
|
$
|
3,797,620
|
|
|
$
|
4,329,084
|
|
|
$
|
25,266,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The remaining FIN 48 liability for which reasonable
estimates about the timing of payments cannot be made is
disclosed within the Subsequent/Other column. |
Contingent
Stock Agreement
In conjunction with the TRC Merger, we assumed TRCs
obligations under a Contingent Stock Agreement
(CSA). TRC entered into the CSA in 1996 when it
acquired The Hughes Corporation (Hughes). This
acquisition included various assets, including Summerlin (the
CSA Assets), a development in our Master Planned
Communities segment. We agreed that the TRC Merger would not
have a prejudicial effect on the former Hughes owners or their
successors (the Beneficiaries) with respect to their
receipt of securities pursuant to the CSA. We further agreed to
indemnify and hold harmless the Beneficiaries against losses
arising out of any breach by us of these covenants.
Under the CSA, we are required to issue shares of our common
stock semi-annually (February and August) to the Beneficiaries.
The number of shares to be issued is based on cash flows from
the development
and/or sale
of the CSA Assets and our stock price. We account for the
Beneficiaries share of earnings from the CSA Assets as an
operating expense. We delivered 698,601 shares of our
common stock (including 146,969 treasury shares) to the
Beneficiaries in 2007 and 1,815,019 (including 1,727,524
treasury shares) in 2006.
Under the CSA, we are also required to make a final stock
distribution to the Beneficiaries in 2010, following a final
valuation at the end of 2009. The amount of this distribution
will be based on the appraised values of the CSA Assets at such
time and is expected to be significant. We will account for this
distribution as additional investments in the related assets
(that is, contingent consideration).
Oakwood
Center and Riverwalk Marketplace Damages
In September 2005, two of our operating retail properties,
Oakwood Center, located in Gretna, Louisiana, and Riverwalk
Marketplace, which is located near the convention center in
downtown New Orleans, incurred hurricane
and/or
vandalism damage. We have comprehensive insurance coverage for
both property damage and business interruption and, therefore,
recorded insurance recovery receivables for both of such
coverages. However, in 2006, because of actual and potential
disputes with our insurance carriers, we commenced litigation to
preserve our rights regarding certain claims. Both properties
have now reopened.
The net book value of the property damage at these properties
had been estimated to be approximately $36 million. The
Oakwood component of such estimate continues to be subject to
review and revision as discussed below. During 2007, we reached
a final settlement with our insurance carrier with respect to
Riverwalk Marketplace in the
F-45
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
cumulative amount of approximately $17.5 million. Also
during 2007, in connection with Oakwood Center, we reached final
settlements with all of the insurance carriers for our first two
layers of insurance coverage pursuant to which we have received
a cumulative total to date of approximately $50 million.
All of such insurance recovery proceeds from such carriers have
been applied against the estimated property damage with the
remainder recorded as recovery of operating costs and repairs,
minimum rents and provision for doubtful accounts. As of
December 31, 2007, although all recorded insurance recovery
receivables have been collected, the litigation with respect to
Oakwood Center remains pending and we continue to have
discussions with our remaining insurance carriers at Oakwood
Center regarding our unresolved and disputed claims with respect
to deductibles, exclusions, additional business interruption
coverage and the scope and cost of repair, cleaning, and
replacement required at the property. While we believe that our
claims are valid, there can be no assurance that any additional
amounts will be collected.
|
|
Note 15
|
Recently
Issued Accounting Pronouncements
|
In August 2007, the FASB proposed FASB Staff Position
No. APB
14-a,
Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion (including Partial Cash
Settlements)
(FSP 14-a).
FSP 14-a
would require companies to separately account for the liability
and equity components of the debt instruments in a manner that
will reflect the nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. If the final
FSP is issued, it would be retrospectively applied and effective
for financial statements issued for fiscal years beginning after
December 15, 2007. We are evaluating the impact of
FSP 14-a
on our financial statements.
In June 2007, the FASB ratified EITF Issue
No. 06-11,
Accounting for Income Tax Benefits of Dividends on
Share-Based Payment Awards
(EITF 06-11).
EITF 06-11
requires companies to recognize the income tax benefit realized
from dividends or dividend equivalents that are charged to
retained earnings and paid to employees for nonvested
equity-classified employee share-based payment awards as an
increase to additional paid-in capital.
EITF 06-11
is effective for fiscal years beginning after December 15,
2007. We are evaluating the impact of
EITF 06-11
on our financial statements.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159) which provides
companies with an option to report selected financial assets and
liabilities at fair value. The standards objective is to
reduce both complexity in accounting for financial instruments
and the volatility in earnings caused by measuring related
assets and liabilities differently. SFAS 159 also
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective as of the beginning of
an entitys first fiscal year beginning after
November 15, 2007. With certain limitations, early adoption
is permitted. Although SFAS 159 is effective for the year
ending December 31, 2008, as permitted, management has
elected not to adopt SFAS 159 for its existing financial
assets and liabilities on January 1, 2008.
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (SFAS 157)
which provides enhanced guidance for using fair value to measure
assets and liabilities. SFAS 157 also requires expanded
disclosure about the extent to which companies measure assets
and liabilities at fair value, the information used to measure
fair value, and the effect of fair value measurements on
earnings. The standard applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value.
The standard does not expand the use of fair value in any new
circumstances. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years. However, on December 14, 2007, the FASB issued
proposed Financial Staff Position
No. SFAS 157-b
(FSP 157-b) which would delay the effective date of
SFAS 157 for all non financial assets and non financial
liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis.
FSP 157-b partially defers the effective date of
SFAS 157 to fiscal years beginning after November 15,
2008 for those items within its scope. We will adopt
SFAS 157 except as it applies to those non financial assets
and non financial liabilities as noted in FSP 157-b. In
February 2008, the FASB issued two Staff Positions on
SFAS 157: (1) FASB Staff Position
No. FAS 157-1
F-46
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(FAS 157-1),
Application of FASB Statement No. 157 to FASB
Statement No. 13 and Other Accounting Pronouncements That
Address Fair Value Measurements for Purposes of Lease
Classification or Measurement Under Statement 13, and
(2) FASB Staff Position
No. FAS 157-2
(FAS 157-2),
Effective Date of FASB Statement No. 157.
FAS 157-1
excludes FASB Statement No. 13, Accounting for
Leases, as well as other accounting pronouncements that
address fair value measurements on lease classification or
measurement under Statement 13, from SFAS 157s scope.
FAS 157-2
partially defers Statement 157s effective date. The
partial adoption of SFAS 157 is not expected to have a
material impact on our financial statements.
In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity,
(SFAS 150) which establishes standards for how
an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is within
its scope as a liability. The effective date of SFAS 150
relating to measurement and classification provisions has been
indefinitely postponed by the FASB. We did not enter into new
financial instruments subsequent to May 2003 which would fall
within the scope of this statement. Though we have certain
limited life ventures that appear to meet the criteria for
liability recognition, we do not believe that the adoption of
the currently postponed provisions of SFAS 150, if
required, will have a material impact on our financial
statements.
In December 2007, the FASB issued SFAS No. 141 (R)
Business Combinations and SFAS No. 160
Non-controlling Interests in Consolidated Financial
Statements (SFAS 141 (R) and
SFAS 160, respectively). SFAS 141 (R) will
change how business acquisitions are accounted for and will
impact the financial statements both on the acquisition date and
in subsequent periods. SFAS 160 will change the accounting
and reporting for minority interests, which will be
re-characterized as non-controlling interests and classified as
a component of equity. SFAS 141 (R) and SFAS 160 are
effective for periods beginning on or after December 15,
2008. Early adoption is not permitted. We are currently
evaluating the impact of these new statements on our financial
statements.
We have two business segments which offer different products and
services. Our segments are managed separately because each
requires different operating strategies or management expertise.
We do not distinguish or group our consolidated operations on a
geographic basis. Further, all material operations are within
the United States and no customer or tenant comprises more than
10% of consolidated revenues. Our reportable segments are as
follows:
|
|
|
Retail and Other includes the operation,
development and management of retail and other rental property,
primarily shopping centers
|
|
|
Master Planned Communities includes the
development and sale of land, primarily in large-scale,
long-term community development projects in and around Columbia,
Maryland; Summerlin, Nevada; and Houston, Texas
|
The operating measure used to assess operating results for the
business segments is Real Estate Property Net Operating Income
(NOI) which represents the operating revenues of the
properties less property operating expenses, exclusive of
depreciation and amortization. Management believes that NOI
provides useful information about a propertys operating
performance.
The accounting policies of the segments are the same as those
described in Note 2, except that we report unconsolidated
real estate ventures using the proportionate share method rather
than the equity method. Under the proportionate share method,
our share of the revenues and expenses of the Unconsolidated
Properties are combined with the revenues and expenses of the
Consolidated Properties. Under the equity method, our share of
the net revenues and expenses of the Unconsolidated Properties
are reported as a single line item, Equity in income of
Unconsolidated Real Estate Affiliates, in our Consolidated
Statements of Income and Comprehensive Income. This difference
affects only the reported revenues and operating expenses of the
segments and has no effect on our reported net earnings. In
addition, other revenues include the NOI of discontinued
operations and is reduced by the NOI attributable to our
minority interest partners in consolidated joint ventures.
F-47
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The total expenditures for additions to long-lived assets for
the Master Planned Communities segment was $243.3 million
for the year ended December 31, 2007, $200.4 million
for the year ended December 31, 2006 and
$170.0 million for the year ended December 31, 2005.
Similarly, expenditures for long-lived assets for the Retail and
Other segment was $1.50 billion for the year ended
December 31, 2007, $699.4 million for the year ended
December 31, 2006 and $498.0 million for the year
ended December 31, 2005. Such amounts for the Master
Planned Communities segment and the Retail and Other segment are
included in the amounts listed as Land/Residential development
and acquisitions expenditures and Acquisition/development of
real estate and property additions/improvements, respectively,
in the Consolidated Statements of Cash Flows.
The total amount of goodwill, as presented on the Consolidated
Balance Sheets, is included in our Retail and Other segment. See
Note 7 for more detail regarding the change in the value of
goodwill within this segment.
