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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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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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27-2963337
(I.R.S. Employer
Identification Number)
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110 N. Wacker Dr., Chicago, IL
(Address of principal executive offices)
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60606
(Zip Code)
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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, $.01 par value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Item No.
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Page
Number
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Top Retail Properties
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2014 Sales (all less anchors)
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2013 Sales (all less anchors)
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2014 Sales (<10,000 sq ft)
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2013 Sales (<10,000 sq ft)
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Sales Growth (all less anchors)
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Sales Growth (<10,000 sq ft)
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% of Company NOI
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|||||||||||
Top 10
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$
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3,877
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$
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3,489
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$
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1,485
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$
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1,290
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11.1
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%
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15.1
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%
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17.4
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%
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Top 30
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9,107
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8,596
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881
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827
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5.9
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%
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6.5
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%
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38.8
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%
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||||
Top 50
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12,976
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12,470
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759
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724
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4.1
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%
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4.8
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%
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57.1
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%
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Top 100
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18,896
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18,319
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603
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583
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3.1
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%
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3.4
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%
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90.7
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%
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Total Retail Properties
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20,518
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19,957
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570
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564
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2.8
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%
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1.1
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%
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100.0
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%
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74 Class A Retail Properties
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16,492
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15,949
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665
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640
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3.4
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%
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3.9
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%
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73.6
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%
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•
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acquired interests in five retail properties located in New York City, Miami, and Bellevue (WA) for total consideration of $690.2 million (excluding closing costs), which included equity of $405.5 million and the assumption of debt of $310.2 million (Note 3);
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sold interests in four assets for total consideration of $299.9 million, which resulted in a gain of $142.5 million. We used the proceeds from these transactions to repay debt of $132.9 million. Additionally, one property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $66.7 million and a reduction of property level debt of $79 million;
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transferred six office properties and cash for total consideration of $268.0 million in full settlement of our $322.0 million tax indemnification liability (Note 18);
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sold a 49% interest in Bayside Marketplace located in Miami to a joint venture partner for total consideration of $196 million; and
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acquired 27.6 million of our common shares at $20.12 per share for a total price of approximately $556 million.
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strategically locate tenants within each property to achieve a merchandising strategy that promotes cross-shopping and maximizes sales;
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introduce new concepts to the property which may include restaurants, theaters, and first-to-market retailers;
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invest capital to provide the right environment for our tenants and consumers, including aesthetic, technological, and infrastructure improvements; and
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ensure our properties are clean, secure and comfortable.
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we may not be able to obtain anchor store, mortgage lender and property partner approvals, if applicable, for expansion or development activities.
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restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of directors; and
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rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings.
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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 our 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; and
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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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limiting our ability to borrow significant additional amounts for working capital, capital expenditures, debt service requirements, execution of our business strategy or other purposes;
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•
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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 portion of these funds to service debt;
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increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given the portion of our indebtedness which bears interest at variable rates;
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limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and
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•
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giving secured lenders the ability to foreclose on our assets.
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Property
Count
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Property Name
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Location
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GGP
Ownership
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Total GLA
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Mall and
Freestanding GLA
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Retail
Percentage
Leased
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Anchors
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Consolidated Retail Properties
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1
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Ala Moana Center (1)
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Honolulu, HI
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100
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%
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2,182,317
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955,642
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99.3
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%
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Macy's, Neiman Marcus, Nordstrom, Bloomingdale's
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2
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Apache Mall (1)
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Rochester, MN
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100
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%
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778,076
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264,960
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98.6
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%
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Herberger's, JCPenney, Macy's, Scheel's
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3
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Augusta Mall (1)
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Augusta, GA
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100
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%
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1,101,170
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503,947
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97.8
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%
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Dillard's, JCPenney, Macy's, Sears
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Property
Count
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Property Name
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Location
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GGP
Ownership
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Total GLA
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Mall and
Freestanding GLA
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Retail
Percentage
Leased
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Anchors
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4
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Baybrook Mall
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Friendswood (Houston), TX
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100
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%
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1,260,994
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443,458
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99.3
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%
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Dillard's, JCPenney, Macy's, Sears
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5
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Beachwood Place
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Beachwood, OH
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100
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%
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909,127
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344,780
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97.1
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%
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Dillard's, Nordstrom, Saks Fifth Avenue
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6
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Bellis Fair
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Bellingham (Seattle), WA
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100
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%
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760,967
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422,657
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98.2
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%
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JCPenney, Kohl's, Macy's, Target
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7
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Boise Towne Square (1)
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Boise, ID
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100
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%
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1,210,423
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422,466
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96.2
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%
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Dillard's, JCPenney, Macy's, Sears, Kohl's
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8
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Brass Mill Center
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Waterbury, CT
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100
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%
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1,179,405
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444,588
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97.0
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%
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Burlington Coat Factory, JCPenney, Macy's, Sears
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9
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Coastland Center (1)
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Naples, FL
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100
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%
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928,074
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337,684
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98.0
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%
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Dillard's, JCPenney, Macy's, Sears
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10
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Columbia Mall
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Columbia, MO
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100
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%
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735,688
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314,628
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91.5
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%
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Dillard's, JCPenney, Sears, Target
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11
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Columbiana Centre
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Columbia, SC
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100
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%
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820,549
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268,995
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98.1
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%
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Belk, Dillard's, JCPenney
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12
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Coral Ridge Mall
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Coralville (Iowa City), IA
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100
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%
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1,062,503
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521,542
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99.4
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%
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Dillard's, JCPenney, Target, Younkers
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13
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Coronado Center (1)
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Albuquerque, NM
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100
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%
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1,092,513
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505,866
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99.9
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%
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JCPenney, Kohl's, Macy's, Sears
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14
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Crossroads Center
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St. Cloud, MN
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100
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%
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891,733
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368,291
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97.4
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%
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JCPenney, Macy's, Sears, Target
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15
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Cumberland Mall
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Atlanta, GA
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100
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%
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1,028,223
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380,239
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99.3
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%
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Costco, Macy's, Sears
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16
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Deerbrook Mall
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Humble (Houston), TX
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100
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%
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1,210,927
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557,387
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98.3
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%
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Dillard's, JCPenney, Macy's, Sears
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17
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Eastridge Mall WY
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Casper, WY
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100
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%