Segment operating results are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,933,674
|
|
|
$
|
406,241
|
|
|
$
|
2,339,915
|
|
Tenant recoveries
|
|
|
859,801
|
|
|
|
173,486
|
|
|
|
1,033,287
|
|
Overage rents
|
|
|
89,016
|
|
|
|
12,213
|
|
|
|
101,229
|
|
Other, including minority interest
|
|
|
115,910
|
|
|
|
82,884
|
|
|
|
198,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,998,401
|
|
|
|
674,824
|
|
|
|
3,673,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
246,484
|
|
|
|
50,478
|
|
|
|
296,962
|
|
Repairs and maintenance
|
|
|
216,536
|
|
|
|
40,559
|
|
|
|
257,095
|
|
Marketing
|
|
|
54,664
|
|
|
|
12,233
|
|
|
|
66,897
|
|
Other property operating costs
|
|
|
421,228
|
|
|
|
150,041
|
|
|
|
571,269
|
|
Provision for doubtful accounts
|
|
|
5,426
|
|
|
|
1,978
|
|
|
|
7,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
944,338
|
|
|
|
255,289
|
|
|
|
1,199,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
2,054,063
|
|
|
|
419,535
|
|
|
|
2,473,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
145,649
|
|
|
|
85,017
|
|
|
|
230,666
|
|
Land sales operations
|
|
|
(116,708
|
)
|
|
|
(57,813
|
)
|
|
|
(174,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income before
impairment charge
|
|
|
28,941
|
|
|
|
27,204
|
|
|
|
56,145
|
|
Columbia and Fairwood Communities impairment charge
|
|
|
(127,600
|
)
|
|
|
|
|
|
|
(127,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income (loss)
|
|
|
(98,659
|
)
|
|
|
27,204
|
|
|
|
(71,455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,955,404
|
|
|
$
|
446,739
|
|
|
$
|
2,402,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,753,508
|
|
|
$
|
428,337
|
|
|
$
|
2,181,845
|
|
Tenant recoveries
|
|
|
773,034
|
|
|
|
187,782
|
|
|
|
960,816
|
|
Overage rents
|
|
|
75,945
|
|
|
|
15,966
|
|
|
|
91,911
|
|
Other, including minority interest
|
|
|
99,779
|
|
|
|
88,552
|
|
|
|
188,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,702,266
|
|
|
|
720,637
|
|
|
|
3,422,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
218,549
|
|
|
|
58,832
|
|
|
|
277,381
|
|
Repairs and maintenance
|
|
|
199,078
|
|
|
|
43,768
|
|
|
|
242,846
|
|
Marketing
|
|
|
48,626
|
|
|
|
13,184
|
|
|
|
61,810
|
|
Other property operating costs
|
|
|
373,020
|
|
|
|
154,010
|
|
|
|
527,030
|
|
Provision for doubtful accounts
|
|
|
22,078
|
|
|
|
793
|
|
|
|
22,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
861,351
|
|
|
|
270,587
|
|
|
|
1,131,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
1,840,915
|
|
|
|
450,050
|
|
|
|
2,290,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
423,183
|
|
|
|
85,561
|
|
|
|
508,744
|
|
Land sales operations
|
|
|
(316,453
|
)
|
|
|
(62,304
|
)
|
|
|
(378,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income
|
|
|
106,730
|
|
|
|
23,257
|
|
|
|
129,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,947,645
|
|
|
$
|
473,307
|
|
|
$
|
2,420,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005
|
|
|
|
Consolidated
|
|
|
Unconsolidated
|
|
|
Segment
|
|
|
|
Properties
|
|
|
Properties
|
|
|
Basis
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum rents
|
|
$
|
1,670,387
|
|
|
$
|
393,740
|
|
|
$
|
2,064,127
|
|
Tenant recoveries
|
|
|
754,836
|
|
|
|
181,193
|
|
|
|
936,029
|
|
Overage rents
|
|
|
69,628
|
|
|
|
14,085
|
|
|
|
83,713
|
|
Other, including minority interest and discontinued operations
|
|
|
107,674
|
|
|
|
64,803
|
|
|
|
172,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property revenues
|
|
|
2,602,525
|
|
|
|
653,821
|
|
|
|
3,256,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
206,193
|
|
|
|
55,138
|
|
|
|
261,331
|
|
Repairs and maintenance
|
|
|
195,292
|
|
|
|
43,411
|
|
|
|
238,703
|
|
Marketing
|
|
|
63,522
|
|
|
|
14,705
|
|
|
|
78,227
|
|
Other property operating costs
|
|
|
390,051
|
|
|
|
120,381
|
|
|
|
510,432
|
|
Provision for doubtful accounts
|
|
|
13,868
|
|
|
|
4,857
|
|
|
|
18,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating expenses
|
|
|
868,926
|
|
|
|
238,492
|
|
|
|
1,107,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail and other net operating income
|
|
|
1,733,599
|
|
|
|
415,329
|
|
|
|
2,148,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
Land sales
|
|
|
385,205
|
|
|
|
83,089
|
|
|
|
468,294
|
|
Land sales operations
|
|
|
(311,815
|
)
|
|
|
(60,826
|
)
|
|
|
(372,641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities net operating income
|
|
|
73,390
|
|
|
|
22,263
|
|
|
|
95,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property net operating income
|
|
$
|
1,806,989
|
|
|
$
|
437,592
|
|
|
$
|
2,244,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following reconciles NOI to GAAP-basis operating income and
income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Real estate property net operating income
|
|
$
|
2,402,143
|
|
|
$
|
2,420,952
|
|
|
$
|
2,244,581
|
|
Unconsolidated Properties NOI
|
|
|
(446,739
|
)
|
|
|
(473,307
|
)
|
|
|
(437,592
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Properties NOI
|
|
|
1,955,404
|
|
|
|
1,947,645
|
|
|
|
1,806,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
91,022
|
|
Property management and other costs
|
|
|
(198,610
|
)
|
|
|
(181,033
|
)
|
|
|
(144,526
|
)
|
General and administrative
|
|
|
(37,005
|
)
|
|
|
(18,800
|
)
|
|
|
(15,539
|
)
|
Litigation provision
|
|
|
(89,225
|
)
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(670,454
|
)
|
|
|
(690,194
|
)
|
|
|
(672,914
|
)
|
Discontinued operations and minority interest in consolidated NOI
|
|
|
11,167
|
|
|
|
15,036
|
|
|
|
(6,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
1,188,452
|
|
|
|
1,058,984
|
|
Interest income
|
|
|
8,641
|
|
|
|
11,585
|
|
|
|
10,416
|
|
Interest expense
|
|
|
(1,174,097
|
)
|
|
|
(1,117,437
|
)
|
|
|
(1,031,241
|
)
|
Benefit from (provision for) income taxes
|
|
|
294,160
|
|
|
|
(98,984
|
)
|
|
|
(51,289
|
)
|
Income allocated to minority interest
|
|
|
(77,012
|
)
|
|
|
(37,761
|
)
|
|
|
(43,989
|
)
|
Equity in income of unconsolidated affiliates
|
|
|
158,401
|
|
|
|
114,241
|
|
|
|
120,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
287,954
|
|
|
$
|
60,096
|
|
|
$
|
63,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following reconciles segment revenues to GAAP-basis
consolidated revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Segment basis total property revenues
|
|
$
|
3,673,225
|
|
|
$
|
3,422,903
|
|
|
$
|
3,256,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated segment revenues
|
|
|
(674,824
|
)
|
|
|
(720,637
|
)
|
|
|
(653,821
|
)
|
Land sales
|
|
|
145,649
|
|
|
|
423,183
|
|
|
|
385,205
|
|
Management and other fees
|
|
|
106,584
|
|
|
|
115,798
|
|
|
|
91,022
|
|
Real estate net operating income attributable to minority
interests, net of discontinued operations
|
|
|
11,167
|
|
|
|
15,036
|
|
|
|
(6,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP-basis consolidated total revenues
|
|
$
|
3,261,801
|
|
|
$
|
3,256,283
|
|
|
$
|
3,072,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-51
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The assets by segment and the reconciliation of total segment
assets to the total assets in the consolidated financial
statements at December 31, 2007 and 2006 are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Retail and Other
|
|
$
|
28,790,732
|
|
|
$
|
26,421,063
|
|
Master Planned Communities
|
|
|
2,176,218
|
|
|
|
2,167,971
|
|
|
|
|
|
|
|
|
|
|
Total segment assets
|
|
|
30,966,950
|
|
|
|
28,589,034
|
|
Unconsolidated Properties
|
|
|
(4,143,866
|
)
|
|
|
(4,753,634
|
)
|
Corporate and other
|
|
|
1,991,235
|
|
|
|
1,406,045
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
28,814,319
|
|
|
$
|
25,241,445
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 17
|
Pro
Forma Financial Information
|
The following pro forma financial information has been presented
as a result of the Homart I acquisition on July 6, 2007
(Note 3). The pro forma financial information is based upon
the historical financial information of GGP, excluding
discontinued operations, and the historical financial
information of the GGP/Homart I portfolio as if the acquisition
had occurred on the first day of each respective period
presented.
The following pro forma financial information does not purport
to present what actual results would have been had the Homart I
acquisition, in fact, occurred on January 1, 2007 and on
January 1, 2006, or to project our results of operations
for future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007
|
|
|
Year Ended December 31, 2006
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
As Reported
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
As Reported
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
3,261,801
|
|
|
$
|
172,799
|
|
|
$
|
3,434,600
|
|
|
$
|
3,256,283
|
|
|
$
|
343,849
|
|
|
$
|
3,600,132
|
|
Operating income
|
|
|
1,077,861
|
|
|
|
79,116
|
|
|
|
1,156,977
|
|
|
|
1,188,452
|
|
|
|
162,322
|
|
|
|
1,350,774
|
|
Equity in income of Unconsolidated Real Estate Affiliates
|
|
|
158,401
|
|
|
|
(7,691
|
)
|
|
|
150,710
|
|
|
|
114,241
|
|
|
|
(23,979
|
)
|
|
|
90,262
|
|
Income from continuing operations
|
|
|
287,954
|
|
|
|
2,752
|
|
|
|
290,706
|
|
|
|
60,096
|
|
|
|
10,069
|
|
|
|
70,165
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic
|
|
|
243,992
|
|
|
|
|
|
|
|
243,992
|
|
|
|
241,222
|
|
|
|
|
|
|
|
241,222
|
|
Weighted average shares dilutive
|
|
|
244,538
|
|
|
|
|
|
|
|
244,538
|
|
|
|
242,054
|
|
|
|
|
|
|
|
242,054
|
|
Income from continuing operations per share basic
|
|
$
|
1.18
|
|
|
|
|
|
|
$
|
1.19
|
|
|
$
|
0.25
|
|
|
|
|
|
|
$
|
0.29
|
|
Income from continuing operations per share diluted
|
|
$
|
1.18
|
|
|
|
|
|
|
$
|
1.19
|
|
|
$
|
0.24
|
|
|
|
|
|
|
$
|
0.28
|
|
Pro
Forma Adjustments
The pro forma adjustments present the results of the GGP/Homart
I portfolio as if the portfolio was consolidated as of
January 1st and eliminates our share of GGP/Homart I
from the Equity in unconsolidated real estate affiliates.
F-52
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The adjustments eliminate the management fee income, net of
income taxes, earned by GGMI for various management and leasing
services provided to GGP/Homart I prior to the Homart I
acquisition. The adjustments also eliminate the management fee
expense incurred by the GGP/Homart I portfolio. The amortization
of the straight-line rent receivable is restarted as of
January 1st.
In addition, the adjustments reverse the depreciation expense
incurred prior to acquisition by the GGP/Homart I portfolio and
reflect 12 months of depreciation expense on the adjusted
basis of assets. The adjustments reflect 12 months of
amortization expense for the intangible assets, including
in-place leases and above and below market leases, recorded
during the Homart I acquisition. The adjustments also present an
estimate of 12 months of interest expense related to the
$750 million bank loan (Note 3) that was used to
fund primarily all of the initial cash purchase price. Finally,
the Homart I acquisition has no impact on Income (loss) from
discontinued operations for the years ended December 31,
2007 and 2006.
|
|
Note 18
|
Quarterly
Financial Information (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
728,788
|
|
|
$
|
740,082
|
|
|
$
|
864,258
|
|
|
$
|
928,668
|
|
Operating income
|
|
|
242,174
|
|
|
|
277,146
|
|
|
|
327,543
|
|
|
|
230,993
|
|
Income (loss) from continuing operations
|
|
|
230,194
|
|
|
|
8,392
|
|
|
|
(9,359
|
)
|
|
|
58,726
|
|
Net income (loss)
|
|
|
230,194
|
|
|
|
8,392
|
|
|
|
(9,359
|
)
|
|
|
58,726
|
|
Earnings (loss) per share from continuing operations:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Diluted
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Earnings (loss) per share:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Diluted
|
|
|
0.94
|
|
|
|
0.03
|
|
|
|
(0.04
|
)
|
|
|
0.24
|
|
Distributions declared per share
|
|
|
0.45
|
|
|
|
0.45
|
|
|
|
0.45
|
|
|
|
0.50
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
243,653
|
|
|
|
244,960
|
|
|
|
243,775
|
|
|
|
243,867
|
|
Diluted
|
|
|
244,406
|
|
|
|
245,627
|
|
|
|
243,775
|
|
|
|
244,258
|
|
F-53
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
(In thousands except for per share amounts)
|
|
|
Total revenues
|
|
$
|
828,619
|
|
|
$
|
709,809
|
|
|
$
|
746,031
|
|
|
$
|
971,823
|
|
Operating income
|
|
|
307,747
|
|
|
|
245,449
|
|
|
|
265,355
|
|
|
|
369,901
|
|
Income (loss) from continuing operations
|
|
|
23,014
|
|
|
|
(25,813
|
)
|
|
|
(8,161
|
)
|
|
|
71,056
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(823
|
)
|
Net income (loss)
|
|
|
23,014
|
|
|
|
(25,813
|
)
|
|
|
(8,161
|
)
|
|
|
70,233
|
|
Earnings (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Diluted
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Diluted*
|
|
|
0.10
|
|
|
|
(0.11
|
)
|
|
|
(0.03
|
)
|
|
|
0.29
|
|
Distributions declared per share
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.45
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
240,621
|
|
|
|
241,330
|
|
|
|
241,150
|
|
|
|
241,779
|
|
Diluted
|
|
|
241,588
|
|
|
|
241,330
|
|
|
|
241,150
|
|
|
|
242,739
|
|
|
|
|
* |
|
Earnings (loss) per share for the quarters do not add up to the
annual earnings per share due to the issuance of additional
common stock during the year. |
F-54
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Growth Properties, Inc.
Chicago, Illinois
We have audited the consolidated financial statements of General
Growth Properties, Inc. and subsidiaries (the
Company) as of December 31, 2007 and 2006, and
for each of the three years in the period ended
December 31, 2007, and the Companys internal control
over financial reporting as of December 31, 2007, and have
issued our reports thereon dated February 26, 2008 (which
report on the consolidated financial statements expresses an
unqualified opinion and includes an explanatory paragraph
regarding the adoption of Financial Accounting Standards Board
Interpretation No. 48, Accounting for Uncertainty in
Income Taxes), such consolidated financial statements and
reports are included elsewhere in this
Form 10-K.
Our audits also included the consolidated financial statement
schedule of the Company listed in the Index to Consolidated
Financial Statements and Consolidated Financial Statement
Schedule on
page F-1
of this
Form 10-K.