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564,928
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275,132
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95.7
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%
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JCPenney, Macy's, Sears, Target
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18
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Eastridge Mall CA
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San Jose, CA
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100
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%
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1,231,118
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558,857
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98.8
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%
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JCPenney, Macy's, Sears
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19
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Fashion Place (1)
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Murray, UT
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100
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%
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1,043,071
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442,293
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97.6
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%
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Dillard's, Nordstrom
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20
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Fashion Show
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Las Vegas, NV
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100
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%
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1,842,372
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709,084
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99.0
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%
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Dillard's, Macy's, Macy's Mens, Neiman Marcus, Nordstrom, Saks Fifth Avenue
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21
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Four Seasons Town Centre
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Greensboro, NC
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100
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%
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1,078,099
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436,083
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95.7
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%
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Belk, Dillard's, JCPenney
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22
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|
Fox River Mall
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Appleton, WI
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100
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%
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1,191,779
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|
|
596,865
|
|
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98.4
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%
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JCPenney, Macy's, Sears, Target, Younkers
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23
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Glenbrook Square
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Fort Wayne, IN
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100
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%
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1,225,364
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448,494
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|
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95.9
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%
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JCPenney, Macy's, Sears, Carson's
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24
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Governor's Square (1)
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Tallahassee, FL
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100
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%
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1,034,470
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342,865
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97.4
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%
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Dillard's, JCPenney, Macy's, Sears
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25
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Grand Teton Mall
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Idaho Falls, ID
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100
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%
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627,132
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|
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209,933
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93.8
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%
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Dillard's, JCPenney, Macy's, Sears
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26
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Greenwood Mall
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Bowling Green, KY
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100
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%
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850,436
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421,383
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|
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97.7
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%
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Dillard's, JCPenney, Macy's, Sears
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27
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Hulen Mall
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Ft. Worth, TX
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100
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%
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994,455
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|
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397,885
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94.8
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%
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Dillard's, Macy's, Sears
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28
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Jordan Creek Town Center
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West Des Moines, IA
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100
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%
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1,351,015
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|
|
748,175
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|
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99.1
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%
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Dillard's, Younkers
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29
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Lakeside Mall
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Sterling Heights, MI
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100
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%
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1,500,944
|
|
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480,226
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|
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87.4
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%
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JCPenney, Lord & Taylor, Macy's, Macy's Mens & Home, Sears
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30
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Lynnhaven Mall
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Virginia Beach, VA
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|
100
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%
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|
1,131,693
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600,301
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98.9
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%
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Dillard's, JCPenney, Macy's
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31
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Mall Of Louisiana
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Baton Rouge, LA
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100
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%
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|
1,572,700
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623,436
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|
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98.7
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%
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Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears
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32
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Mall St. Matthews
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Louisville, KY
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|
100
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%
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|
1,020,271
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|
|
506,136
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|
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97.9
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%
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|
Dillard's, Dillard's Men's & Home, JCPenney
|
33
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Market Place Shopping Center