This consolidated financial statement schedule is the
responsibility of the Companys management. Our
responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008
F-55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation (e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
Retail and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ala Moana Center
|
|
Honolulu, HI
|
|
$
|
1,500,000
|
|
|
$
|
336,229
|
|
|
$
|
473,771
|
|
|
$
|
|
|
|
$
|
125,435
|
|
|
$
|
336,229
|
|
|
$
|
599,206
|
|
|
$
|
935,435
|
|
|
$
|
148,481
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
Alameda Plaza
|
|
Pocatello, ID
|
|
|
|
|
|
|
740
|
|
|
|
2,060
|
|
|
|
|
|
|
|
13
|
|
|
|
740
|
|
|
|
2,073
|
|
|
|
2,813
|
|
|
|
283
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Anaheim Crossing
|
|
Anaheim, CA
|
|
|
|
|
|
|
|
|
|
|
1,986
|
|
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
2,015
|
|
|
|
2,015
|
|
|
|
274
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Animas Valley Mall
|
|
Farmington, NM
|
|
|
24,746
|
|
|
|
6,464
|
|
|
|
35,902
|
|
|
|
|
|
|
|
8,168
|
|
|
|
6,464
|
|
|
|
44,070
|
|
|
|
50,534
|
|
|
|
6,283
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Apache Mall
|
|
Rochester, MN
|
|
|
50,681
|
|
|
|
8,110
|
|
|
|
72,993
|
|
|
|
|
|
|
|
25,600
|
|
|
|
8,110
|
|
|
|
98,593
|
|
|
|
106,703
|
|
|
|
23,639
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Arizona Center
|
|
Phoenix, AZ
|
|
|
489
|
|
|
|
2,314
|
|
|
|
132,158
|
|
|
|
|
|
|
|
(1,654
|
)
|
|
|
2,314
|
|
|
|
130,504
|
|
|
|
132,818
|
|
|
|
18,023
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Augusta Mall
|
|
Augusta, GA
|
|
|
175,000
|
|
|
|
787
|
|
|
|
162,272
|
|
|
|
1,217
|
|
|
|
52,082
|
|
|
|
2,004
|
|
|
|
214,354
|
|
|
|
216,358
|
|
|
|
18,980
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Austin Bluffs Plaza
|
|
Colorado Springs, CO
|
|
|
2,383
|
|
|
|
1,080
|
|
|
|
3,007
|
|
|
|
|
|
|
|
225
|
|
|
|
1,080
|
|
|
|
3,232
|
|
|
|
4,312
|
|
|
|
440
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Bailey Hills Village
|
|
Eugene, OR
|
|
|
|
|
|
|
290
|
|
|
|
806
|
|
|
|
|
|
|
|
36
|
|
|
|
290
|
|
|
|
842
|
|
|
|
1,132
|
|
|
|
114
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Baybrook Mall
|
|
Friendswood, TX
|
|
|
150,868
|
|
|
|
13,300
|
|
|
|
117,163
|
|
|
|
6,853
|
|
|
|
27,555
|
|
|
|
20,153
|
|
|
|
144,718
|
|
|
|
164,871
|
|
|
|
30,523
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
Bayshore Mall
|
|
Eureka, CA
|
|
|
31,720
|
|
|
|
3,005
|
|
|
|
27,399
|
|
|
|
|
|
|
|
36,835
|
|
|
|
3,005
|
|
|
|
64,234
|
|
|
|
67,239
|
|
|
|
30,440
|
|
|
|
1986-1987
|
|
|
|
|
|
|
|
|
(e)
|
Bayside Marketplace
|
|
Miami, FL
|
|
|
62,837
|
|
|
|
|
|
|
|
177,801
|
|
|
|
|
|
|
|
2,681
|
|
|
|
|
|
|
|
180,482
|
|
|
|
180,482
|
|
|
|
26,642
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Beachwood Place
|
|
Beachwood, OH
|
|
|
244,746
|
|
|
|
18,500
|
|
|
|
319,684
|
|
|
|
|
|
|
|
33,273
|
|
|
|
18,500
|
|
|
|
352,957
|
|
|
|
371,457
|
|
|
|
30,835
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Bellis Fair
|
|
Bellingham, WA
|
|
|
63,945
|
|
|
|
7,616
|
|
|
|
47,040
|
|
|
|
(131
|
)
|
|
|
14,759
|
|
|
|
7,485
|
|
|
|
61,799
|
|
|
|
69,284
|
|
|
|
29,260
|
|
|
|
1987-1988
|
|
|
|
|
|
|
|
|
(e)
|
Birchwood Mall
|
|
Port Huron, MI
|
|
|
39,151
|
|
|
|
1,769
|
|
|
|
34,575
|
|
|
|
1,274
|
|
|
|
19,490
|
|
|
|
3,043
|
|
|
|
54,065
|
|
|
|
57,108
|
|
|
|
27,603
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
Boise Plaza
|
|
Boise, ID
|
|
|
|
|
|
|
374
|
|
|
|
1,042
|
|
|
|
|
|
|
|
112
|
|
|
|
374
|
|
|
|
1,154
|
|
|
|
1,528
|
|
|
|
152
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Boise Towne Plaza
|
|
Boise, ID
|
|
|
11,219
|
|
|
|
3,988
|
|
|
|
11,101
|
|
|
|
|
|
|
|
146
|
|
|
|
3,988
|
|
|
|
11,247
|
|
|
|
15,235
|
|
|
|
1,545
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Boise Towne Square
|
|
Boise, ID
|
|
|
74,464
|
|
|
|
23,449
|
|
|
|
131,001
|
|
|
|
1,019
|
|
|
|
29,122
|
|
|
|
24,468
|
|
|
|
160,123
|
|
|
|
184,591
|
|
|
|
21,703
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Burlington Town Center
|
|
Burlington, VT
|
|
|
31,586
|
|
|
|
1,637
|
|
|
|
32,798
|
|
|
|
2,597
|
|
|
|
20,275
|
|
|
|
4,234
|
|
|
|
53,073
|
|
|
|
57,307
|
|
|
|
4,416
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Cache Valley Mall
|
|
Logan, UT
|
|
|
|
|
|
|
3,875
|
|
|
|
22,047
|
|
|
|
|
|
|
|
9,011
|
|
|
|
3,875
|
|
|
|
31,058
|
|
|
|
34,933
|
|
|
|
4,228
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Cache Valley Marketplace
|
|
Logan, UT
|
|
|
|
|
|
|
1,500
|
|
|
|
1,583
|
|
|
|
1,639
|
|
|
|
5,136
|
|
|
|
3,139
|
|
|
|
6,719
|
|
|
|
9,858
|
|
|
|
450
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Capital Mall
|
|
Jefferson City, MO
|
|
|
20,710
|
|
|
|
4,200
|
|
|
|
14,201
|
|
|
|
(287
|
)
|
|
|
10,795
|
|
|
|
3,913
|
|
|
|
24,996
|
|
|
|
28,909
|
|
|
|
11,193
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Century Plaza
|
|
Birmingham, AL
|
|
|
|
|
|
|
3,164
|
|
|
|
28,514
|
|
|
|
|
|
|
|
5,911
|
|
|
|
3,164
|
|
|
|
34,425
|
|
|
|
37,589
|
|
|
|
10,780
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Chapel Hills Mall
|
|
Colorado Springs, CO
|
|
|
118,203
|
|
|
|
4,300
|
|
|
|
34,017
|
|
|
|
|
|
|
|
71,251
|
|
|
|
4,300
|
|
|
|
105,268
|
|
|
|
109,568
|
|
|
|
34,441
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Chico Mall
|
|
Chico, CA
|
|
|
58,314
|
|
|
|
16,958
|
|
|
|
45,628
|
|
|
|
|
|
|
|
3,476
|
|
|
|
16,958
|
|
|
|
49,104
|
|
|
|
66,062
|
|
|
|
5,585
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Coastland Center
|
|
Naples, FL
|
|
|
99,060
|
|
|
|
11,450
|
|
|
|
103,050
|
|
|
|
|
|
|
|
49,605
|
|
|
|
11,450
|
|
|
|
152,655
|
|
|
|
164,105
|
|
|
|
29,932
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Collin Creek
|
|
Plano, TX
|
|
|
72,785
|
|
|
|
26,250
|
|
|
|
122,991
|
|
|
|
|
|
|
|
(1,613
|
)
|
|
|
26,250
|
|
|
|
121,378
|
|
|
|
147,628
|
|
|
|
11,594
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Colony Square Mall
|
|
Zanesville, OH
|
|
|
|
|
|
|
1,000
|
|
|
|
24,500
|
|
|
|
597
|
|
|
|
24,927
|
|
|
|
1,597
|
|
|
|
49,427
|
|
|
|
51,024
|
|
|
|
24,166
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Columbia Mall
|
|
Columbia, MO
|
|
|
90,000
|
|
|
|
5,383
|
|
|
|
19,663
|
|
|
|
|
|
|
|
29,900
|
|
|
|
5,383
|
|
|
|
49,563
|
|
|
|
54,946
|
|
|
|
24,667
|
|
|
|
1984-1985
|
|
|
|
|
|
|
|
|
(e)
|
Coral Ridge Mall
|
|
Coralville, IA
|
|
|
100,658
|
|
|
|
3,364
|
|
|
|
64,218
|
|
|
|
49
|
|
|
|
21,961
|
|
|
|
3,413
|
|
|
|
86,179
|
|
|
|
89,592
|
|
|
|
26,916
|
|
|
|
1998-1999
|
|
|
|
|
|
|
|
|
(e)
|
Coronado Center
|
|
Albuquerque, NM
|
|
|
172,575
|
|
|
|
33,072
|
|
|
|
148,799
|
|
|
|
|
|
|
|
1,158
|
|
|
|
33,072
|
|
|
|
149,957
|
|
|
|
183,029
|
|
|
|
20,542
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Cottonwood Mall
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
7,613
|
|
|
|
42,987
|
|
|
|
|
|
|
|
(27,324
|
)
|
|
|
7,613
|
|
|
|
15,663
|
|
|
|
23,276
|
|
|
|
2,012
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Cottonwood Square
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
1,558
|
|
|
|
4,339
|
|
|
|
|
|
|
|
218
|
|
|
|
1,558
|
|
|
|
4,557
|
|
|
|
6,115
|
|
|
|
612
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Country Hills Plaza
|
|
Ogden, UT
|
|
|
13,759
|
|
|
|
3,620
|
|
|
|
9,080
|
|
|
|
|
|
|
|
887
|
|
|
|
3,620
|
|
|
|
9,967
|
|
|
|
13,587
|
|
|
|
1,304
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Crossroads Center
|
|
St. Cloud, MN
|
|
|
86,433
|
|
|
|
10,813
|
|
|
|
72,203
|
|
|
|
2,393
|
|
|
|
40,050
|
|
|
|
13,206
|
|
|
|
112,253
|
|
|
|
125,459
|
|
|
|
19,347
|
|
|
|
|
|
|
|
2000
|
|
|
|
|
(e)
|
Cumberland Mall
|
|
Atlanta, GA
|
|
|
160,278
|
|
|
|
15,199
|
|
|
|
136,787
|
|
|
|
10,042
|
|
|
|
68,018
|
|
|
|
25,241
|
|
|
|
204,805
|
|
|
|
230,046
|
|
|
|
38,161
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Division Crossing
|
|
Portland, OR
|
|
|
5,492
|
|
|
|
1,773
|
|
|
|
4,935
|
|
|
|
|
|
|
|
421
|
|
|
|
1,773
|
|
|
|
5,356
|
|
|
|
7,129
|
|
|
|
726
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Eagle Ridge Mall
|
|
Lake Wales, FL
|
|
|
48,555
|
|
|
|
7,620
|
|
|
|
49,561
|
|
|
|
|
|
|
|
18,555
|
|
|
|
7,620
|
|
|
|
68,116
|
|
|
|
75,736
|
|
|
|
23,818
|
|
|
|
1995-1996
|
|
|
|
|
|
|
|
|
(e)
|
Eastridge Mall
|
|
Casper, WY
|
|
|
40,069
|
|
|
|
6,171
|
|
|
|
34,384
|
|
|
|
(79
|
)
|
|
|
6,720
|
|
|
|
6,092
|
|
|
|
41,104
|
|
|
|
47,196
|
|
|
|
5,702
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Eastridge Mall
|
|
San Jose, CA
|
|
|
170,000
|
|
|
|
36,724
|
|
|
|
178,018
|
|
|
|
|
|
|
|
15,100
|
|
|
|
36,724
|
|
|
|
193,118
|
|
|
|
229,842
|
|
|
|
17,477
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
(e)
|
Eden Prairie Center
|
|
Eden Prairie, MN
|
|
|
81,908
|
|
|
|
465
|
|
|
|
19,024
|
|
|
|
28
|
|
|
|
122,215
|
|
|
|
493
|
|
|
|
141,239
|
|
|
|
141,732
|
|
|
|
37,576
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Fallbrook Center
|
|
West Hills, CA
|
|
|
85,000
|
|
|
|
6,117
|
|
|
|
10,077
|
|
|
|
10
|
|
|
|
101,730
|
|
|
|
6,127
|
|
|
|
111,807
|
|
|
|
117,934
|
|
|
|
45,329
|
|
|
|
|
|
|
|
1984
|
|
|
|
|
(e)
|
Faneuil Hall Marketplace
|
|
Boston, MD
|
|
|
95,928
|
|
|
|
|
|
|
|
122,098
|
|
|
|
|
|
|
|
689
|
|
|
|
|
|
|
|
122,787
|
|
|
|
122,787
|
|
|
|
15,586
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fashion Place
|
|
Murray, UT
|
|
|
147,510
|
|
|
|
21,604
|
|
|
|
206,484
|
|
|
|
|
|
|
|
7,800
|
|
|
|
21,604
|
|
|
|
214,284
|
|
|
|
235,888
|
|
|
|
20,329
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fashion Show
|
|
Las Vegas, NV
|
|
|
358,998
|
|
|
|
523,650
|
|
|
|
602,288
|
|
|
|
|
|
|
|
11,163
|
|
|
|
523,650
|
|
|
|
613,451
|
|
|
|
1,137,101
|
|
|
|
67,078
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Foothills Mall
|
|
Fort Collins, CO
|
|
|
42,323
|
|
|
|
8,031
|
|
|
|
96,642
|
|
|
|
2,544
|
|
|
|
8,279
|
|
|
|
10,575
|
|
|
|
104,921
|
|
|
|
115,496
|
|
|
|
12,397
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Fort Union
|
|
Midvale, UT
|
|
|
2,867
|
|
|
|
|
|
|
|
3,842
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
3,866
|
|
|
|
3,866
|
|
|
|
539
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Four Seasons Town Centre
|
|
Greensboro, NC
|
|
|
103,795
|
|
|
|
27,231
|
|
|
|
141,978
|
|
|