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Champaign, IL
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|
100
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%
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|
947,699
|
|
|
411,953
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|
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97.8
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%
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Bergner's, JCPenney, Macy's,
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34
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Mayfair
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|
Wauwatosa (Milwaukee), WI
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|
100
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%
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|
1,527,260
|
|
|
574,959
|
|
|
97.3
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%
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|
Boston Store, Macy's, Nordstrom
|
35
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|
Meadows Mall
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|
Las Vegas, NV
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|
100
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%
|
|
944,573
|
|
|
307,720
|
|
|
97.2
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%
|
|
Dillard's, JCPenney, Macy's, Sears
|
36
|
|
Mondawmin Mall
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|
Baltimore, MD
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|
100
|
%
|
|
450,078
|
|
|
384,726
|
|
|
99.8
|
%
|
|
—
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Property
Count
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Property Name
|
|
Location
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|
GGP
Ownership
|
|
Total GLA
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Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
37
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|
Newgate Mall (1)
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|
Ogden (Salt Lake City), UT
|
|
100
|
%
|
|
669,522
|
|
|
331,729
|
|
|
95.9
|
%
|
|
Dillard's, Sears, Burlington Coat Factory
|
38
|
|
North Point Mall
|
|
Alpharetta (Atlanta), GA
|
|
100
|
%
|
|
1,330,216
|
|
|
427,215
|
|
|
90.4
|
%
|
|
Dillard's, JCPenney, Macy's, Sears, Von Maur
|
39
|
|
North Star Mall
|
|
San Antonio, TX
|
|
100
|
%
|
|
1,245,959
|
|
|
550,635
|
|
|
99.7
|
%
|
|
Dillard's, JCPenney, Macy's, Saks Fifth Avenue
|
40
|
|
Northridge Fashion Center
|
|
Northridge (Los Angeles), CA
|
|
100
|
%
|
|
1,460,619
|
|
|
636,176
|
|
|
98.5
|
%
|
|
JCPenney, Macy's, Sears
|
41
|
|
Northtown Mall (1)
|
|
Spokane, WA
|
|
100
|
%
|
|
914,472
|
|
|
395,592
|
|
|
91.9
|
%
|
|
JCPenney, Kohl's, Macy's, Sears
|
42
|
|
Oak View Mall
|
|
Omaha, NE
|
|
100
|
%
|
|
860,116
|
|
|
255,930
|
|
|
93.9
|
%
|
|
Dillard's, JCPenney, Sears, Younkers
|
43
|
|
Oakwood Center
|
|
Gretna, LA
|
|
100
|
%
|
|
911,220
|
|
|
397,192
|
|
|
97.8
|
%
|
|
Dillard's, JCPenney, Sears
|
44
|
|
Oakwood Mall
|
|
Eau Claire, WI
|
|
100
|
%
|
|
818,547
|
|
|
403,703
|
|
|
96.5
|
%
|
|
JCPenney, Macy's, Sears, Younkers
|
45
|
|
Oglethorpe Mall
|
|
Savannah, GA
|
|
100
|
%
|
|
942,942
|
|
|
406,358
|
|
|
97.1
|
%
|
|
Belk, JCPenney, Macy's, Sears
|
46
|
|
Oxmoor Center (1)
|
|
Louisville, KY
|
|
94
|
%
|
|
918,794
|
|
|
351,584
|
|
|
98.4
|
%
|
|
Macy's, Sears, Von Maur
|
47
|
|
Paramus Park (1)
|
|
Paramus, NJ
|
|
100
|
%
|
|
765,650
|
|
|
306,593
|
|
|
96.6
|
%
|
|
Macy's, Sears
|
48
|
|
Park City Center
|
|
Lancaster (Philadelphia), PA
|
|
100
|
%
|
|
1,444,595
|
|
|
541,430
|
|
|
96.0
|
%
|
|
The Bon Ton, Boscov's, JCPenney, Kohl's, Sears
|
49
|
|
Park Place
|
|
Tucson, AZ
|
|
100
|
%
|
|
1,051,044
|
|
|
469,587
|
|
|
98.3
|
%
|
|
Dillard's, Macy's, Sears
|
50
|
|
Peachtree Mall
|
|
Columbus, GA
|
|
100
|
%
|
|
725,848
|
|
|
290,633
|
|
|
94.8
|
%
|
|
Dillard's, JCPenney, Macy's
|
51
|
|
Pecanland Mall
|
|
Monroe, LA
|
|
100
|
%
|
|
964,641
|
|
|
349,205
|
|
|
97.6
|
%
|
|
Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears
|
52
|
|
Pembroke Lakes Mall
|
|
Pembroke Pines (Fort Lauderdale), FL
|
|
100
|
%
|
|
1,134,700
|
|
|
353,425
|
|
|
99.9
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears
|
53
|
|
Pioneer Place (1)
|
|
Portland, OR
|
|
100
|
%
|
|
635,860
|
|
|
348,235
|
|
|
90.3
|
%
|
|
—
|
54
|
|
Prince Kuhio Plaza (1)
|
|
Hilo, HI
|
|
100
|
%
|
|
507,120
|
|
|
320,700
|
|
|
96.6
|
%
|
|
Macy's, Sears
|
55
|
|
Providence Place (1)
|
|
Providence, RI
|
|
94
|
%
|
|
1,252,351
|
|
|
734,231
|
|
|
99.8
|
%
|
|
JCPenney, Macy's, Nordstrom
|
56
|
|
Provo Towne Centre (1)
|
|
Provo, UT
|
|
75
|
%
|
|
792,056
|
|
|
300,337
|
|
|
86.9
|
%
|
|
Dillard's, JCPenney, Sears
|
57
|
|
Quail Springs Mall
|
|
Oklahoma City, OK
|
|
100
|
%
|
|
1,116,053
|
|
|
450,457
|
|
|
95.4
|
%
|
|
Dillard's, JCPenney, Macy's, Von Maur
|
58
|
|
Red Cliffs Mall
|
|
St. George, UT
|
|
100
|
%
|
|
442,354
|
|
|
150,019
|
|
|
99.7
|
%
|
|
Dillard's, JCPenney, Sears
|
59
|
|
Ridgedale Center
|
|
Minnetonka, MN
|
|
100
|
%
|
|
1,230,318
|
|
|
305,715
|
|
|
93.8
|
%
|
|
JCPenney, Sears, Macy's, Nordstrom
|
60
|
|
River Hills Mall
|
|
Mankato, MN
|
|
100
|
%
|
|
717,531
|
|
|
353,589
|
|
|
92.4
|
%
|
|
Herberger's, JCPenney, Sears, Target
|
61
|
|
Rivertown Crossings
|
|
Grandville (Grand Rapids), MI
|
|
100
|
%
|
|
1,267,529
|
|
|
631,904
|
|
|
97.5
|
%
|
|
JCPenney, Kohl's, Macy's, Sears, Younkers
|
62
|
|
Rogue Valley Mall
|
|
Medford (Portland), OR
|
|
100
|
%
|
|
636,850
|
|
|
279,866
|
|
|
85.2
|
%
|
|
JCPenney, Kohl's, Macy's, Macy's Home Store
|
63
|
|
Sooner Mall
|
|
Norman, OK
|
|
100
|
%
|
|
487,774
|
|
|
220,869
|
|
|
99.5
|
%
|
|
Dillard's, JCPenney, Sears
|
64
|
|
Southwest Plaza (2)
|
|
Littleton, CO
|
|
100
|
%
|
|
1,204,275
|
|
|
503,977
|
|
|
89.1
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
65
|
|
Spokane Valley Mall (1)
|
|
Spokane, WA
|
|
75
|
%
|
|
866,196
|
|
|
350,585
|
|
|
95.2
|
%
|
|
JCPenney, Macy's, Sears
|
66
|
|
Staten Island Mall
|
|
Staten Island, NY
|
|
100
|
%
|
|
1,261,345
|
|
|
529,664
|
|
|
97.9
|
%
|
|
Macy's, Sears, JCPenney
|
67
|
|
Stonestown Galleria
|
|
San Francisco, CA
|
|
100
|
%
|
|
835,635
|
|
|
407,342
|
|
|
99.8
|
%
|
|
Macy's, Nordstrom
|
68
|
|
The Crossroads
|
|
Portage (Kalamazoo), MI
|
|
100
|
%
|
|
769,262
|
|
|
266,301
|
|
|
95.5
|
%
|
|
Burlington Coat Factory, JCPenney, Macy's, Sears
|
69
|
|
The Gallery At Harborplace (1)
|
|
Baltimore, MD
|
|
100
|
%
|
|
414,788
|
|
|
131,467
|
|
|
89.1
|
%
|
|
—
|
70
|
|
The Maine Mall (1)
|
|
South Portland, ME
|
|
100
|
%
|
|
1,005,417
|
|
|
506,311
|
|
|
99.3
|
%
|
|
The Bon Ton, JCPenney, Macy's, Sears
|
71
|
|
The Mall In Columbia
|
|
Columbia, MD
|
|
100
|
%
|
|
1,434,541
|
|
|
634,373
|
|
|
98.9
|
%
|
|
JCPenney, Lord & Taylor, Macy's, Nordstrom, Sears
|
Property
Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
72
|
|
The Oaks Mall
|
|
Gainesville, FL
|
|
100
|
%
|
|
902,540
|
|
|
344,673
|
|
|
94.1
|
%
|
|
Belk, Dillard's, JCPenney, Macy's, Sears
|
73
|
|
The Parks At Arlington
|
|
Arlington (Dallas), TX
|
|
100
|
%
|
|
1,510,385
|
|
|
761,440
|
|
|
98.8
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
74
|
|
The Shoppes At Buckland Hills
|
|
Manchester, CT
|
|
100
|
%
|
|
1,064,140
|
|
|
551,529
|
|
|
93.8
|
%
|
|
JCPenney, Macy's, Macy's Mens & Home, Sears
|
75
|
|
The Shops At Fallen Timbers
|
|
Maumee, OH
|
|
100
|
%
|
|
606,056
|
|
|
344,554
|
|
|
96.1
|
%
|
|
Dillard's, JCPenney
|
76
|
|
The Shops at La Cantera
|
|
San Antonio, TX
|
|
75
|
%
|
|
1,315,477
|
|
|
617,702
|
|
|
97.7
|
%
|
|
Dillard's, Macy's, Neiman Marcus, Nordstrom
|
77
|
|
The Streets At Southpoint
|
|
Durham, NC
|
|
94
|
%
|
|
1,334,710
|
|
|
608,363
|
|
|
99.2
|
%
|
|
Hudson Belk, JCPenney, Macy's, Nordstrom, Sears
|
78
|
|
The Woodlands Mall
|
|
Woodlands (Houston), TX
|
|
100
|
%
|
|
1,377,748
|
|
|
624,839
|
|
|
99.5
|
%
|
|
Dillard's, JCPenney, Macy's, Nordstrom
|
79
|
|
Town East Mall
|
|
Mesquite (Dallas), TX
|
|
100
|
%
|
|
1,222,792
|
|
|
413,406
|
|
|
98.6
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
80
|
|
Tucson Mall (1)
|
|
Tucson, AZ
|
|
100
|
%
|
|
1,278,230
|
|
|
609,467
|
|
|
96.8
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
81
|
|
Tysons Galleria (1)
|
|
McLean (Washington, D.C.), VA
|
|
100
|
%
|
|
820,209
|
|
|
308,276
|
|
|
96.3
|
%
|
|
Macy's, Neiman Marcus, Saks Fifth Avenue
|
82
|
|
Valley Plaza Mall
|
|
Bakersfield, CA
|
|
100
|
%
|
|
1,177,462
|
|
|
520,494
|
|
|
99.3
|
%
|
|
JCPenney, Macy's, Sears, Target
|
83
|
|
Visalia Mall
|
|
Visalia, CA
|
|
100
|
%
|
|
429,679
|
|
|
172,679
|
|
|
96.2
|
%
|
|
JCPenney, Macy's
|
84
|
|
Westlake Center
|
|
Seattle, WA
|
|
100
|
%
|
|
108,937
|
|
|
108,937
|
|
|
97.3
|
%
|
|
—
|
85
|
|
Westroads Mall
|
|
Omaha, NE
|
|
100
|
%
|
|
1,046,862
|
|
|
517,826
|
|
|
98.3
|
%
|
|
JCPenney, Von Maur, Younkers
|
86
|
|
White Marsh Mall
|
|
Baltimore, MD
|
|
100
|
%
|
|
1,161,444
|
|
|
438,090
|
|
|
97.9
|
%
|
|
JCPenney, Macy's, Macy's Home Store, Sears, Boscov's
|
87
|
|
Willowbrook (1)
|
|
Wayne, NJ
|
|
100
|
%
|
|
1,520,406
|
|
|
490,346
|
|
|
100.0
|
%
|
|
Bloomingdale's, Lord & Taylor, Macy's, Sears
|
88
|
|
Woodbridge Center
|
|
Woodbridge, NJ
|
|
100
|
%
|
|
1,667,136
|
|
|
650,462
|
|
|
96.6
|
%
|
|
Boscov's, JCPenney, Lord & Taylor, Macy's, Sears
|
89
|
|
200 Lafayette
|
|
New York, NY
|
|
100
|
%
|
|
115,104
|
|
|
31,328
|
|
|
100.0
|
%
|
|
—
|
90
|
|
830 N. Michigan Ave.
|
|
Chicago, IL
|
|
100
|
%
|
|
121,637
|
|
|
121,637
|
|
|
100.0
|
%
|
|
—
|
|
|
|
|
Total Consolidated Retail Properties
|
|
91,099,240
|
|
|
38,662,613
|
|
|
|
|
|
||||
Unconsolidated Retail Properties
|
|
|
|
|
|
|
|
|
|
|
||||||||
91
|
|
Alderwood
|
|
Lynnwood (Seattle), WA
|
|
50
|
%
|
|
1,321,928
|
|
|
576,934
|
|
|
97.4
|
%
|
|
JCPenney, Macy's, Nordstrom, Sears
|
92
|
|
Altamonte Mall
|
|
Altamonte Springs (Orlando), FL
|
|
50
|
%
|
|
1,160,335
|
|
|
481,787
|
|
|
95.8
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
93
|
|
Bayside Marketplace (1)
|
|
Miami, FL
|
|
51
|
%
|
|
217,523
|
|
|
216,420
|
|
|
98.5
|
%
|
|
—
|
94
|
|
Bridgewater Commons
|
|
Bridgewater, NJ
|
|
35
|
%
|
|
987,677
|
|
|
396,017
|
|
|
98.4
|
%
|
|
Bloomingdale's, Lord & Taylor, Macy's
|