|
|
|
|
|
4,942
|
|
|
|
27,231
|
|
|
|
146,920
|
|
|
|
174,151
|
|
|
|
16,883
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fox River Mall
|
|
Appleton, WI
|
|
|
195,000
|
|
|
|
2,701
|
|
|
|
18,291
|
|
|
|
2,086
|
|
|
|
65,445
|
|
|
|
4,787
|
|
|
|
83,736
|
|
|
|
88,523
|
|
|
|
36,399
|
|
|
|
1983-1984
|
|
|
|
|
|
|
|
|
(e)
|
Fremont Plaza
|
|
Las Vegas, NV
|
|
|
|
|
|
|
|
|
|
|
3,956
|
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
|
4,276
|
|
|
|
4,276
|
|
|
|
559
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Gateway Crossing Shopping Center
|
|
Bountiful, UT
|
|
|
15,649
|
|
|
|
4,104
|
|
|
|
11,422
|
|
|
|
|
|
|
|
996
|
|
|
|
4,104
|
|
|
|
12,418
|
|
|
|
16,522
|
|
|
|
1,737
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Gateway Mall
|
|
Springfield, OR
|
|
|
40,588
|
|
|
|
8,728
|
|
|
|
34,707
|
|
|
|
|
|
|
|
38,249
|
|
|
|
8,728
|
|
|
|
72,956
|
|
|
|
81,684
|
|
|
|
31,297
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
Gateway Overlook
|
|
Baltimore, MD
|
|
|
55,000
|
|
|
|
|
|
|
|
31,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,679
|
|
|
|
31,679
|
|
|
|
285
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
(e)
|
F-56
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenbrook Square
|
|
Fort Wayne, IN
|
|
|
181,297
|
|
|
|
30,414
|
|
|
|
195,896
|
|
|
|
50
|
|
|
|
11,749
|
|
|
|
30,464
|
|
|
|
207,645
|
|
|
|
238,109
|
|
|
|
23,329
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Governors Square
|
|
Tallahassee, FL
|
|
|
63,172
|
|
|
|
|
|
|
|
121,482
|
|
|
|
|
|
|
|
4,794
|
|
|
|
|
|
|
|
126,276
|
|
|
|
126,276
|
|
|
|
14,999
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Grand Teton Mall
|
|
Idaho Falls, ID
|
|
|
26,514
|
|
|
|
6,973
|
|
|
|
44,030
|
|
|
|
|
|
|
|
11,114
|
|
|
|
6,973
|
|
|
|
55,144
|
|
|
|
62,117
|
|
|
|
7,211
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Grand Teton Plaza
|
|
Idaho Falls, ID
|
|
|
|
|
|
|
2,349
|
|
|
|
7,336
|
|
|
|
|
|
|
|
588
|
|
|
|
2,349
|
|
|
|
7,924
|
|
|
|
10,273
|
|
|
|
739
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Grand Traverse Mall
|
|
Traverse City, MI
|
|
|
87,188
|
|
|
|
3,534
|
|
|
|
20,776
|
|
|
|
|
|
|
|
30,138
|
|
|
|
3,534
|
|
|
|
50,914
|
|
|
|
54,448
|
|
|
|
25,522
|
|
|
|
1990-1991
|
|
|
|
|
|
|
|
|
(e)
|
Greenwood Mall
|
|
Bowling Green, KY
|
|
|
45,569
|
|
|
|
3,200
|
|
|
|
40,202
|
|
|
|
187
|
|
|
|
35,916
|
|
|
|
3,387
|
|
|
|
76,118
|
|
|
|
79,505
|
|
|
|
29,966
|
|
|
|
|
|
|
|
1993
|
|
|
|
|
(e)
|
Halsey Crossing
|
|
Gresham, OR
|
|
|
2,688
|
|
|
|
|
|
|
|
4,363
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
4,477
|
|
|
|
4,477
|
|
|
|
627
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Harborplace
|
|
Baltimore, MD
|
|
|
50,000
|
|
|
|
|
|
|
|
54,308
|
|
|
|
|
|
|
|
11,092
|
|
|
|
|
|
|
|
65,400
|
|
|
|
65,400
|
|
|
|
9,350
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Hulen Mall
|
|
Fort Worth, TX
|
|
|
115,661
|
|
|
|
8,910
|
|
|
|
153,894
|
|
|
|
|
|
|
|
2,826
|
|
|
|
8,910
|
|
|
|
156,720
|
|
|
|
165,630
|
|
|
|
17,011
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Jordan Creek Town Center
|
|
West Des Moines, IA
|
|
|
190,375
|
|
|
|
18,142
|
|
|
|
166,143
|
|
|
|
|
|
|
|
12,061
|
|
|
|
18,142
|
|
|
|
178,204
|
|
|
|
196,346
|
|
|
|
24,694
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
(e)
|
Knollwood Mall
|
|
St. Louis Park, MN
|
|
|
40,771
|
|
|
|
|
|
|
|
9,748
|
|
|
|
7,026
|
|
|
|
41,743
|
|
|
|
7,026
|
|
|
|
51,491
|
|
|
|
58,517
|
|
|
|
23,615
|
|
|
|
|
|
|
|
1978
|
|
|
|
|
(e)
|
Lakeside Mall
|
|
Sterling Heights, MI
|
|
|
185,116
|
|
|
|
35,860
|
|
|
|
369,639
|
|
|
|
|
|
|
|
4,887
|
|
|
|
35,860
|
|
|
|
374,526
|
|
|
|
410,386
|
|
|
|
37,247
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Lakeview Square
|
|
Battle Creek, MI
|
|
|
42,094
|
|
|
|
3,579
|
|
|
|
32,210
|
|
|
|
|
|
|
|
19,291
|
|
|
|
3,579
|
|
|
|
51,501
|
|
|
|
55,080
|
|
|
|
16,024
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Landmark Mall
|
|
Alexandria, VA
|
|
|
|
|
|
|
28,396
|
|
|
|
67,235
|
|
|
|
|
|
|
|
(150
|
)
|
|
|
28,396
|
|
|
|
67,085
|
|
|
|
95,481
|
|
|
|
17,903
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Lansing Mall
|
|
Lansing, MI
|
|
|
25,536
|
|
|
|
6,978
|
|
|
|
62,800
|
|
|
|
4,518
|
|
|
|
46,672
|
|
|
|
11,496
|
|
|
|
109,472
|
|
|
|
120,968
|
|
|
|
31,183
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Lincolnshire Commons
|
|
Lincolnshire, IL
|
|
|
28,000
|
|
|
|
10,784
|
|
|
|
9,441
|
|
|
|
|
|
|
|
18,646
|
|
|
|
10,784
|
|
|
|
28,087
|
|
|
|
38,871
|
|
|
|
1,514
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
(e)
|
Lockport Mall
|
|
Lockport, NY
|
|
|
|
|
|
|
800
|
|
|
|
10,000
|
|
|
|
|
|
|
|
4,228
|
|
|
|
800
|
|
|
|
14,228
|
|
|
|
15,028
|
|
|
|
8,110
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
|
242,284
|
|
|
|
33,698
|
|
|
|
229,433
|
|
|
|
|
|
|
|
4,574
|
|
|
|
33,698
|
|
|
|
234,007
|
|
|
|
267,705
|
|
|
|
28,975
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Mall At Sierra Vista
|
|
Sierra Vista, AZ
|
|
|
|
|
|
|
3,652
|
|
|
|
20,450
|
|
|
|
|
|
|
|
3,423
|
|
|
|
3,652
|
|
|
|
23,873
|
|
|
|
27,525
|
|
|
|
3,360
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Mall Of Louisiana
|
|
Baton Rouge, LA
|
|
|
238,000
|
|
|
|
24,591
|
|
|
|
246,452
|
|
|
|
|
|
|
|
30,425
|
|
|
|
24,591
|
|
|
|
276,877
|
|
|
|
301,468
|
|
|
|
26,962
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mall Of The Bluffs
|
|
Council Bluffs, IA
|
|
|
39,151
|
|
|
|
1,860
|
|
|
|
24,016
|
|
|
|
35
|
|
|
|
24,942
|
|
|
|
1,895
|
|
|
|
48,958
|
|
|
|
50,853
|
|
|
|
25,228
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
Mall St. Matthews
|
|
Louisville, KY
|
|
|
148,207
|
|
|
|
|
|
|
|
176,583
|
|
|
|
|
|
|
|
7,974
|
|
|
|
|
|
|
|
184,557
|
|
|
|
184,557
|
|
|
|
21,640
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mall St. Vincent
|
|
Shreveport, LA
|
|
|
49,000
|
|
|
|
2,640
|
|
|
|
23,760
|
|
|
|
|
|
|
|
9,802
|
|
|
|
2,640
|
|
|
|
33,562
|
|
|
|
36,202
|
|
|
|
9,966
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Market Place Shopping Center
|
|
Champaign, IL
|
|
|
106,000
|
|
|
|
7,000
|
|
|
|
63,972
|
|
|
|
|
|
|
|
54,597
|
|
|
|
7,000
|
|
|
|
118,569
|
|
|
|
125,569
|
|
|
|
33,820
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Mayfair Mall
|
|
Wauwatosa, WI
|
|
|
181,314
|
|
|
|
14,707
|
|
|
|
224,847
|
|
|
|
|
|
|
|
35,713
|
|
|
|
14,707
|
|
|
|
260,560
|
|
|
|
275,267
|
|
|
|
57,034
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Meadows Mall
|
|
Las Vegas, NV
|
|
|
105,193
|
|
|
|
24,634
|
|
|
|
104,088
|
|
|
|
(3,259
|
)
|
|
|
17,589
|
|
|
|
21,375
|
|
|
|
121,677
|
|
|
|
143,052
|
|
|
|
27,012
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Metro Plaza
|
|
Baltimore, MD
|
|
|
|
|
|
|
1,050
|
|
|
|
10,340
|
|
|
|
271
|
|
|
|
2,043
|
|
|
|
1,321
|
|
|
|
12,383
|
|
|
|
13,704
|
|
|
|
2,088
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Mondawmin Mall
|
|
Baltimore, MD
|
|
|
|
|
|
|
10,800
|
|
|
|
47,531
|
|
|
|
|
|
|
|
1,265
|
|
|
|
10,800
|
|
|
|
48,796
|
|
|
|
59,596
|
|
|
|
8,497
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
North Plains Mall
|
|
Clovis, NM
|
|
|
|
|
|
|
2,722
|
|
|
|
15,048
|
|
|
|
|
|
|
|
3,404
|
|
|
|
2,722
|
|
|
|
18,452
|
|
|
|
21,174
|
|
|
|
2,877
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
North Star Mall
|
|
San Antonio, TX
|
|
|
238,619
|
|
|
|
29,230
|
|
|
|
467,961
|
|
|
|
3,791
|
|
|
|
34,678
|
|
|
|
33,021
|
|
|
|
502,639
|
|
|
|
535,660
|
|
|
|
46,222
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
North Temple Shops
|
|
Salt Lake City, UT
|
|
|
|
|
|
|
168
|
|
|
|
468
|
|
|
|
|
|
|
|
6
|
|
|
|
168
|
|
|
|
474
|
|
|
|
642
|
|
|
|
65
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
North Town Mall
|
|
Spokane, WA
|
|
|
74,443
|
|
|
|
22,407
|
|
|
|
125,033
|
|
|
|
|
|
|
|
6,331
|
|
|
|
22,407
|
|
|
|
131,364
|
|
|
|
153,771
|
|
|
|
19,155
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Northgate Mall
|
|
Chattanooga, TN
|
|
|
45,812
|
|
|
|
2,525
|
|
|
|
43,944
|
|
|
|
|
|
|
|
8,371
|
|
|
|
2,525
|
|
|
|
52,315
|
|
|
|
54,840
|
|
|
|
13,108
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Northridge Fashion Center
|
|
Northridge, CA
|
|
|
129,315
|
|
|
|
16,618
|
|
|
|
149,563
|
|
|
|
248
|
|
|
|
38,187
|
|
|
|
16,866
|
|
|
|
187,750
|
|
|
|
204,616
|
|
|
|
47,535
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Oak View Mall
|
|
Omaha, NE
|
|
|
116,974
|
|
|
|
12,056
|
|
|
|
113,042
|
|
|
|
|
|
|
|
5,823
|
|
|
|
12,056
|
|
|
|
118,865
|
|
|
|
130,921
|
|
|
|
23,273
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Oakwood Center
|
|
Gretna, LA
|
|
|
95,000
|
|
|
|
2,830
|
|
|
|
137,574
|
|
|
|
1,532
|
|
|
|
17,488
|
|
|
|
4,362
|
|
|
|
155,062
|
|
|
|
159,424
|
|
|
|
18,393
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Oakwood Mall
|
|
Eau Claire, WI
|
|
|
52,201
|
|
|
|
3,267
|
|
|
|
18,281
|
|
|
|
|
|
|
|
28,505
|
|
|
|
3,267
|
|
|
|
46,786
|
|
|
|
50,053
|
|
|
|
25,557
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
Oglethorpe Mall
|
|
Savannah, GA
|
|
|
144,628
|
|
|
|
16,036
|
|
|
|
92,978
|
|
|
|
|
|
|
|
7,971
|
|
|
|
16,036
|
|
|
|
100,949
|
|
|
|
116,985
|
|
|
|
23,868
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Orem Plaza Center Street
|
|
Orem, UT
|
|
|
2,562
|
|
|
|
1,069
|
|
|
|
2,974
|
|
|
|
|
|
|
|
2,383
|
|
|
|
1,069
|
|
|
|
5,357
|
|
|
|
6,426
|
|
|
|
483
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Orem Plaza State Street
|
|
Orem, UT
|
|
|
1,586
|
|
|
|
592
|
|
|
|
1,649
|
|
|
|
|
|
|
|
157
|
|
|
|
592
|
|
|
|
1,806
|
|
|
|
2,398
|
|
|
|
233
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Oviedo Marketplace
|
|
Orlando, FL
|
|
|
52,976
|
|
|
|
24,017
|
|
|
|
23,958
|
|
|
|
(2,045
|
)
|
|
|
762
|
|
|
|
21,972
|
|
|
|
24,720
|
|
|
|
46,692
|
|
|
|
8,988
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Owings Mills Mall
|
|
Owing Mills, MD
|
|
|
101,951
|
|
|
|
27,534
|
|
|
|
173,005
|
|
|
|
(6,208
|
)
|
|
|
3,895
|
|
|
|
21,326
|
|
|
|
176,900
|
|
|
|
198,226
|
|
|
|
21,723
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Oxmoor Center
|
|
Louisville, KY
|
|
|
62,287
|
|
|
|
|
|
|
|
131,434
|
|
|
|
|
|
|
|
6,261
|
|
|
|
|
|
|
|
137,695
|
|
|
|
137,695
|
|
|
|
11,332
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Paramus Park
|
|
Paramus, NJ
|
|
|
106,461
|
|
|
|
47,660
|
|
|
|
182,124
|
|
|
|
|
|
|
|
6,466
|
|
|
|
47,660
|
|
|
|
188,590
|
|
|
|
236,250
|
|
|
|
19,230
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Park City Center
|
|
Lancaster, PA
|
|
|
152,935
|
|
|
|
8,465
|
|
|
|
177,191
|
|
|
|
(276
|
)
|
|
|
35,644
|
|
|
|
8,189
|
|
|
|
212,835
|
|
|
|
221,024
|
|
|
|
43,860
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Park Place
|
|
Tucson, AZ
|
|
|
180,593
|
|
|
|
4,996
|
|
|
|
44,993
|
|
|
|
(280
|
)
|
|
|
113,579
|
|
|
|
4,716
|
|
|
|
158,572
|
|
|
|
163,288
|
|
|
|
39,210
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
Peachtree Mall
|
|
Columbus, GA
|
|
|
91,593
|
|
|
|
22,052
|
|
|
|
67,679
|
|
|
|
|
|
|
|
5,641
|
|
|
|
22,052
|
|
|
|
73,320
|
|
|
|
95,372
|
|
|
|
10,891
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Pecanland Mall
|
|
Monroe, LA
|
|
|
60,156
|
|
|
|
10,101
|
|
|
|
68,329
|
|
|
|
297
|
|
|
|
14,145
|
|
|
|
10,398
|
|
|
|
82,474
|
|
|
|
92,872
|
|
|
|
12,832
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Piedmont Mall
|
|
Danville, VA
|
|
|
34,492
|
|
|
|
2,000
|
|
|
|
38,000
|
|
|
|
|
|
|
|
10,461
|
|
|
|
2,000
|
|
|
|
48,461
|
|
|
|
50,461
|
|
|
|
16,177
|
|
|
|
|
|
|
|
1995
|
|
|
|
|
(e)
|
Pierre Bossier Mall
|
|
Bossier City, LA
|
|
|
36,335
|
|
|
|
4,367
|
|
|
|
35,353
|
|
|
|
|
|
|
|
10,674
|
|
|
|
4,367
|
|
|
|
46,027
|
|
|
|
50,394
|
|
|
|
12,210
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Pine Ridge Mall
|
|
Pocatello, ID
|
|
|
27,015
|
|
|
|
4,905
|
|
|
|
27,349
|
|
|
|
|
|
|
|
6,548
|
|
|
|
4,905
|
|
|
|
33,897
|
|
|
|
38,802
|
|
|
|
5,047
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Pioneer Place
|
|
Portland, OR
|
|
|
169,552
|
|
|
|
10,805
|
|
|
|
209,965
|
|
|
|
|
|
|
|
967
|
|
|
|
10,805
|
|
|
|
210,932
|
|
|
|
221,737
|
|
|
|
21,505
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Plaza 800
|
|
Sparks, NV
|
|
|
|
|
|
|
|
|
|
|
5,430
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
5,461
|
|
|
|
5,461
|
|
|
|
680
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Plaza 9400
|
|
Sandy, UT
|
|
|
|
|
|
|
|
|
|
|
9,114
|
|
|
|
|
|
|
|
192
|
|
|
|
|
|
|
|
9,306
|
|
|
|
9,306
|
|
|
|
1,290
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Prince Kuhio Plaza
|
|
Hilo, HI
|
|
|
38,957
|
|
|
|
9
|
|
|
|
42,710
|
|
|
|
|
|
|
|
1,959
|
|
|
|
9
|
|
|
|
44,669
|
|
|
|
44,678
|
|
|
|
10,149
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
F-57
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Providence Place
|
|
Providence, RI
|
|
|
422,801
|
|
|
|
|
|
|
|
502,809
|
|
|
|
|
|
|
|
6,617
|
|
|
|
|
|
|
|
509,426
|
|
|
|
509,426
|
|
|
|
57,537
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Provo Towne Centre
|
|
Provo, UT
|
|
|
49,020
|
|
|
|
13,486
|
|
|
|
74,587
|
|
|
|
|
|
|
|
1,669
|
|
|
|
13,486
|
|
|
|
76,256
|
|
|
|
89,742
|
|
|
|
11,648
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Red Cliffs Mall
|
|
St. George, UT
|
|
|
25,677
|
|
|
|
1,880
|
|
|
|
26,561
|
|
|
|
|
|
|
|
3,489
|
|
|
|
1,880
|
|
|
|
30,050
|
|
|
|
31,930
|
|
|
|
4,569
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Red Cliffs Plaza
|
|
St. George, UT
|
|
|
|
|
|
|
|
|
|
|
2,366
|
|
|
|
|
|
|
|
370
|
|
|
|
|
|
|
|
2,736
|
|
|
|
2,736
|
|
|
|
373
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Regency Square Mall
|
|
Jacksonville, FL
|
|
|
96,855
|
|
|
|
16,498
|
|
|
|
148,478
|
|
|
|
1,386
|
|
|
|
21,044
|
|
|
|
17,884
|
|
|
|
169,522
|
|
|
|
187,406
|
|
|
|
40,313
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Ridgedale Center
|
|
Minnetonka, MN
|
|
|
182,390
|
|
|
|
10,710
|
|
|
|
272,607
|
|
|
|
|
|
|
|
15,787
|
|
|
|
10,710
|
|
|
|
288,394
|
|
|
|
299,104
|
|
|
|
27,114
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Rio West Mall
|
|
Gallup, NM
|
|
|
|
|
|
|
|
|
|
|
19,500
|
|
|
|
|
|
|
|
7,391
|
|
|
|
|
|
|
|
26,891
|
|
|
|
26,891
|
|
|
|
13,738
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
River Falls Mall
|
|
Clarksville, IN
|
|
|
|
|
|
|
3,178
|
|
|
|
54,610
|
|
|
|
3,703
|
|
|
|
85,781
|
|
|
|
6,881
|
|
|
|
140,391
|
|
|
|
147,272
|
|
|
|
40,120
|
|
|
|
1989-1990
|
|
|
|
|
|
|
|
|
(e)
|
River Hills Mall
|
|
Mankato, MN
|
|
|
80,000
|
|
|
|
3,714
|
|
|
|
29,014
|
|
|
|
993
|
|
|
|
43,690
|
|
|
|
4,707
|
|
|
|
72,704
|
|
|
|
77,411
|
|
|
|
27,068
|
|
|
|
1990-1991
|
|
|
|
|
|
|
|
|
(e)
|
River Pointe Plaza
|
|
West Jordan, UT
|
|
|
3,969
|
|
|
|
1,302
|
|
|
|
3,623
|
|
|
|
|
|
|
|
510
|
|
|
|
1,302
|
|
|
|
4,133
|
|
|
|
5,435
|
|
|
|
531
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Riverlands Shopping Center
|
|
LaPlace, LA
|
|
|
|
|
|
|
500
|
|
|
|
4,500
|
|
|
|
601
|
|
|
|
5,667
|
|
|
|
1,101
|
|
|
|
10,167
|
|
|
|
11,268
|
|
|
|
1,863
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Riverside Plaza
|
|
Provo, UT
|
|
|
5,680
|
|
|
|
2,475
|
|
|
|
6,890
|
|
|
|
|
|
|
|
2,132
|
|
|
|
2,475
|
|
|
|
9,022
|
|
|
|
11,497
|
|
|
|
1,293
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Rivertown Crossings
|
|
Grandville, MI
|
|
|
120,508
|
|
|
|
10,973
|
|
|
|
97,142
|
|
|
|
(3,747
|
)
|
|
|
50,076
|
|
|
|
7,226
|
|
|
|
147,218
|
|
|
|
154,444
|
|
|
|
39,915
|
|
|
|
1998-1999
|
|
|
|
|
|
|
|
|
(e)
|
Riverwalk Marketplace
|
|
New Orleans, LA
|
|
|
|
|
|
|
|
|
|
|
94,513
|
|
|
|
|
|
|
|
(4,618
|
)
|
|
|
|
|
|
|
89,895
|
|
|
|
89,895
|
|
|
|
6,826
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Rogue Valley Mall
|
|
Medford, OR
|
|
|
26,847
|
|
|
|
21,913
|
|
|
|
36,392
|
|
|
|
(95
|
)
|
|
|
5,715
|
|
|
|
21,818
|
|
|
|
42,107
|
|
|
|
63,925
|
|
|
|
6,147
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Saint Louis Galleria
|
|
St. Louis, MO
|
|
|
242,913
|
|
|
|
36,774
|
|
|
|
184,645
|
|
|
|
(545
|
)
|
|
|
23,855
|
|
|
|
36,229
|
|
|
|
208,500
|
|
|
|
244,729
|
|
|
|
24,810
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Salem Center
|
|
Salem, OR
|
|
|
25,630
|
|
|
|
6,966
|
|
|
|
38,976
|
|
|
|
|
|
|
|
2,038
|
|
|
|
6,966
|
|
|
|
41,014
|
|
|
|
47,980
|
|
|
|
6,038
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Sikes Senter
|
|
Wichita Falls, TX
|
|
|
62,723
|
|
|
|
12,759
|
|
|
|
50,567
|
|
|
|
|
|
|
|
3,460
|
|
|
|
12,759
|
|
|
|
54,027
|
|
|
|
66,786
|
|
|
|
9,259
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
Silver Lake Mall
|
|
Coeur dAlene, ID
|
|
|
|
|
|
|
4,448
|
|
|
|
24,801
|
|
|
|
|
|
|
|
1,520
|
|
|
|
4,448
|
|
|
|
26,321
|
|
|
|
30,769
|
|
|
|
3,754
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Sooner Mall
|
|
Norman, OK
|
|
|
60,000
|
|
|
|
2,700
|
|
|
|
24,300
|
|
|
|
(119
|
)
|
|
|
20,496
|
|
|
|
2,581
|
|
|
|
44,796
|
|
|
|
47,377
|
|
|
|
13,698
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
South Street Seaport
|
|
New York, NY
|
|
|
|
|
|
|
|
|
|
|
10,872
|
|
|
|
|
|
|
|
1,329
|
|
|
|
|
|
|
|
12,201
|
|
|
|
12,201
|
|
|
|
8,099
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Southlake Mall
|
|
Morrow, GA
|
|
|
100,000
|
|
|
|
6,700
|
|
|
|
60,407
|
|
|
|
|
|
|
|
14,294
|
|
|
|
6,700
|
|
|
|
74,701
|
|
|
|
81,401
|
|
|
|
21,469
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Southland Center
|
|
Taylor, MI
|
|
|
111,310
|
|
|
|
7,690
|
|
|
|
99,376
|
|
|
|
|
|
|
|
(769
|
)
|
|
|
7,690
|
|
|
|
98,607
|
|
|
|
106,297
|
|
|
|
7,087
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Southland Mall
|
|
Hayward, CA
|
|
|
83,662
|
|
|
|
13,921
|
|
|
|
75,126
|
|
|
|
200
|
|
|
|
16,745
|
|
|
|
14,121
|
|
|
|
91,871
|
|
|
|
105,992
|
|
|
|
12,318
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Southshore Mall
|
|
Aberdeen, WA
|
|
|
|
|
|
|
650
|
|
|
|
15,350
|
|
|
|
|
|
|
|
5,699
|
|
|
|
650
|
|
|
|
21,049
|
|
|
|
21,699
|
|
|
|
11,868
|
|
|
|
|
|
|
|
1986
|
|
|
|
|
(e)
|
Southwest Plaza
|
|
Littleton, CO
|
|
|
74,541
|
|
|
|
9,000
|
|
|
|
103,984
|
|
|
|
542
|
|
|
|
40,326
|
|
|
|
9,542
|
|
|
|
144,310
|
|
|
|
153,852
|
|
|
|
33,185
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Spokane Valley Mall
|
|
Spokane, WA
|
|
|
38,056
|
|
|
|
11,455
|
|
|
|
67,046
|
|
|
|
|
|
|
|
1,425
|
|
|
|
11,455
|
|
|
|
68,471
|
|
|
|
79,926
|
|
|
|
9,760
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Spokane Valley Plaza
|
|
Spokane, WA
|
|
|
|
|
|
|
3,558
|
|
|
|
10,150
|
|
|
|
|
|
|
|
79
|
|
|
|
3,558
|
|
|
|
10,229
|
|
|
|
13,787
|
|
|
|
1,392
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Spring Hill Mall
|
|
West Dundee, IL
|
|
|
79,717
|
|
|
|
12,400
|
|
|
|
111,644
|
|
|
|
|
|
|
|
20,019
|
|
|
|
12,400
|
|
|
|
131,663
|
|
|
|
144,063
|
|
|
|
32,038
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Staten Island Mall
|
|
Staten Island, NY
|
|
|
290,708
|
|
|
|
222,710
|
|
|
|
339,102
|
|
|
|
|
|
|
|
8,708
|
|
|
|
222,710
|
|
|
|
347,810
|
|
|
|
570,520
|
|
|
|
37,960
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Stonestown Galleria
|
|
San Francisco, CA
|
|
|
273,000
|
|
|
|
67,000
|
|
|
|
246,272
|
|
|
|
|
|
|
|
8,481
|
|
|
|
67,000
|
|
|
|
254,753
|
|
|
|
321,753
|
|
|
|
22,513
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
The Boulevard Mall
|
|
Las Vegas, NV
|
|
|
110,781
|
|
|
|
16,490
|
|
|
|
148,413
|
|
|
|
(1,135
|
)
|
|
|
14,181
|
|
|
|
15,355
|
|
|
|
162,594
|
|
|
|
177,949
|
|
|
|
39,005
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
The Crossroads
|
|
Portage, MI
|
|
|
40,741
|
|
|
|
6,800
|
|
|
|
61,200
|
|
|
|
|
|
|
|
23,280
|
|
|
|
6,800
|
|
|
|
84,480
|
|
|
|
91,280
|
|
|
|
18,632
|
|
|
|
|
|
|
|
1999
|
|
|
|
|
(e)
|
The Gallery At Harborplace
|
|
Baltimore, MD
|
|
|
102,978
|
|
|
|
17,912
|
|
|
|
174,410
|
|
|
|
|
|
|
|
2,417
|
|
|
|
17,912
|
|
|
|
176,827
|
|
|
|
194,739
|
|
|
|
15,079
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Grand Canal Shoppes
|
|
Las Vegas, NV
|
|
|
403,708
|
|
|
|
|
|
|
|
766,232
|
|
|
|
|
|
|
|
14,768
|
|
|
|
|
|
|
|
781,000
|
|
|
|
781,000
|
|
|
|
74,223
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Maine Mall
|
|
South Portland, ME
|
|
|
221,354
|
|
|
|
41,374
|
|
|
|
238,457
|
|
|
|
(79
|
)
|
|
|
9,875
|
|
|
|
41,295
|
|
|
|
248,332
|
|
|
|
289,627
|
|
|
|
26,291
|
|
|
|
|
|
|
|
2003
|
|
|
|
|
(e)
|
The Mall In Columbia
|
|
Columbia, MD
|
|
|
400,000
|
|
|
|
34,650
|
|
|
|
522,363
|
|
|
|
|
|
|
|
17,981
|
|
|
|
34,650
|
|
|
|
540,344
|
|
|
|
574,994
|
|
|
|
53,018
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Pines
|
|
Pine Bluff, AR
|
|
|
|
|
|