95
|
|
Carolina Place
|
|
Pineville (Charlotte), NC
|
|
50
|
%
|
|
1,159,892
|
|
|
386,390
|
|
|
96.9
|
%
|
|
Belk, Dillard's, JCPenney, Macy's, Sears
|
96
|
|
Christiana Mall (1)
|
|
Newark, DE
|
|
50
|
%
|
|
1,267,009
|
|
|
625,697
|
|
|
99.0
|
%
|
|
JCPenney, Macy's, Nordstrom, Target
|
97
|
|
Clackamas Town Center
|
|
Happy Valley, OR
|
|
50
|
%
|
|
1,404,794
|
|
|
629,952
|
|
|
96.8
|
%
|
|
JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears
|
98
|
|
First Colony Mall
|
|
Sugar Land, TX
|
|
50
|
%
|
|
1,125,319
|
|
|
506,271
|
|
|
97.6
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney, Macy's
|
99
|
|
Florence Mall
|
|
Florence (Cincinnati, OH), KY
|
|
50
|
%
|
|
941,107
|
|
|
388,700
|
|
|
92.4
|
%
|
|
JCPenney, Macy's, Macy's Home Store, Sears
|
100
|
|
Galleria At Tyler (1)
|
|
Riverside, CA
|
|
50
|
%
|
|
1,012,949
|
|
|
544,741
|
|
|
99.8
|
%
|
|
JCPenney, Macy's, Nordstrom
|
101
|
|
Glendale Galleria (1)
|
|
Glendale, CA
|
|
50
|
%
|
|
1,330,737
|
|
|
504,149
|
|
|
98.6
|
%
|
|
JCPenney, Macy's, Target, Bloomingdale's
|
102
|
|
Kenwood Towne Centre (1)
|
|
Cincinnati, OH
|
|
50
|
%
|
|
1,161,477
|
|
|
520,156
|
|
|
100.0
|
%
|
|
Dillard's, Macy's, Nordstrom
|
103
|
|
Mizner Park (1)
|
|
Boca Raton, FL
|
|
47
|
%
|
|
521,636
|
|
|
177,615
|
|
|
94.4
|
%
|
|
Lord & Taylor
|
Property
Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
104
|
|
Natick Mall
|
|
Natick (Boston), MA
|
|
50
|
%
|
|
1,695,159
|
|
|
747,509
|
|
|
97.0
|
%
|
|
JCPenney, Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom
|
105
|
|
Neshaminy Mall
|
|
Bensalem, PA
|
|
50
|
%
|
|
1,017,515
|
|
|
410,526
|
|
|
96.8
|
%
|
|
Boscov's, Macy's, Sears
|
106
|
|
Northbrook Court
|
|
Northbrook (Chicago), IL
|
|
50
|
%
|
|
1,013,978
|
|
|
477,701
|
|
|
95.7
|
%
|
|
Lord & Taylor, Macy's, Neiman Marcus
|
107
|
|
Oakbrook Center
|
|
Oak Brook (Chicago), IL
|
|
48
|
%
|
|
2,187,807
|
|
|
874,571
|
|
|
98.0
|
%
|
|
Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears
|
108
|
|
Otay Ranch Town Center
|
|
Chula Vista (San Diego), CA
|
|
50
|
%
|
|
638,200
|
|
|
498,200
|
|
|
96.0
|
%
|
|
Macy's
|
109
|
|
Park Meadows
|
|
Lone Tree, CO
|
|
35
|
%
|
|
1,580,041
|
|
|
757,041
|
|
|
98.6
|
%
|
|
Dillard's, JCPenney, Macy's, Nordstrom
|
110
|
|
Perimeter Mall
|
|
Atlanta, GA
|
|
50
|
%
|
|
1,557,834
|
|
|
504,560
|
|
|
99.0
|
%
|
|
Dillard's, Macy's, Nordstrom, Von Maur
|
111
|
|
Pinnacle Hills Promenade
|
|
Rogers, AR
|
|
50
|
%
|
|
1,173,527
|
|
|
359,092
|
|
|
94.0
|
%
|
|
Dillard's, JCPenney
|
112
|
|
Plaza Frontenac
|
|
St. Louis, MO
|
|
55
|
%
|
|
484,871
|
|
|
224,158
|
|
|
98.2
|
%
|
|
Neiman Marcus, Saks Fifth Avenue
|
113
|
|
Riverchase Galleria
|
|
Hoover (Birmingham), AL
|
|
50
|
%
|
|
1,502,634
|
|
|
562,576
|
|
|
96.2
|
%
|
|
Belk, JCPenney, Macy's, Sears, Von Maur
|
114
|
|
Saint Louis Galleria (3)
|
|
St. Louis, MO
|
|
74
|
%
|
|
1,161,070
|
|
|
447,018
|
|
|
97.2
|
%
|
|
Dillard's, Macy's, Nordstrom
|
115
|
|
Stonebriar Centre
|
|
Frisco (Dallas), TX
|
|
50
|
%
|
|
1,710,689
|
|
|
845,497
|
|
|
98.7
|
%
|
|
Dillard's, JCPenney, Macy's, Nordstrom, Sears
|
116
|
|
The Grand Canal Shoppes (1)
|
|
Las Vegas, NV
|
|
50
|
%
|
|
745,632
|
|
|
626,475
|
|
|
99.1
|
%
|
|
Barneys New York
|
117
|
|
The Shops at Bravern
|
|
Bellevue, WA
|
|
40
|
%
|
|
244,869
|
|
|
120,232
|
|
|
91.2
|
%
|
|
Neiman Marcus
|
118
|
|
The Shoppes At River Crossing
|
|
Macon, GA
|
|
50
|
%
|
|
710,752
|
|
|
377,533
|
|
|
97.1
|
%
|
|
Belk, Dillard's
|
119
|
|
Towson Town Center
|
|
Towson, MD
|
|
35
|
%
|
|
1,022,864
|
|
|
603,735
|
|
|
95.6
|
%
|
|
Macy's, Nordstrom
|
120
|
|
Village Of Merrick Park (1)
|
|
Coral Gables, FL
|
|
55
|
%
|
|
840,526
|
|
|
409,263
|
|
|
95.7
|
%
|
|
Neiman Marcus, Nordstrom
|
121
|
|
Water Tower Place
|
|
Chicago, IL
|
|
47
|
%
|
|
791,785
|
|
|
406,848
|
|
|
97.9
|
%
|
|
Macy's
|
122
|
|
Whaler's Village
|
|
Lahaina, HI
|
|
50
|
%
|
|
103,959
|
|
|
103,959
|
|
|
96.5
|
%
|
|
—
|
123
|
|
Willowbrook Mall
|
|
Houston, TX
|
|
50
|
%
|
|
1,444,161
|
|
|
459,789
|
|
|
97.7
|
%
|
|
Dillard's, JCPenney, Macy's, Macy's Mens, Sears
|
124
|
|
522 Fifth Avenue
|
|
New York, NY
|
|
10
|
%
|
|
7,978
|
|
|
7,978
|
|
|
100
|
%
|
|
—
|
125
|
|
530 Fifth Avenue
|
|
New York, NY
|
|
50
|
%
|
|
57,720
|
|
|
57,720
|
|
|
54.1
|
%
|
|
—
|
126
|
|
685 Fifth Avenue
|
|
New York, NY
|
|
50
|
%
|
|
121,123
|
|
|
26,311
|
|
|
100
|
%
|
|
—
|
127
|
|
Miami Design District (4)
|
|
Miami, FL
|
|
12.5
|
%
|
|
589,487
|
|
|
503,455
|
|
|
52
|
%
|
|
—
|
128
|
|
Union Square
|
|
San Francisco, CA
|
|
50
|
%
|
|
58,986
|
|
|
39,479
|
|
|
100
|
%
|
|
—
|
|
|
|
|
Total Unconsolidated Retail Properties
|
|
|
|
36,075,550
|
|
|
16,406,055
|
|
|
|
|
|
||
|
|
|
|
Total Retail Properties
|
|
|
|
127,174,790
|
|
|
55,068,668
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
STRIP CENTERS & OTHER RETAIL
|
||||||||||||||||||
Property Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and Freestanding
GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
1
|
|
Lake Mead & Buffalo (5)
|
|
Las Vegas, NV
|
|
50
|
%
|
|
150,948
|
|
|
64,991
|
|
|
95.8
|
%
|
|
—
|
2
|
|
Lockport Mall
|
|
Lockport, NY
|
|
100
|
%
|
|
9,114
|
|
|
—
|
|
|
100.0
|
%
|
|
—
|
3
|
|
The Trails Village Center (5)
|
|
Las Vegas, NV
|
|
50
|
%
|
|
174,644
|
|
|
—
|
|
|
95.7
|
%
|
|
—
|
4
|
|
Shopping Leblon (6)
|
|
Rio de Janeiro, Brazil
|
|
35
|
%
|
|
249,343
|
|
|
249,343
|
|
|
96.6
|
%
|
|
—
|
Property
Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
5
|
|
Owings Mills Mall (7)
|
|
Owings Mills, MD
|
|
51
|
%
|
|
1,085,054
|
|
|
438,017
|
|
|
34.0
|
%
|
|
JCPenney, Macy's
|
|
|
|
|
Total Strip and Other Retail
|
|
1,669,103
|
|
|
752,351
|
|
|
|
|
|
(3)
|
Ownership of Saint Louis Galleria is more than 50% but management decisions are decided by the joint venture and the entity is unconsolidated for reporting purposes.
|
Name
|
|
GGP
Ownership
|
|
Proportionate
Balance(1)
|
|
Maturity
Year(2)
|
|
Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2014(3)
|
|||||
Fixed Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Consolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Boise Towne Plaza
|
|
100
|
%
|
|
$
|
8,965
|
|
|
2015
|
|
$
|
8,765
|
|
|
4.70%
|
|
No
|
Paramus Park
|
|
100
|
%
|
|
92,095
|
|
|
2015
|
|
90,242
|
|
|
4.86%
|
|
No
|
||
Peachtree Mall
|
|
100
|
%
|
|
78,226
|
|
|
2015
|
|
77,085
|
|
|
5.08%
|
|
No
|
||
Quail Springs Mall
|
|
100
|
%
|
|
67,517
|
|
|
2015
|
|
66,864
|
|
|
6.74%
|
|
No
|
||
The Shops at La Cantera
|
|
75
|
%
|
|
118,345
|
|
|
2015
|
|
117,345
|
|
|
5.95%
|
|
No
|
||
Brass Mill Center
|
|
100
|
%
|
|
99,814
|
|
|
2016
|
|
93,347
|
|
|
4.55%
|
|
No
|
||
Glenbrook Square
|
|
100
|
%
|
|
154,352
|
|
|
2016
|
|
141,325
|
|
|
4.91%
|
|
No
|
||
Lakeside Mall
|
|
100
|
%
|
|
154,011
|
|
|
2016
|
|
144,451
|
|
|
4.28%
|
|
No
|
||
Ridgedale Center
|
|
100
|
%
|
|
154,646
|
|
|
2016
|
|
143,281
|
|
|
4.86%
|
|
No
|
||
Apache Mall
|
|
100
|
%
|
|
96,151
|
|
|
2017
|
|
91,402
|
|
|
4.32%
|
|
No
|
||
Beachwood Place
|
|
100
|
%
|
|
213,432
|
|
|
2017
|
|
190,177
|
|
|
5.60%
|
|
No
|
||
Eastridge (CA)
|
|
100
|
%
|
|
142,933
|
|
|
2017
|
|
127,418
|
|
|
5.79%
|
|
Yes - Partial
|
||
Four Seasons Town Centre
|
|
100
|
%
|
|
82,915
|
|
|
2017
|
|
72,532
|
|
|
5.60%
|
|
No
|
||
Mall of Louisiana
|
|
100
|
%
|
|
211,522
|
|
|
2017
|
|
191,409
|
|
|
5.82%
|
|
No
|
||
Provo Towne Center (4)
|
|
75
|
%
|
|
30,246
|
|
|
2017
|
|
28,886
|
|
|
4.53%
|
|
No
|
||
Hulen Mall
|
|
100
|
%
|
|
127,529
|
|
|
2018
|
|
118,702
|
|
|
4.25%
|
|
No
|
||
The Gallery at Harborplace - Other
|
|
100
|
%
|
|
7,210
|
|
|
2018
|
|
190
|
|
|
6.05%
|
|
No
|
||
Coronado Center
|
|
100
|
%
|
|
197,534
|
|
|
2019
|
|
180,278
|
|
|
3.50%
|
|
No
|
||
Governor's Square
|
|
100
|
%
|
|
70,506
|
|
|
2019
|
|
66,488
|
|
|
6.69%
|
|
No
|
||
Oak View Mall
|
|
100
|
%
|
|
78,966
|
|
|
2019
|
|
74,467
|
|
|
6.69%
|
|
No
|
||
Park City Center
|
|
100
|
%
|
|
187,362
|
|
|
2019
|
|
172,224
|
|
|
5.34%
|
|
No
|
||
Fashion Place
|
|
100
|
%
|
|
226,730
|
|
|
2020
|
|
226,730
|
|
|
3.64%
|
|
No
|
||
Mall St. Matthews
|
|
100
|
%
|
|
186,662
|
|
|
2020
|
|
170,305
|
|
|
2.72%
|
|
No
|
||
Newgate Mall
|
|
100
|
%
|
|
58,000
|
|
|
2020
|
|
58,000
|
|
|
3.69%
|
|
No
|
||
The Mall In Columbia
|
|
100
|
%
|
|
350,000
|
|
|
2020
|
|
316,928
|
|
|
3.95%
|
|
No
|
||
Town East Mall
|
|
100
|
%
|
|
160,270
|
|
|
2020
|
|
160,270
|
|
|
3.57%
|
|
No
|
||
Tucson Mall
|
|
100
|
%
|
|
246,000
|
|
|
2020
|
|
246,000
|
|
|
4.01%
|
|
No
|
||
Tysons Galleria
|
|
100
|
%
|
|
318,100
|
|
|
2020
|
|
282,081
|
|
|
4.06%
|
|
No
|
||
Visalia Mall
|
|
100
|
%
|
|
74,000
|
|
|
2020
|
|
74,000
|
|
|
3.71%
|
|
No
|
||
Deerbrook Mall
|
|
100
|
%
|
|
145,934
|
|
|
2021
|
|
127,934
|
|
|
5.25%
|
|
No
|
||
Fashion Show - Other
|
|
100
|
%
|
|
4,570
|
|
|
2021
|
|
1,577
|
|
|
6.06%
|
|
Yes - Full
|
||
Fox River Mall
|
|
100
|
%
|
|
178,063
|
|
|
2021
|
|
156,373
|
|
|
5.46%
|
|
No
|
||
Northridge Fashion Center
|
|
100
|
%
|
|
237,466
|
|
|
2021
|
|
207,503
|
|
|
5.10%
|
|
No
|
||
Oxmoor Center
|
|
94
|
%
|
|
85,318
|
|
|
2021
|
|
74,781
|
|
|
5.37%
|
|
No
|
||
Park Place
|
|
100
|
%
|
|
189,665
|
|
|
2021
|
|
165,815
|
|
|
5.18%
|
|
No
|
||
Providence Place
|
|
94
|
%
|
|
342,702
|
|
|
2021
|
|
302,577
|
|
|
5.65%
|
|
No
|
||
Rivertown Crossings
|
|
100
|
%
|
|
160,861
|
|
|
2021
|
|
141,356
|
|
|
5.52%
|
|
No
|
||
Westlake Center - Land
|
|
100
|
%
|
|
2,437
|
|
|
2021
|
|
2,437
|
|
|
12.90%
|
|
Yes - Full
|
||
White Marsh Mall
|
|
100
|
%
|
|
190,000
|
|
|
2021
|
|
190,000
|
|
|
3.66%
|
|
No
|
||
Ala Moana Center
|
|
100
|
%
|
|
1,400,000
|
|
|
2022
|
|
1,400,000
|
|
|
4.23%
|
|
No
|
||
Bellis Fair
|
|
100
|
%
|
|
89,778
|
|
|
2022
|
|
77,060
|
|
|
5.23%
|
|
No
|
||
Coastland Center
|
|
100
|
%
|
|
125,063
|
|
|
2022
|
|
102,621
|
|
|
3.76%
|
|
No
|
||
Coral Ridge Mall
|
|
100
|
%
|
|
110,155
|
|
|
2022
|
|
98,394
|
|
|
5.71%
|
|
No
|
||
Greenwood Mall
|
|
100
|
%
|
|
63,000
|
|
|
2022
|
|
57,469
|
|
|
4.19%
|
|
No
|
||
North Star Mall
|
|
100
|
%
|
|
325,946
|
|
|
2022
|
|
270,113
|
|
|
3.93%
|
|
No
|
||
Rogue Valley Mall
|
|
100
|
%
|
|
55,000
|
|
|
2022
|
|
48,245
|
|
|
4.50%
|
|
No
|
||
Spokane Valley Mall (4)
|
|
75
|
%
|
|
45,410
|
|
|
2022
|
|
38,484
|
|
|
4.65%
|
|
No
|
||
The Gallery at Harborplace
|
|
100
|
%
|
|
79,055
|
|
|
2022
|
|
68,096
|
|
|
5.24%
|
|
No