|
1,489
|
|
|
|
17,627
|
|
|
|
(242
|
)
|
|
|
17,374
|
|
|
|
1,247
|
|
|
|
35,001
|
|
|
|
36,248
|
|
|
|
19,206
|
|
|
|
1985-1986
|
|
|
|
|
|
|
|
|
(e)
|
The Shops At Fallen Timbers
|
|
Maumee, OH
|
|
|
|
|
|
|
3,677
|
|
|
|
77,825
|
|
|
|
|
|
|
|
|
|
|
|
3,677
|
|
|
|
77,825
|
|
|
|
81,502
|
|
|
|
633
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
(e)
|
The Shops At La Cantera
|
|
San Antonio, TX
|
|
|
174,543
|
|
|
|
10,966
|
|
|
|
205,222
|
|
|
|
|
|
|
|
8,283
|
|
|
|
10,966
|
|
|
|
213,505
|
|
|
|
224,471
|
|
|
|
15,370
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
(e)
|
The Streets At SoutHPoint
|
|
Durham, NC
|
|
|
245,707
|
|
|
|
16,070
|
|
|
|
406,266
|
|
|
|
|
|
|
|
7,386
|
|
|
|
16,070
|
|
|
|
413,652
|
|
|
|
429,722
|
|
|
|
38,011
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
The Village Of Cross Keys
|
|
Baltimore, MD
|
|
|
376
|
|
|
|
18,070
|
|
|
|
57,285
|
|
|
|
|
|
|
|
73
|
|
|
|
18,070
|
|
|
|
57,358
|
|
|
|
75,428
|
|
|
|
4,064
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Three Rivers Mall
|
|
Kelso, WA
|
|
|
21,995
|
|
|
|
4,312
|
|
|
|
23,019
|
|
|
|
|
|
|
|
2,587
|
|
|
|
4,312
|
|
|
|
25,606
|
|
|
|
29,918
|
|
|
|
3,685
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Town East Mall
|
|
Mesquite, TX
|
|
|
108,538
|
|
|
|
7,711
|
|
|
|
149,258
|
|
|
|
|
|
|
|
18,028
|
|
|
|
7,711
|
|
|
|
167,286
|
|
|
|
174,997
|
|
|
|
28,681
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Tucson Mall
|
|
Tucson, AZ
|
|
|
120,596
|
|
|
|
|
|
|
|
181,424
|
|
|
|
|
|
|
|
33,008
|
|
|
|
|
|
|
|
214,432
|
|
|
|
214,432
|
|
|
|
32,907
|
|
|
|
|
|
|
|
2001
|
|
|
|
|
(e)
|
Twin Falls Crossing
|
|
Twin Falls, ID
|
|
|
|
|
|
|
275
|
|
|
|
769
|
|
|
|
|
|
|
|
|
|
|
|
275
|
|
|
|
769
|
|
|
|
1,044
|
|
|
|
105
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
University Crossing
|
|
Orem, UT
|
|
|
11,684
|
|
|
|
3,420
|
|
|
|
9,526
|
|
|
|
|
|
|
|
1,061
|
|
|
|
3,420
|
|
|
|
10,587
|
|
|
|
14,007
|
|
|
|
1,393
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Valley Hills Mall
|
|
Hickory, NC
|
|
|
58,326
|
|
|
|
3,444
|
|
|
|
31,025
|
|
|
|
2,212
|
|
|
|
44,559
|
|
|
|
5,656
|
|
|
|
75,584
|
|
|
|
81,240
|
|
|
|
20,678
|
|
|
|
|
|
|
|
1997
|
|
|
|
|
(e)
|
Valley Plaza Mall
|
|
Bakersfield, CA
|
|
|
98,233
|
|
|
|
12,685
|
|
|
|
114,166
|
|
|
|
|
|
|
|
24,781
|
|
|
|
12,685
|
|
|
|
138,947
|
|
|
|
151,632
|
|
|
|
31,901
|
|
|
|
|
|
|
|
1998
|
|
|
|
|
(e)
|
Visalia Mall
|
|
Visalia, CA
|
|
|
43,461
|
|
|
|
11,052
|
|
|
|
58,172
|
|
|
|
(14
|
)
|
|
|
6,337
|
|
|
|
11,038
|
|
|
|
64,509
|
|
|
|
75,547
|
|
|
|
9,408
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Ward Centers
|
|
Honolulu, HI
|
|
|
217,289
|
|
|
|
164,007
|
|
|
|
89,321
|
|
|
|
1,337
|
|
|
|
78,467
|
|
|
|
165,344
|
|
|
|
167,788
|
|
|
|
333,132
|
|
|
|
21,748
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
West Valley Mall
|
|
Tracy, CA
|
|
|
59,078
|
|
|
|
9,295
|
|
|
|
47,789
|
|
|
|
1,591
|
|
|
|
34,979
|
|
|
|
10,886
|
|
|
|
82,768
|
|
|
|
93,654
|
|
|
|
27,557
|
|
|
|
1995
|
|
|
|
|
|
|
|
|
(e)
|
Westlake Center
|
|
Seattle, WA
|
|
|
76,409
|
|
|
|
12,971
|
|
|
|
117,003
|
|
|
|
4,669
|
|
|
|
(2,912
|
)
|
|
|
17,640
|
|
|
|
114,091
|
|
|
|
131,731
|
|
|
|
12,812
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Westwood Mall
|
|
Jackson, MI
|
|
|
|
|
|
|
2,658
|
|
|
|
23,924
|
|
|
|
913
|
|
|
|
5,908
|
|
|
|
3,571
|
|
|
|
29,832
|
|
|
|
33,403
|
|
|
|
9,995
|
|
|
|
|
|
|
|
1996
|
|
|
|
|
(e)
|
White Marsh Mall
|
|
Baltimore, MD
|
|
|
187,000
|
|
|
|
24,760
|
|
|
|
239,688
|
|
|
|
|
|
|
|
13,205
|
|
|
|
24,760
|
|
|
|
252,893
|
|
|
|
277,653
|
|
|
|
26,766
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
F-58
GENERAL
GROWTH PROPERTIES, INC.
SCHEDULE III REAL ESTATE AND ACCUMULATED
DEPRECIATION (Continued)
DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs Capitalized
|
|
Gross Amounts at Which
|
|
|
|
|
|
|
|
Life Upon Which
|
|
|
|
|
|
|
Initial Cost (b)
|
|
Subsequent to Acquisition (c)
|
|
Carried at Close of Period (d)
|
|
|
|
|
|
|
|
Latest Income
|
|
|
|
|
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date of
|
|
Date
|
|
Statement is
|
Name of Center
|
|
Location
|
|
Encumbrances (a)
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation(e)
|
|
Construction
|
|
Acquired
|
|
Computed
|
(In thousands)
|
|
White Mountain Mall
|
|
Rock Springs, WY
|
|
|
|
|
|
|
1,363
|
|
|
|
7,611
|
|
|
|
|
|
|
|
7,729
|
|
|
|
1,363
|
|
|
|
15,340
|
|
|
|
16,703
|
|
|
|
2,563
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Willowbrook
|
|
Wayne, NJ
|
|
|
172,346
|
|
|
|
28,810
|
|
|
|
444,762
|
|
|
|
30
|
|
|
|
10,670
|
|
|
|
28,840
|
|
|
|
455,432
|
|
|
|
484,272
|
|
|
|
44,348
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Woodbridge Center
|
|
Woodbridge, NJ
|
|
|
213,521
|
|
|
|
50,737
|
|
|
|
420,703
|
|
|
|
|
|
|
|
5,987
|
|
|
|
50,737
|
|
|
|
426,690
|
|
|
|
477,427
|
|
|
|
45,742
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Woodlands Village
|
|
Flagstaff, AZ
|
|
|
7,257
|
|
|
|
2,689
|
|
|
|
7,484
|
|
|
|
|
|
|
|
278
|
|
|
|
2,689
|
|
|
|
7,762
|
|
|
|
10,451
|
|
|
|
1,034
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
Yellowstone Square
|
|
Idaho Falls, ID
|
|
|
|
|
|
|
1,057
|
|
|
|
2,943
|
|
|
|
|
|
|
|
147
|
|
|
|
1,057
|
|
|
|
3,090
|
|
|
|
4,147
|
|
|
|
424
|
|
|
|
|
|
|
|
2002
|
|
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GGPI
|
|
|
|
|
14,706,793
|
|
|
|
2,812,976
|
|
|
|
16,674,773
|
|
|
|
49,939
|
|
|
|
2,742,244
|
|
|
|
2,862,915
|
|
|
|
19,417,017
|
|
|
|
22,279,932
|
|
|
|
3,168,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bay City Mall
|
|
Bay City, MI
|
|
|
24,696
|
|
|
|
1,274
|
|
|
|
35,779
|
|
|
|
|
|
|
|
|
|
|
|
1,274
|
|
|
|
35,779
|
|
|
|
37,053
|
|
|
|
11,488
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Brass Mill Center
|
|
Waterbury, CT
|
|
|
105,730
|
|
|
|
12,687
|
|
|
|
131,634
|
|
|
|
|
|
|
|
|
|
|
|
12,687
|
|
|
|
131,634
|
|
|
|
144,321
|
|
|
|
38,575
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Brass Mill Commons
|
|
Waterbury, CT
|
|
|
22,613
|
|
|
|
5,011
|
|
|
|
20,368
|
|
|
|
|
|
|
|
|
|
|
|
5,011
|
|
|
|
20,368
|
|
|
|
25,379
|
|
|
|
7,364
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Chula Vista Center
|
|
Chula Vista, CA
|
|
|
60,182
|
|
|
|
6,387
|
|
|
|
63,526
|
|
|
|
|
|
|
|
|
|
|
|
6,387
|
|
|
|
63,526
|
|
|
|
69,913
|
|
|
|
18,344
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Columbiana Center
|
|
Columbia, SC
|
|
|
66,099
|
|
|
|
5,838
|
|
|
|
81,298
|
|
|
|
|
|
|
|
|
|
|
|
5,838
|
|
|
|
81,298
|
|
|
|
87,136
|
|
|
|
25,157
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Deerbrook Mall
|
|
Humble, TX
|
|
|
76,791
|
|
|
|
7,821
|
|
|
|
96,045
|
|
|
|
|
|
|
|
|
|
|
|
7,821
|
|
|
|
96,045
|
|
|
|
103,866
|
|
|
|
27,255
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Lakeland Square
|
|
Lakeland, FL
|
|
|
56,285
|
|
|
|
8,983
|
|
|
|
75,761
|
|
|
|
|
|
|
|
|
|
|
|
8,983
|
|
|
|
75,761
|
|
|
|
84,744
|
|
|
|
19,468
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Moreno Valley Mall
|
|
Moreno Valley, CA
|
|
|
88,000
|
|
|
|
3,291
|
|
|
|
64,105
|
|
|
|
|
|
|
|
|
|
|
|
3,291
|
|
|
|
64,105
|
|
|
|
67,396
|
|
|
|
16,461
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Newgate Mall
|
|
Ogden, UT
|
|
|
42,064
|
|
|
|
1,061
|
|
|
|
22,910
|
|
|
|
|
|
|
|
|
|
|
|
1,061
|
|
|
|
22,910
|
|
|
|
23,971
|
|
|
|
6,690
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Newpark Mall
|
|
Newark, CA
|
|
|
69,601
|
|
|
|
6,560
|
|
|
|
100,918
|
|
|
|
|
|
|
|
|
|
|
|
6,560
|
|
|
|
100,918
|
|
|
|
107,478
|
|
|
|
37,869
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
North Point Mall
|
|
Alpharetta, GA
|
|
|
219,924
|
|
|
|
8,954
|
|
|
|
184,208
|
|
|
|
|
|
|
|
|
|
|
|
8,954
|
|
|
|
184,208
|
|
|
|
193,162
|
|
|
|
53,702
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Pembroke Mall
|
|
Pembroke Pines, FL
|
|
|
133,549
|
|
|
|
16,939
|
|
|
|
121,507
|
|
|
|
|
|
|
|
|
|
|
|
16,939
|
|
|
|
121,507
|
|
|
|
138,446
|
|
|
|
36,139
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Steeplegate Mall
|
|
Concord, NH
|
|
|
79,781
|
|
|
|
2,926
|
|
|
|
59,030
|
|
|
|
|
|
|
|
|
|
|
|
2,926
|
|
|
|
59,030
|
|
|
|
61,956
|
|
|
|
20,047
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Parks at Arlington
|
|
Arlington, TX
|
|
|
140,002
|
|
|
|
13,251
|
|
|
|
218,103
|
|
|
|
|
|
|
|
|
|
|
|
13,251
|
|
|
|
218,103
|
|
|
|
231,354
|
|
|
|
53,409
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Shoppes at Buckland
|
|
Manchester, CT
|
|
|
168,770
|
|
|
|
18,852
|
|
|
|
177,139
|
|
|
|
|
|
|
|
|
|
|
|
18,852
|
|
|
|
177,139
|
|
|
|
195,991
|
|
|
|
35,611
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
The Woodlands Mall
|
|
The Woodlands, TX
|
|
|
240,000
|
|
|
|
12,785
|
|
|
|
174,794
|
|
|
|
|
|
|
|
|
|
|
|
12,785
|
|
|
|
174,794
|
|
|
|
187,579
|
|
|
|
48,734
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Tysons Galleria
|
|
McLean, VA
|
|
|
255,000
|
|
|
|
3,222
|
|
|
|
88,240
|
|
|
|
|
|
|
|
|
|
|
|
3,222
|
|
|
|
88,240
|
|
|
|
91,462
|
|
|
|
30,586
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Vista Ridge Mall
|
|
Lewisville, TX
|
|
|
82,348
|
|
|
|
6,964
|
|
|
|
122,142
|
|
|
|
|
|
|
|
|
|
|
|
6,964
|
|
|
|
122,142
|
|
|
|
129,106
|
|
|
|
60,815
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Washington Park Mall
|
|
Bartlesville, OK
|
|
|
12,378
|
|
|
|
1,401
|
|
|
|
16,242
|
|
|
|
|
|
|
|
|
|
|
|
1,401
|
|
|
|
16,242
|
|
|
|
17,643
|
|
|
|
5,689
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
West Oaks Mall
|
|
Ocoee, FL
|
|
|
71,501
|
|
|
|
13,534
|
|
|
|
70,909
|
|
|
|
|
|
|
|
|
|
|
|
13,534
|
|
|
|
70,909
|
|
|
|
84,443
|
|
|
|
25,899
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
(e)
|
Purchase accounting related adjustments
|
|
Chicago, IL
|
|
|
(11,413
|
)
|
|
|
173,174
|
|
|
|
783,523
|
|
|
|
|
|
|
|
|
|
|
|
173,174
|
|
|
|
783,523
|
|
|
|
956,697
|
|
|
|
(272,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Homart I(f)
|
|
|
|
|
2,003,901
|
|
|
|
330,915
|
|
|
|
2,708,181
|
|
|
|
|
|
|
|
|
|
|
|
330,915
|
|
|
|
2,708,181
|
|
|
|
3,039,096
|
|
|
|
306,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, including corporate and developments in progress
|
|
|
7,463,997
|
|
|
|
265,618
|
|
|
|
491,035
|
|
|
|
133,542
|
|
|
|
648,857
|
|
|
|
399,160
|
|
|
|
1,139,892
|
|
|
|
1,539,052
|
|
|
|
129,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail and Other
|
|
|
|
|
24,174,691
|
|
|
|
3,409,509
|
|
|
|
19,873,989
|
|
|
|
183,481
|
|
|
|
3,391,101
|
|
|
|
3,592,990
|
|
|
|
23,265,090
|
|
|
|
26,858,080
|
|
|
|
3,605,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Planned Communities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridgeland
|
|
Houston, TX
|
|
|
32,030
|
|
|
|
257,222
|
|
|
|
|
|
|
|
113,000
|
|
|
|
1,001
|
|
|
|
370,222
|
|
|
|
1,001
|
|
|
|
371,223
|
|
|
|
149
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Columbia
|
|
Howard County, MD
|
|
|
|
|
|
|
321,118
|
|
|
|
|
|
|
|
(169,165
|
)
|
|
|
150
|
|
|
|
151,953
|
|
|
|
150
|
|
|
|
152,103
|
|
|
|
22
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Fairwood
|
|
Prince Georges County, MD
|
|
|
|
|
|
|
136,434
|
|
|
|
|
|
|
|
(75,732
|
)
|
|
|
27
|
|
|
|
60,702
|
|
|
|
27
|
|
|
|
60,729
|
|
|
|
3
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Summerlin
|
|
Summerlin, NV
|
|
|
64,301
|
|
|
|
990,179
|
|
|
|
|
|
|
|
64,214
|
|
|
|
79
|
|
|
|
1,054,393
|
|
|
|
79
|
|
|
|
1,054,472
|
|
|
|
10
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
(e)
|
Other
|
|
|
|
|
11,117
|
|
|
|
|
|
|
|
|
|
|
|
2,102
|
|
|
|
93,047
|
|
|
|
2,102
|
|
|
|
93,047
|
|
|
|
95,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Master Planned Communities
|
|
|
|
|
107,448
|
|
|
|
1,704,953
|
|
|
|
|
|
|
|
(65,581
|
)
|
|
|
94,304
|
|
|
|
1,639,372
|
|
|
|
94,304
|
|
|
|
1,733,676
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
24,282,139
|
|
|
$
|
5,114,462
|
|
|
$
|
19,873,989
|
|
|
$
|
117,900
|
|
|
$
|
3,485,405
|
|
|
$
|
5,232,362
|
|
|
$
|
23,359,394
|
|
|
$
|
28,591,756
|
|
|
$
|
3,605,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-59
GENERAL
GROWTH PROPERTIES, INC.
NOTES TO
SCHEDULE III
|
|
|
(a) |
|
See description of mortgages, notes and other debt payable in
Note 6 of Notes to Consolidated Financial Statements. |
|
(b) |
|
Initial cost for constructed malls is cost at end of first
complete calendar year subsequent to opening. |
|
(c) |
|
For retail and other properties, costs capitalized subsequent to
acquisitions is net of cost of disposals or other property
write-downs. For Master Planned Communities, costs capitalized
subsequent to acquisitions are net of land sales. |
|
(d) |
|
The aggregate cost of land, buildings and improvements for
federal income tax purposes is approximately $17.5 billion. |
|
(e) |
|
Depreciation is computed based upon the following estimated
lives: |
|
|
|
|
|
|
|
Years
|
|
|
Buildings, improvements and carrying costs
|
|
|
40-45
|
|
Equipment, tenant improvements and fixtures
|
|
|
5-10
|
|
|
|
|
(f) |
|
Initial cost for individual properties acquired in the Homart I
acquisition represents historical cost at December 31,
2007. As individual property values have not been finalized,
purchase accounting related adjustments are presented in total. |
Reconciliation
of Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of year
|
|
$
|
24,661,601
|
|
|
$
|
23,583,536
|
|
|
$
|
23,308,792
|
|
Acquisitions
|
|
|
3,152,350
|
|
|
|
234,624
|
|
|
|
|
|
Change in Master Planned Communities land
|
|
|
(16,466
|
)
|
|
|
4,775
|
|
|
|
5,363
|
|
Additions
|
|
|
866,353
|
|
|
|
855,529
|
|
|
|
496,362
|
|
Hurricane property damage provisions- Oakwood Center and
Riverwalk (Note 14)
|
|
|
|
|
|
|
|
|
|
|
(53,022
|
)
|
Dispositions and write-offs
|
|
|
(72,081
|
)
|
|
|
(16,863
|
)
|
|
|
(173,959
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
28,591,756
|
|
|
$
|
24,661,601
|
|
|
$
|
23,583,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Balance at beginning of year
|
|
$
|
2,766,871
|
|
|
$
|
2,104,956
|
|
|
$
|
1,453,488
|
|
Depreciation expense
|
|
|
635,872
|
|
|
|
663,524
|
|
|
|
652,109
|
|
Acquisitions
|
|
|
274,537
|
(g)
|
|
|
|
|
|
|
|
|
Dispositions and write-offs
|
|
|
(72,081
|
)
|
|
|
(1,609
|
)
|
|
|
(641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
3,605,199
|
|
|
$
|
2,766,871
|
|
|
$
|
2,104,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(g) |
|
Accumulated depreciation of our original 50% interest in the
properties acquired in the Homart I acquisition at July 6,
2007 (date of acquisition). Such properties were unconsolidated
prior to the date of acquisition. |
F-60
EXHIBIT INDEX
|
|
|
|
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of General Growth
Properties, Inc. filed with the Delaware Secretary of State on
February 10, 2006 (previously filed as Exhibit 3.1 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein by
reference).
|
|
3
|
.2
|
|
Bylaws of General Growth Properties, Inc., as amended
(previously filed as Exhibit 3(ii) to the Current Report on Form
8-K dated November 8, 2006 which was filed with the SEC on
November 14, 2006, incorporated herein by reference).
|
|
3
|
.3
|
|
Certificate of Designations, Preferences and Rights of
Increasing Rate Cumulative Preferred Stock, Series I filed with
the Delaware Secretary of State on February 26, 2007 (previously
filed as Exhibit 3.3 to the Annual Report on Form 10-K for the
year ended December 31, 2006, which was previously filed with
the SEC on March 1, 2007, incorporated herein by reference).
|
|
4
|
.1
|
|
Form of Common Stock Certificate (previously filed as Exhibit
4.1 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
|
|
4
|
.2
|
|
Rights Agreement dated July 27, 1993, between General Growth
Properties, Inc. and certain other parties named therein
(previously filed as Exhibit 4.2 to the Annual Report on Form
10-K for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006, incorporated herein by reference).
|
|
4
|
.3
|
|
Amendment to Rights Agreement dated as of February 1, 2000,
between General Growth Properties, Inc. and certain other
parties named therein (previously filed as Exhibit 10.11 to the
Annual Report on Form 10-K for the year ended December 31, 2003,
incorporated herein by reference).
|
|
4
|
.4
|
|
Redemption Rights Agreement dated July 13, 1995, by and among
GGP Limited Partnership (the Operating Partnership),
General Growth Properties, Inc. and the persons listed on the
signature pages thereof (previously filed as Exhibit 4.4 to the
Annual Report on Form 10-K for the year ended December 31, 2005
which was filed with the SEC on March 31, 2006, incorporated
herein by reference).
|
|
4
|
.5
|
|
Redemption Rights Agreement dated December 6, 1996, among the
Operating Partnership, Forbes/Cohen Properties, Lakeview Square
Associates, and Jackson Properties (previously filed as Exhibit
4.5 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
|
|
4
|
.6
|
|
Redemption Rights Agreement dated June 19, 1997, among the
Operating Partnership, General Growth Properties, Inc., and CA
Southlake Investors, Ltd. (previously filed as Exhibit 4.6 to
the Annual Report on Form 10-K for the year ended December 31,
2005 which was filed with the SEC on March 31, 2006,
incorporated herein by reference).
|
|
4
|
.7
|
|
Redemption Rights Agreement dated October 23, 1997, among
General Growth Properties, Inc., the Operating Partnership and
Peter Leibowits (previously filed as Exhibit 4.7 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein by
reference).
|
|
4
|
.8
|
|
Redemption Rights Agreement dated April 2, 1998, among the
Operating Partnership, General Growth Properties, Inc. and
Southwest Properties Venture (previously filed as Exhibit 4.8 to
the Annual Report on Form 10-K for the year ended December 31,
2005 which was filed with the SEC on March 31, 2006,
incorporated herein by reference).
|
|
4
|
.9
|
|
Redemption Rights Agreement dated July 21, 1998, among the
Operating Partnership, General Growth Properties, Inc., Nashland
Associates, and HRE Altamonte, Inc. (previously filed as Exhibit
4.9 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
|
|
4
|
.10
|
|
Redemption Rights Agreement dated October 21, 1998, among the
Operating Partnership, General Growth Properties, Inc. and the
persons on the signature pages thereof (previously filed as
Exhibit 4.10 to the Annual Report on Form 10-K for the year
ended December 31, 2005 which was filed with the SEC on March
31, 2006, incorporated herein by reference).
|
|
4
|
.11
|
|
Redemption Rights Agreement (Common Units) dated July 10, 2002,
by and among the Operating Partnership, General Growth
Properties, Inc. and the persons listed on the signature pages
thereof (filed herewith).
|
S-1
|
|
|
|
|
|
4
|
.12
|
|
Redemption Rights Agreement (Series B Preferred Units) dated
July 10, 2002, by and among the Operating Partnership, General
Growth Properties, Inc. and the persons listed on the signature
pages thereof (filed herewith).
|
|
4
|
.13
|
|
Redemption Rights Agreement (Common Units) dated November 27,
2002, by and among the Operating Partnership, General Growth
Properties, Inc. and JSG, LLC (previously filed as Exhibit
10(MMM) to the Annual Report on Form 10-K for the year ended
December 31, 2002 which was filed with the SEC on March 14,
2003, incorporated herein by reference).
|
|
4
|
.14
|
|
Redemption Rights Agreement dated December 11, 2003, by and
among the Operating Partnership, General Growth Properties, Inc.
and Everitt Enterprises, Inc. (previously filed as Exhibit 10.44
to the Annual Report on Form 10-K for the year ended December
31, 2003 which was filed with the SEC on March 12, 2004,
incorporated herein by reference).
|
|
4
|
.15
|
|
Redemption Rights Agreement dated March 5, 2004, by and among
the Operating Partnership, General Growth Properties, Inc. and
Koury Corporation (filed herewith).
|
|
4
|
.16
|
|
Registration Rights Agreement dated April 15, 1993, between
General Growth Properties, Inc., Martin Bucksbaum, Matthew
Bucksbaum and the other parties named therein (filed herewith).
|
|
4
|
.17
|
|
Amendment to Registration Rights Agreement dated February 1,
2000, among General Growth Properties, Inc. and certain other
parties named therein (previously filed as Exhibit 10.16 to the
Annual Report on Form 10-K for the year ended December 31, 2003
which was filed with the SEC on March 12, 2004, incorporated
herein by reference).
|
|
4
|
.18
|
|
Registration Rights Agreement dated April 17, 2002, between
General Growth Properties, Inc. and GSEP 2002 Realty Corp.