|
||
The Oaks Mall
|
|
100
|
%
|
|
134,253
|
|
|
2022
|
|
112,842
|
|
|
4.55%
|
|
No
|
||
The Shoppes at Buckland Hills
|
|
100
|
%
|
|
124,961
|
|
|
2022
|
|
107,820
|
|
|
5.19%
|
|
No
|
Name
|
|
GGP
Ownership
|
|
Proportionate
Balance(1)
|
|
Maturity
Year(2)
|
|
Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2014(3)
|
|||||
The Streets at Southpoint
|
|
94
|
%
|
|
243,094
|
|
|
2022
|
|
207,909
|
|
|
4.36%
|
|
No
|
||
Westroads Mall
|
|
100
|
%
|
|
151,638
|
|
|
2022
|
|
127,455
|
|
|
4.55%
|
|
No
|
||
Augusta Mall
|
|
100
|
%
|
|
170,000
|
|
|
2023
|
|
170,000
|
|
|
4.36%
|
|
No
|
||
Boise Towne Square
|
|
100
|
%
|
|
$
|
132,841
|
|
|
2023
|
|
$
|
106,372
|
|
|
4.79%
|
|
No
|
Crossroads Center (MN)
|
|
100
|
%
|
|
103,785
|
|
|
2023
|
|
83,026
|
|
|
3.25%
|
|
No
|
||
Cumberland Mall
|
|
100
|
%
|
|
160,000
|
|
|
2023
|
|
160,000
|
|
|
3.67%
|
|
No
|
||
Meadows Mall
|
|
100
|
%
|
|
159,032
|
|
|
2023
|
|
118,726
|
|
|
3.96%
|
|
No
|
||
Oglethorpe Mall
|
|
100
|
%
|
|
150,000
|
|
|
2023
|
|
136,166
|
|
|
3.90%
|
|
No
|
||
Pecanland Mall
|
|
100
|
%
|
|
90,000
|
|
|
2023
|
|
75,750
|
|
|
3.88%
|
|
No
|
||
Prince Kuhio Plaza
|
|
100
|
%
|
|
43,930
|
|
|
2023
|
|
35,974
|
|
|
4.10%
|
|
No
|
||
Staten Island Mall
|
|
100
|
%
|
|
258,187
|
|
|
2023
|
|
206,942
|
|
|
4.77%
|
|
No
|
||
Stonestown Galleria
|
|
100
|
%
|
|
180,000
|
|
|
2023
|
|
164,720
|
|
|
4.39%
|
|
No
|
||
The Crossroads (MI)
|
|
100
|
%
|
|
98,427
|
|
|
2023
|
|
80,833
|
|
|
4.42%
|
|
No
|
||
The Woodlands
|
|
100
|
%
|
|
255,242
|
|
|
2023
|
|
207,057
|
|
|
5.04%
|
|
No
|
||
Baybrook Mall
|
|
100
|
%
|
|
250,000
|
|
|
2024
|
|
212,423
|
|
|
5.52%
|
|
No
|
||
Fashion Show
|
|
100
|
%
|
|
835,000
|
|
|
2024
|
|
835,000
|
|
|
4.03%
|
|
No
|
||
Jordan Creek Town Center
|
|
100
|
%
|
|
216,782
|
|
|
2024
|
|
177,448
|
|
|
4.37%
|
|
No
|
||
The Maine Mall
|
|
100
|
%
|
|
235,000
|
|
|
2024
|
|
235,000
|
|
|
4.66%
|
|
No
|
||
The Parks At Arlington
|
|
100
|
%
|
|
250,000
|
|
|
2024
|
|
212,687
|
|
|
5.57%
|
|
No
|
||
Woodbridge Center
|
|
100
|
%
|
|
250,000
|
|
|
2024
|
|
220,726
|
|
|
4.80%
|
|
No
|
||
Pembroke Lakes Mall
|
|
100
|
%
|
|
260,000
|
|
|
2025
|
|
260,000
|
|
|
3.56%
|
|
No
|
||
Valley Plaza Mall
|
|
100
|
%
|
|
240,000
|
|
|
2025
|
|
206,847
|
|
|
3.75%
|
|
No
|
||
Willowbrook Mall
|
|
100
|
%
|
|
360,000
|
|
|
2025
|
|
360,000
|
|
|
3.55%
|
|
No
|
||
North Point Mall
|
|
100
|
%
|
|
250,000
|
|
|
2026
|
|
218,205
|
|
|
4.54%
|
|
No
|
||
Providence Place - Other
|
|
94
|
%
|
|
37,165
|
|
|
2028
|
|
2,247
|
|
|
7.75%
|
|
No
|
||
Provo Towne Center Land
|
|
75
|
%
|
|
2,249
|
|
|
2095
|
|
37
|
|
|
10.00%
|
|
Yes - Full
|
||
Consolidated Property Level
|
|
|
|
$
|
13,466,048
|
|
|
|
|
$
|
12,304,239
|
|
|
4.52%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alderwood
|
|
50
|
%
|
|
121,717
|
|
|
2015
|
|
120,409
|
|
|
6.65%
|
|
No
|
||
Shane Plaza
|
|
50
|
%
|
|
3,006
|
|
|
2016
|
|
2,944
|
|
|
5.56%
|
|
No
|
||
Riverchase Galleria (5)
|
|
50
|
%
|
|
152,500
|
|
|
2017
|
|
152,500
|
|
|
3.86%
|
|
No
|
||
The Shops at Bravern
|
|
40
|
%
|
|
21,298
|
|
|
2017
|
|
20,273
|
|
|
3.86%
|
|
No
|
||
Plaza Frontenac
|
|
55
|
%
|
|
28,600
|
|
|
2018
|
|
28,600
|
|
|
3.04%
|
|
No
|
||
Saint Louis Galleria
|
|
74
|
%
|
|
158,262
|
|
|
2018
|
|
158,262
|
|
|
3.44%
|
|
No
|
||
First Colony Mall
|
|
50
|
%
|
|
92,256
|
|
|
2019
|
|
84,321
|
|
|
4.50%
|
|
No
|
||
Natick Mall
|
|
50
|
%
|
|
225,000
|
|
|
2019
|
|
209,699
|
|
|
4.60%
|
|
No
|
||
The Grand Canal Shoppes
|
|
50
|
%
|
|
313,125
|
|
|
2019
|
|
313,125
|
|
|
4.24%
|
|
No
|
||
Christiana Mall
|
|
50
|
%
|
|
117,495
|
|
|
2020
|
|
108,697
|
|
|
5.10%
|
|
No
|
||
Kenwood Towne Centre
|
|
70
|
%
|
|
155,198
|
|
|
2020
|
|
137,191
|
|
|
5.37%
|
|
No
|
||
Oakbrook Center
|
|
48
|
%
|
|
202,725
|
|
|
2020
|
|
202,725
|
|
|
3.66%
|
|
No
|
||
Water Tower Place
|
|
47
|
%
|
|
182,353
|
|
|
2020
|
|
171,026
|
|
|
4.36%
|
|
No
|
||
Northbrook Court
|
|
50
|
%
|
|
65,410
|
|
|
2021
|
|
56,811
|
|
|
4.25%
|
|
No
|
||
Village of Merrick Park
|
|
55
|
%
|
|
96,900
|
|
|
2021
|
|
85,797
|
|
|
5.73%
|
|
No
|
||
Whaler's Village
|
|
50
|
%
|
|
40,000
|
|
|
2021
|
|
40,000
|
|
|
5.42%
|
|
No
|
||
Willowbrook Mall (TX)
|
|
50
|
%
|
|
101,740
|
|
|
2021
|
|
88,965
|
|
|
5.13%
|
|
No
|
||
Bridgewater Commons
|
|
35
|
%
|
|
105,000
|
|
|
2022
|
|
105,000
|
|
|
3.34%
|
|
No
|
||
Clackamas Town Center
|
|
50
|
%
|
|
108,000
|
|
|
2022
|
|
108,000
|
|
|
4.18%
|
|
No
|
||
Florence Mall
|
|
50
|
%
|
|
45,000
|
|
|
2022
|
|
45,000
|
|
|
4.15%
|
|
No
|
||
Carolina Place
|
|
50
|
%
|
|
87,500
|
|
|
2023
|
|
75,542
|
|
|
3.84%
|
|
No
|
||
Galleria at Tyler
|
|
50
|
%
|
|
95,245
|
|
|
2023
|
|
76,716
|
|
|
5.05%
|
|
No
|
||
Lake Mead and Buffalo
|
|
50
|
%
|
|
2,069
|
|
|
2023
|
|
27
|
|
|
7.20%
|
|
No
|
||
Park Meadows
|
|
35
|
%
|
|
126,000
|
|
|
2023
|
|
112,734
|
|
|
4.60%
|
|
No
|
||
The Shoppes at River Crossing
|
|
50
|
%
|
|
38,675
|
|
|
2023
|
|
35,026
|
|
|
3.75%
|
|
No
|
||
The Trails Village Center
|
|
50
|
%
|
|
5,795
|
|
|
2023
|
|
78
|
|
|
8.21%
|
|
No
|
||
Union Square Portfolio
|
|
50
|
%
|
|
25,000
|
|
|
2023
|
|
25,000
|
|
|
5.12%
|
|
No
|
||
Stonebriar Centre
|
|
50
|
%
|
|
140,000
|
|
|
2024
|
|
120,886
|
|
|
4.05%
|
|
No
|
||
Pinnacle Hills Promenade
|
|
50
|
%
|
|
61,000
|
|
|
2025
|
|
48,805
|
|
|
4.13%
|
|
No
|
||
Altamonte Mall
|
|
50
|
%
|
|
80,000
|
|
|
2025
|
|
69,045
|
|
|
3.72%
|
|
No
|
||
Towson Town Center
|
|
35
|
%
|
|
113,761
|
|
|
2025
|
|
97,713
|
|
|
3.82%
|
|
No
|
Name
|
|
GGP
Ownership
|
|
Proportionate
Balance(1)
|
|
Maturity
Year(2)
|
|
Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2014(3)
|
|||||
Glendale Galleria
|
|
50
|
%
|
|
215,000
|
|
|
2026
|
|
190,451
|
|
|
4.06%
|
|
No
|
||
Perimeter Mall
|
|
50
|
%
|
|
137,500
|
|
|
2026
|
|
137,500
|
|
|
3.96%
|
|
No
|
||
Unconsolidated Property Level
|
|
|
|
$
|
3,463,130
|
|
|
|
|
$
|
3,228,868
|
|
|
4.37%
|
|
|
|
Total Fixed - Property Level
|
|
|
|
$
|
16,929,178
|
|
|
|
|
$
|
15,533,107
|
|
|
4.49%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Arizona Two (HHC)
|
|
100
|
%
|
|
$
|
6,735
|
|
|
2015
|
|
$
|
573
|
|
|
4.41%
|
|
Yes - Full
|
Consolidated Corporate
|
|
|
|
$
|
6,735
|
|
|
|
|
$
|
573
|
|
|
4.41%
|
|
|
|
Total Fixed Rate Debt
|
|
|
|
$
|
16,935,913
|
|
|
|
|
$
|
15,533,680
|
|
|
4.49%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Variable Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Columbia Mall
|
|
100
|
%
|
|
100,000
|
|
|
2018
|
|
100,000
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Columbiana Centre (6)
|
|
100
|
%
|
|
130,816
|
|
|
2018
|
|
128,177
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Eastridge (WY) (6)
|
|
100
|
%
|
|
48,228
|
|
|
2018
|
|
47,255
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Grand Teton Mall (6)
|
|
100
|
%
|
|
48,859
|
|
|
2018
|
|
47,873
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Market Place Shopping Center
|
|
100
|
%
|
|
113,425
|
|
|
2018
|
|
113,425
|
|
|
Libor + 240 bps
|
|
No
|
||
Mayfair (6)
|
|
100
|
%
|
|
347,813
|
|
|
2018
|
|
340,796
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Mondawmin Mall (6)
|
|
100
|
%
|
|
81,011
|
|
|
2018
|
|
79,377
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
North Town Mall (6)
|
|
100
|
%
|
|
89,207
|
|
|
2018
|
|
87,407
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Oakwood (6)
|
|
100
|
%
|
|
76,913
|
|
|
2018
|
|
75,362
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Oakwood Center (6)
|
|
100
|
%
|
|
91,413
|
|
|
2018
|
|
89,569
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Pioneer Place (6)
|
|
100
|
%
|
|
188,185
|
|
|
2018
|
|
184,389
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Red Cliffs Mall (6)
|
|
100
|
%
|
|
30,261
|
|
|
2018
|
|
29,650
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
River Hills Mall (6)
|
|
100
|
%
|
|
76,283
|
|
|
2018
|
|
74,744
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Sooner Mall (6)
|
|
100
|
%
|
|
78,931
|
|
|
2018
|
|
77,338
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Southwest Plaza (6)
|
|
100
|
%
|
|
73,383
|
|
|
2018
|
|
71,902
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
The Shops at Fallen Timbers (6)
|
|
100
|
%
|
|
25,217
|
|
|
2018
|
|
24,709
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
200 Lafayette
|
|
100
|
%
|
|
100,000
|
|
|
2019
|
|
100,000
|
|
|
Libor + 250 bps
|
|
No
|
||
830 North Michigan
|
|
100
|
%
|
|
85,000
|
|
|
2019
|
|
85,000
|
|
|
Libor + 160 bps
|
|
No
|
||
Ala Moana Construction Loan (7)
|
|
100
|
%
|
|
228,907
|
|
|
2019
|
|
228,907
|
|
|
Libor + 190 bps
|
|
Yes - Partial
|
||
Lynnhaven Mall
|
|
100
|
%
|
|
235,000
|
|
|
2019
|
|
235,000
|
|
|
Libor + 185 bps
|
|
No
|
||
Westlake Center
|
|
100
|
%
|
|
42,500
|
|
|
2019
|
|
42,500
|
|
|
Libor + 230 bps
|
|
No
|
||
Consolidated Property Level
|
|
|
|
$
|
2,291,352
|
|
|
|
|
$
|
2,263,380
|
|
|
2.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Miami Design District (8)
|
|
13
|
%
|
|
44,582
|
|
|
2016
|
|
44,582
|
|
|
Libor + 487 bps
|
|
No
|
||
530 Fifth Avenue Mezz Note
|
|
50
|
%
|
|
15,500
|
|
|
2017
|
|
15,500
|
|
|
Libor + 788 bps
|
|
No
|
||
530 Fifth Avenue
|
|
50
|
%
|
|
95,000
|
|
|
2017
|
|
95,000
|
|
|
Libor + 325 bps
|
|
No
|
||
Union Square Portfolio
|
|
50
|
%
|
|
16,250
|
|
|
2018
|
|
16,250
|
|
|
Libor + 400 bps
|
|
No
|
||
Bayside Marketplace
|
|
51
|
%
|
|
127,500
|
|
|
2020
|
|
127,500
|
|
|
Libor + 205 bps
|
|
No
|
||
522 Fifth Avenue
|
|
10
|
%
|
|
8,328
|
|
|
2019
|
|
8,328
|
|
|
Libor + 200 bps
|
|
No
|
||
685 Fifth Avenue
|
|
50
|
%
|
|
170,000
|
|
|
2019
|
|
170,000
|
|
|
Libor + 275 bps
|
|
No
|
||
Unconsolidated Property Level
|
|
|
|
$
|
477,160
|
|
|
|
|
$
|
477,160
|
|
|
3.22%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Junior Subordinated Notes Due 2036
|
|
100
|
%
|
|
206,200
|
|
|
2036
|
|
206,200
|
|
|
Libor + 145 bps
|
|
Yes - Full
|
||
Consolidated Corporate
|
|
|
|
$
|
206,200
|
|
|
|
|
$
|
206,200
|
|
|
1.68%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Variable Rate Debt
|
|
|
|
$
|
2,974,712
|
|
|
|
|
$
|
2,946,740
|
|
|
2.18%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total, at share (9),(10)
|
|
|
|
$
|
19,910,625
|
|
|
|
|
$
|
18,480,420
|
|
|
4.14%
|
|
|
(1)
|
Proportionate share for Consolidated Properties presented exclusive of non-controlling interests.