(filed herewith).
|
|
4
|
.19
|
|
Rights Agreement dated November 18, 1998, between General Growth
Properties, Inc. and Norwest Bank Minnesota, N.A., as Rights
Agent (including the Form of Certificate of Designation of
Series A Junior Participating Preferred Stock attached thereto
as Exhibit A, the Form of Right Certificate attached thereto as
Exhibit B and the Summary of Rights to Purchase Preferred Shares
attached thereto as Exhibit C) (previously filed as Exhibit 4.19
to the Annual Report on Form 10-K for the year ended December
31, 2005 which was filed with the SEC on March 31, 2006,
incorporated herein by reference).
|
|
4
|
.20
|
|
First Amendment to Rights Agreement dated as of November 10,
1999, between General Growth Properties, Inc. and Norwest Bank
Minnesota, N.A. (previously filed as Exhibit 4.20 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein by
reference).
|
|
4
|
.21
|
|
Second Amendment to Rights Agreement dated as of December 31,
2001, between General Growth Properties, Inc. and Mellon
Investor Services, LLC, successor to Norwest Bank Minnesota,
N.A. (previously filed as Exhibit 4.13 to the Registration
Statement on Form S-3 (No. 333-82134) dated February 4, 2002
which was filed with the SEC on February 5, 2002, incorporated
herein by reference).
|
|
4
|
.22
|
|
Letter Agreement concerning Rights Agreement dated November 10,
1999, between the Operating Partnership and NYSCRF (previously
filed as Exhibit 4.22 to the Annual Report on Form 10-K for the
year ended December 31, 2005 which was filed with the SEC on
March 31, 2006, incorporated herein by reference).
|
|
4
|
.23
|
|
The Rouse Company and The First National Bank of Chicago
(Trustee) Indenture dated as of February 24, 1995 (previously
filed as Exhibit 4.23 to the Annual Report on Form 10-K for the
year ended December 31, 2004 which was filed with the SEC on
March 22, 2005, incorporated herein by reference).
|
|
4
|
.24
|
|
The Rouse Company LP, TRC Co-Issuer, Inc. and LaSalle Bank
National Association (Trustee) Indenture dated May 5, 2006
(previously filed as Exhibit 4.24 to the Annual Report on Form
10-K for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007, incorporated herein by reference).
|
|
4
|
.25
|
|
Second Amended and Restated Credit Agreement dated as of
February 24, 2006 among General Growth Properties, Inc.,
Operating Partnership and GGPLP L.L.C., as Borrowers; the
several lenders from time to time parties thereto; Banc of
America Securities LLC, Eurohypo AG, New York Branch
(Eurohypo) and Wachovia Capital Markets, LLC, as
Arrangers; Eurohypo, as Administrative Agent; Bank of America,
N.A., and Wachovia Bank, National Association, as Syndication
Agents; and Lehman Commercial Paper, Inc., as Documentation
Agent (previously filed as Exhibit 4.1 to the Current Report on
Form 8-K dated February 24, 2006 which was filed with the SEC on
March 2, 2006, incorporated herein by reference).
|
S-2
|
|
|
|
|
|
4
|
.26
|
|
Indenture, dated as of April 16, 2007, between the Operating
Partnership and LaSalle Bank National Association (previously
filed as Exhibit 4.1 to the Current Report on Form 8-K dated
April 16, 2007, which was filed with the SEC on April 19, 2007,
incorporated herein by reference).
|
|
10
|
.1
|
|
Second Amended and Restated Agreement of Limited Partnership of
the Operating Partnership dated April 1, 1998 (the LP
Agreement) (previously filed as Exhibit 10.1 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein by
reference).
|
|
10
|
.2
|
|
First Amendment to the LP Agreement dated as of June 10, 1998
(previously filed as Exhibit 10(B) to the Annual Report on Form
10-K for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003, incorporated herein by reference).
|
|
10
|
.3
|
|
Second Amendment to the LP Agreement dated as of June 29, 1998
(previously filed as Exhibit 10(C) to the Annual Report on Form
10-K for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003, incorporated herein by reference).
|
|
10
|
.4
|
|
Third Amendment to the LP Agreement dated as of February 15,
2002 (filed herewith).
|
|
10
|
.5
|
|
Amendment to the LP Agreement dated as of April 24, 2002 (filed
herewith).
|
|
10
|
.6
|
|
Fourth Amendment to the LP Agreement dated as of July 10, 2002
(filed herewith).
|
|
10
|
.7
|
|
Amendment to the LP Agreement dated as of November 27, 2002
(previously filed as Exhibit 10(G) to the Annual Report on Form
10-K for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003, incorporated herein by reference).
|
|
10
|
.8
|
|
Sixth Amendment to the LP Agreement and Exhibit A to the
Amendment dated as of November 20, 2003 (previously filed as
Exhibit 10.8 to the Annual Report on Form 10-K for the year
ended December 31, 2003 which was filed with the SEC on March
12, 2004, incorporated herein by reference).
|
|
10
|
.9
|
|
Amendment to the LP Agreement and Exhibit A to the Amendment
dated as of December 11, 2003 (previously filed as an Exhibit
10.9 to the Annual Report on Form 10-K for the year ended
December 31, 2003 which was filed with the SEC on March 12,
2004, incorporated herein by reference).
|
|
10
|
.10
|
|
Amendment to the LP Agreement dated March 5, 2004 (previously
filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2004 which was filed with
the SEC on May 7, 2004, incorporated herein by reference).
|
|
10
|
.11
|
|
Amendment to the LP Agreement dated November 12, 2004
(previously filed as Exhibit 10.3 to the Current Report on Form
8-K/A dated November 12, 2004 which was filed with the SEC on
November 18, 2004, incorporated herein by reference).
|
|
10
|
.12
|
|
Amendment to the LP Agreement dated September 30, 2006
(previously filed as Exhibit 10.12 to the Annual Report on Form
10-K for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007, incorporated herein by reference).
|
|
10
|
.13
|
|
Twelfth Amendment to the LP Agreement dated December 31, 2006
(previously filed as Exhibit 10.13 to the Annual Report on Form
10-K for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007, incorporated herein by reference).
|
|
10
|
.14
|
|
Second Amended and Restated Operating Agreement of GGPLP L.L.C.
dated April 17, 2002 (the LLC Agreement) (filed
herewith).
|
|
10
|
.15
|
|
First Amendment to the LLC Agreement dated April 23, 2002 (filed
herewith).
|
|
10
|
.16
|
|
Second Amendment to the LLC Agreement dated May 13, 2002 (filed
herewith).
|
|
10
|
.17
|
|
Third Amendment to the LLC Agreement dated October 30, 2002
(previously filed as Exhibit 10(Y) to the Annual Report on Form
10-K for the year ended December 31, 2002 which was filed with
the SEC on March 14, 2003, incorporated herein by reference).
|
|
10
|
.18
|
|
Fourth Amendment to the LLC Agreement dated April 7, 2003
(previously filed as Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003 which
was filed with the SEC on May 9, 2003, incorporated herein by
reference).
|
|
10
|
.19
|
|
Fifth Amendment to the LLC Agreement dated April 11, 2003
(previously filed as Exhibit 10.2 to the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2003 which
was filed with the SEC on May 9, 2003, incorporated herein by
reference).
|
S-3
|
|
|
|
|
|
10
|
.20
|
|
Sixth Amendment to the LLC Agreement dated November 12, 2004
(previously filed as Exhibit 10.2 to the Current Report on Form
8-K/A dated November 12, 2004 which was filed with the SEC on
November 18, 2004, incorporated herein by reference).
|
|
10
|
.21
|
|
Operating Agreement dated November 10, 1999, between the
Operating Partnership, NYSCRF, and GGP/Homart II L.L.C.
(previously filed as Exhibit 10.20 to the Annual Report on Form
10-K for the year ended December 31, 2005 which was filed with
the SEC on March 31, 2006, incorporated herein by reference).
|
|
10
|
.22
|
|
Amendment to the Operating Agreement of GGP/Homart II
L.L.C. dated November 22, 2002 (previously filed as Exhibit
10.21 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
|
|
10
|
.23
|
|
Letter Amendment to the Operating Agreement of
GGP/Homart II L.L.C. dated January 31, 2003 (previously
filed as Exhibit 10.22 to the Annual Report on Form 10-K for the
year ended December 31, 2005 which was filed with the SEC on
March 31, 2006, incorporated herein by reference).
|
|
10
|
.24
|
|
Second Amendment to the Operating Agreement of
GGP/Homart II L.L.C. dated January 31, 2003 (previously
filed as Exhibit 10.23 to the Annual Report on Form 10-K for the
year ended December 31, 2005 which was filed with the SEC on
March 31, 2006, incorporated herein by reference).
|
|
10
|
.25
|
|
Third Amendment to the Operating Agreement of GGP/Homart II
L.L.C. dated February 8, 2008 (filed herewith).
|
|
10
|
.26
|
|
Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated
August 26, 2002, between the Operating Partnership,
Teachers Retirement System of the State of Illinois and
GGP-TRS L.L.C. (previously filed as Exhibit 10.24 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein by
reference).
|
|
10
|
.27
|
|
First Amendment to Amended and Restated Operating Agreement of
GGP-TRS L.L.C. dated December 19, 2002 (previously filed as
Exhibit 10.25 to the Annual Report on Form 10-K for the year
ended December 31, 2005 which was filed with the SEC on March
31, 2006, incorporated herein by reference).
|
|
10
|
.28
|
|
Second Amendment to Amended and Restated Operating Agreement of
GGP-TRS L.L.C. dated November 1, 2005 (previously filed as
Exhibit 10.26 to the Annual Report on Form 10-K for the year
ended December 31, 2005 which was filed with the SEC on March
31, 2006, incorporated herein by reference).
|
|
10
|
.29*
|
|
Summary of Non-Employee Director Compensation Program (filed
herewith).
|
|
10
|
.30
|
|
Contingent Stock Agreement, effective January 1, 1996, by The
Rouse Company and in favor of and for the benefit of the Holders
and the Representatives (as defined therein) (filed herewith).
|
|
10
|
.31
|
|
Assumption Agreement dated October 19, 2004 by General Growth
Properties, Inc. and The Rouse Company in favor of and for the
benefit of the Holders and the Representatives (as defined
therein) (previously filed as Exhibit 99.2 to the Registration
Statement on Form S-3/A (No. 333-120373) which was filed with
the SEC on December 23, 2004, incorporated herein by reference).
|
|
10
|
.32
|
|
Indemnity Agreement dated as of February 2006 by the Company and
The Rouse Company, LP. (previously filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2006 which was filed with the SEC on May 10, 2006,
incorporated herein by reference).
|
|
10
|
.33*
|
|
General Growth Properties, Inc. 1998 Incentive Stock Plan, as
amended (previously filed as Exhibit 10.1 to the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2005
which was filed with the SEC on August 8, 2005, incorporated
herein by reference).
|
|
10
|
.34*
|
|
Amendment dated November 8, 2006 and effective January 1, 2007
to General Growth Properties, Inc. 1998 Incentive Stock Plan
(previously filed as Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2006
which was filed with the SEC on November 8, 2006, incorporated
herein by reference).
|
|
10
|
.35*
|
|
Form of Option Agreement pursuant to 1998 Incentive Stock Plan
(previously filed as Exhibit 10.47 to the Annual Report on Form
10-K for the year ended December 31, 2004 which was filed with
the SEC on March 22, 2005, incorporated herein by reference).
|
|
10
|
.36*
|
|
General Growth Properties, Inc. 2003 Incentive Stock Plan, as
amended (previously filed as Exhibit 10.1 to the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2006
which was filed with the SEC on August 9, 2006, incorporated
herein by reference).
|
S-4
|
|
|
|
|
|
10
|
.37*
|
|
Amendment dated November 8, 2006 and effective January 1, 2007
to General Growth Properties, Inc. 2003 Incentive Stock Plan
(previously filed as Exhibit 10.2 to the Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2006
which was filed with the SEC on November 8, 2006, incorporated
herein by reference).
|
|
10
|
.38*
|
|
Form of Option Agreement pursuant to 2003 Incentive Stock Plan
(previously filed as Exhibit 10.48 to the Annual Report on Form
10-K for the year ended December 31, 2004 which was filed with
the SEC on March 22, 2005, incorporated herein by reference).
|
|
10
|
.39*
|
|
Form of Employee Restricted Stock Agreement pursuant to the 2003
Incentive Stock Plan (previously filed as Exhibit 10.2 to the
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2006 which was filed with the SEC on August 9, 2006,
incorporated herein by reference).
|
|
10
|
.40*
|
|
Form of Non-Employee Director Restricted Stock Agreement
pursuant to the 2003 Incentive Stock Plan (previously filed as
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2006 which was filed with the
SEC on August 9, 2006, incorporated herein by reference).
|
|
21
|
|
|
List of Subsidiaries (filed herewith).
|
|
23
|
.1
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
|
23
|
.2
|
|
Consent of KPMG LLP (filed herewith).
|
|
31
|
.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
31
|
.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
32
|
.1
|
|
Certification of Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
32
|
.2
|
|
Certification of Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
99
|
.1
|
|
Financial Statements of TRCLP, a wholly owned subsidiary of
GGPLP (filed herewith).
|
|
|
|
(*) |
|
A compensatory plan or arrangement required to be filed. |
Pursuant to Item 601(b)(4)(iii) of
Regulation S-K,
the registrant has not filed debt instruments relating to
long-term debt that is not registered and for which the total
amount of securities authorized thereunder does not exceed 10%
of total assets of the registrant and its subsidiaries on a
consolidated basis as of December 31, 2007. The registrant
agrees to furnish a copy of such agreements to the Commission
upon request.
S-5