|
(2)
|
Assumes that all maturity extensions are exercised.
|
(3)
|
Total recourse to GGP or its subsidiaries of approximately $1.9 billion.
|
(4)
|
Loan is cross-collateralized with other properties.
|
(5)
|
$45.0 million B-note is subordinate to return of GGP's additional contributed equity.
|
(6)
|
Properties provide mortgage collateral as guarantors for $1.4 billion corporate borrowing and are crossed collateralized.
|
(7)
|
Reflects the amount drawn as of December 31, 2014.
|
(8)
|
Investment is considered cost method for reporting purposes.
|
(9)
|
Excludes the $1.0 billion corporate revolver. As of
December 31, 2014
there was $100 million drawn.
|
(10)
|
Reflects amortization for the period subsequent to
December 31, 2014
.
|
Total Mortgages, Notes, and Other Payables, from above
|
$
|
19,910,625
|
|
Noncontrolling interests in consolidated real estate affiliates
|
107,783
|
|
|
Our share of Unconsolidated Real Estate Affiliates
|
(3,940,290
|
)
|
|
Market rate adjustments, net
|
20,784
|
|
|
Junior Subordinated Notes
|
(206,200
|
)
|
|
Corporate revolver
|
100,000
|
|
|
Other loans payable
|
5,587
|
|
|
Total
|
$
|
15,998,289
|
|
Year
|
|
Number of
Expiring
Leases
|
|
Expiring GLA
at 100%
|
|
Percent of
Total
|
|
Expiring
Rent
|
|
Expiring
Rent ($psf)
|
|||||||
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||
Specialty Leasing
|
|
1,027
|
|
|
2,014
|
|
|
3.9
|
%
|
|
$
|
46,641
|
|
|
$
|
23.92
|
|
2015
|
|
2,019
|
|
|
6,393
|
|
|
12.3
|
%
|
|
350,621
|
|
|
57.55
|
|
||
2016
|
|
1,734
|
|
|
5,440
|
|
|
10.4
|
%
|
|
323,733
|
|
|
61.03
|
|
||
2017
|
|
1,700
|
|
|
5,511
|
|
|
10.6
|
%
|
|
318,647
|
|
|
59.43
|
|
||
2018
|
|
1,410
|
|
|
5,083
|
|
|
9.7
|
%
|
|
330,422
|
|
|
66.22
|
|
||
2019
|
|
1,226
|
|
|
5,470
|
|
|
10.5
|
%
|
|
320,424
|
|
|
59.22
|
|
||
2020
|
|
747
|
|
|
2,949
|
|
|
5.7
|
%
|
|
197,317
|
|
|
67.22
|
|
||
2021
|
|
815
|
|
|
3,039
|
|
|
5.8
|
%
|
|
207,936
|
|
|
69.25
|
|
||
2022
|
|
853
|
|
|
3,445
|
|
|
6.6
|
%
|
|
231,636
|
|
|
67.42
|
|
||
2023
|
|
948
|
|
|
3,914
|
|
|
7.5
|
%
|
|
282,250
|
|
|
73.46
|
|
||
2024
|
|
880
|
|
|
4,219
|
|
|
8.1
|
%
|
|
309,282
|
|
|
73.81
|
|
||
Subsequent
|
|
434
|
|
|
4,691
|
|
|
8.9
|
%
|
|
206,779
|
|
|
45.29
|
|
||
Total
|
|
13,793
|
|
|
52,168
|
|
|
100
|
%
|
|
$
|
3,125,688
|
|
|
$
|
61.19
|
|
|
|
|
|
|
|
|
||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2014
|
|
|
|
|
|
|
||
November 14
|
|
December 15
|
|
January 2, 2015
|
|
$
|
0.17
|
|
August 12
|
|
October 15
|
|
October 31, 2014
|
|
0.16
|
|
|
May 15
|
|
July 15
|
|
July 31, 2014
|
|
0.15
|
|
|
February 26
|
|
April 15
|
|
April 30, 2014
|
|
0.15
|
|
|
2013
|
|
|
|
|
|
|
||
October 28
|
|
December 13
|
|
January 2, 2014
|
|
$
|
0.14
|
|
July 29
|
|
October 15
|
|
October 29, 2013
|
|
0.13
|
|
|
May 10
|
|
July 16
|
|
July 30, 2013
|
|
0.12
|
|
|
February 4
|
|
April 16
|
|
April 30, 2013
|
|
0.12
|
|
As Of
|
|
|
November 9,
2010
|
|
December 31,
2010
|
|
December 31,
2011
|
|
December 31,
2012
|
|
December 31,
2013
|
|
December 31,
2014
|
||||||||||||
General Growth Properties, Inc.
|
Cum $
|
|
$
|
100
|
|
|
$
|
115
|
|
|
$
|
115
|
|
|
$
|
160
|
|
|
$
|
166
|
|
|
$
|
238
|
|
Return %
|
|
|
|
15.12
|
|
|
14.79
|
|
|
59.73
|
|
|
65.52
|
|
|
138.10
|
|
||||||||
FTSE NAREIT Equity REIT Index
|
Cum $
|
|
100
|
|
|
102
|
|
|
111
|
|
|
131
|
|
|
134
|
|
|
174
|
|
||||||
Return %
|
|
|
|
2.32
|
|
|
10.80
|
|
|
30.81
|
|
|
34.04
|
|
|
74.44
|
|
||||||||
S&P 500 Index
|
Cum $
|
|
100
|
|
|
104
|
|
|
106
|
|
|
123
|
|
|
163
|
|
|
185
|
|
||||||
|
Return %
|
|
|
|
|
3.96
|
|
|
6.15
|
|
|
23.14
|
|
|
63.02
|
|
|
85.34
|
|
|
GGP
|
|
GGP, Inc.
|
||||||||||||||||||||
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Period from November 10, 2010 through December 31, 2010
|
|
Period from January 1, 2010 through November 9, 2010
|
||||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||||||
OPERATING DATA(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
2,535,559
|
|
|
$
|
2,486,017
|
|
|
$
|
2,426,301
|
|
|
$
|
2,350,249
|
|
|
$
|
342,751
|
|
|
$
|
1,989,724
|
|
Total expenses
|
1,594,046
|
|
|
1,645,601
|
|
|
1,644,998
|
|
|
(1,742,748
|
)
|
|
(271,219
|
)
|
|
(1,209,324
|
)
|
||||||
Income (loss) from continuing operations
|
398,011
|
|
|
328,821
|
|
|
(426,985
|
)
|
|
(189,161
|
)
|
|
(244,795
|
)
|
|
(646,110
|
)
|
||||||
Net income (loss) available to common stockholders
|
649,914
|
|
|
288,450
|
|
|
(481,233
|
)
|
|
(313,172
|
)
|
|
(254,216
|
)
|
|
(1,185,758
|
)
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
0.42
|
|
|
0.32
|
|
|
(0.47
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(2.04
|
)
|
|||
Discontinued operations
|
0.32
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.13
|
)
|
|
(0.01
|
)
|
|
(1.70
|
)
|
||||||
Total basic earnings (loss) per share
|
$
|
0.74
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(3.74
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Continuing operations
|
0.39
|
|
|
0.32
|
|
|
(0.47
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(2.04
|
)
|
|||
Discontinued operations
|
0.30
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.18
|
)
|
|
(0.01
|
)
|
|
(1.70
|
)
|
||||||
Total diluted earnings (loss) per share
|
$
|
0.69
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(3.74
|
)
|
Dividends declared per share(2)(3)
|
$
|
0.63
|
|
|
$
|
0.51
|
|
|
$
|
0.42
|
|
|
$
|
0.83
|
|
|
$
|
0.38
|
|
|
$
|
—
|
|
NET OPERATING INCOME ("NOI")(4)
|
$
|
2,213,885
|
|
|
$
|
2,117,503
|
|
|
$
|
2,022,072
|
|
|
$
|
1,956,939
|
|
|
$
|
278,513
|
|
|
$
|
1,640,419
|
|
COMPANY NOI(4)
|
$
|
2,250,509
|
|
|
$
|
2,161,837
|
|
|
$
|
2,056,827
|
|
|
$
|
1,987,841
|
|
|
N/A
|
|
|
N/A
|
|
||
EBITDA(5)
|
$
|
2,033,434
|
|
|
$
|
1,946,353
|
|
|
1,871,813
|
|
|
1,772,688
|
|
|
180,977
|
|
|
869,842
|
|
||||
COMPANY EBITDA(5)
|
$
|
2,087,912
|
|
|
$
|
1,990,687
|
|
|
1,906,588
|
|
|
1,807,988
|
|
|
N/A
|
|
|
N/A
|
|
||||
FUNDS FROM OPERATIONS ("FFO")(6)
|
$
|
1,320,196
|
|
|
$
|
1,030,852
|
|
|
$
|
521,080
|
|
|
$
|
908,122
|
|
|
$
|
(81,750
|
)
|
|
$
|
694,427
|
|
COMPANY FFO(6)
|
$
|
1,255,651
|
|
|
$
|
1,148,233
|
|
|
$
|
986,041
|
|
|
$
|
869,704
|
|
|
N/A
|
|
|
N/A
|
|
||
CASH FLOW DATA(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating activities
|
949,724
|
|
|
889,531
|
|
|
807,103
|
|
|
$
|
502,802
|
|
|
$
|
(358,607
|
)
|
|
$
|
41,018
|
|
|||
Investing activities
|
(677,925
|
)
|
|
166,860
|
|
|
(221,452
|
)
|
|
485,423
|
|
|
63,370
|
|
|
(89,160
|
)
|
||||||
Financing activities
|
(476,599
|
)
|
|
(1,103,935
|
)
|
|
(533,708
|
)
|
|
(1,436,664
|
)
|
|
(221,051
|
)
|
|
931,345
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment in real estate assets—cost
|
$
|
25,582,072
|
|
|
$
|
25,405,973
|
|
|
$
|
26,327,729
|
|
|
$
|
27,650,474
|
|
|
$
|
28,293,864
|
|
Total assets
|
25,335,734
|
|
|
25,762,303
|
|
|
27,282,405
|
|
|
29,518,151
|
|
|
32,367,379
|
|
|||||
Total debt
|
16,204,489
|
|
|
15,878,637
|
|
|
16,173,066
|
|
|
17,349,214
|
|
|
18,047,957
|
|
|||||
Redeemable preferred noncontrolling interests
|
164,031
|
|
|
131,881
|
|
|
136,008
|
|
|
120,756
|
|
|
120,756
|
|
|||||
Redeemable common noncontrolling interests
|
135,265
|
|
|
97,021
|
|
|
132,211
|
|
|
103,039
|
|
|
111,608
|
|
|||||
Stockholders' equity
|
7,605,919
|
|
|
8,103,121
|
|
|
7,621,698
|
|
|
8,483,329
|
|
|
10,079,102
|
|
(1)
|
For all periods presented, the operating data related to continuing operations do not include the effects of amounts reported in discontinued operations. See
Note 4
for further discussion of discontinued operations.
|
(2)
|
The 2011 dividend includes the impact for the non-cash dividend distribution of Rouse Properties, Inc. ("RPI").
|
(3)
|
The 2010 dividend was paid 90% in Common Stock and 10% in cash in January of 2011.
|
(4)
|
NOI and Company NOI (as defined below) are presented at our proportionate share and do not represent income from operations as defined by GAAP.
|
(5)
|
EBITDA and Company EBITDA (as defined below) are presented at our proportionate share and are supplemental measures of operating performance and do not represent income from operations as defined by GAAP.
|
(6)
|
FFO and Company FFO (as defined below) are presented at our proportionate share and do not represent cash flows from operations as defined by GAAP.
|
(7)
|
Cash flow data only represents GGP's consolidated cash flows as defined by GAAP and as such, operating cash flow does not include the cash received from our Unconsolidated Real Estate Affiliates, except to the extent of contributions to or distributions from our Unconsolidated Real Estate Affiliates.
|
•
|
acquired interests in five retail properties located in New York City, Miami, and Bellevue (WA) for total consideration of
$690.2 million
(excluding closing costs), which included equity of
$405.5 million
and the assumption of debt of
$310.2 million
(
Note 3
);
|
•
|
sold interests in four assets for total consideration of
$299.9 million
, which resulted in a gain of
$142.5 million
. We used the net proceeds from these transactions to repay debt of
$132.9 million
. Additionally, one property, which was previously transferred to a special servicer, was sold in a
|
•
|
transferred six office properties and cash for total consideration of
$268.0 million
in full settlement of our
$322.0 million
tax indemnification liability (Note 18);
|
•
|
sold a
49%
interest in Bayside Marketplace located in Miami to a joint venture partner for total consideration of
$196 million
; and
|
•
|
acquired 27.6 million of our common shares at $20.12 per share for a total price of approximately $556 million.
|
|
December 31, 2014(1)
|
|
December 31, 2013(1)
|
|
% Change
|
|||||
In-Place Rents per square foot(2)
|
|
|
|
|
|
|
|
|||
Consolidated Retail Properties
|
$
|
67.41
|
|
|
$
|
67.61
|
|
|
(0.30
|
)%
|
Unconsolidated Retail Properties
|
80.31
|
|
|
80.42
|
|
|
(0.14
|
)%
|
||
Total Retail Properties
|
$
|
71.24
|
|
|
$
|
71.29
|
|
|
(0.07
|
)%
|
Percentage Leased
|
|
|
|
|
|
|
|
|
||
Consolidated Retail Properties
|
97.2
|
%
|
|
96.9
|
%
|
|
30 bps
|
|
||
Unconsolidated Retail Properties
|
97.4
|
%
|
|
97.6
|
%
|
|
(20) bps
|
|
||
Total Retail Properties
|
97.2
|
%
|
|
97.1
|
%
|
|
10 bps
|
|
||
|
|
|
|
|
|
|||||
Tenant Sales Volume (All Less Anchors) (3)
|
|
|
|
|
|
|||||
Consolidated Retail Properties
|
$
|
13,059
|
|
|
$
|
13,032
|
|
|
0.21
|
%
|
Unconsolidated Retail Properties
|
7,459
|
|
|
6,925
|
|
|
7.71
|
%
|
||
Total Retail Properties
|
$
|
20,518
|
|
|
$
|
19,957
|
|
|
2.81
|
%
|
|
|
|
|
|
|
|||||
Tenant Sales per square foot (3)
|
|
|
|
|
|
|
|
|
||
Consolidated Retail Properties
|
$
|
507
|
|
|
$
|
520
|
|
|
(2.50
|
)%
|
Unconsolidated Retail Properties
|
722
|
|
|
677
|
|
|
6.65
|
%
|
||
Total Retail Properties
|
$
|
570
|
|
|
$
|
564
|
|
|
1.06
|
%
|
(1) Metrics exclude one asset that is being de-leased for redevelopment, properties acquired in the years ended December 31, 2014 and 2013 and other assets.
|
(2) Rent is presented on a cash basis and consists of base minimum rent and common area costs. In 2013, in-place rent also included real estate taxes. Adjusting to the current method, the <10,000 SF of $71.29 becomes $70.14.
|
(3) In-Place Rent <10,000 square feet is presented as rent per square foot in dollars, Tenant Sales Volume (All Less Anchors) is presented as total sales volume in millions of dollars and Tenant Sales <10,000 square feet is presented as sales per square foot in dollars.
|
|
Number
of Leases
|
|
Square
Feet
|
|
Term/Years
|
|
Initial Rent Per
Square Foot(1)
|
|
Expiring Rent Per
Square Foot(2)
|
|
Initial Rent
Spread
|
|
% Change
|
|||||||||
Commencement 2014
|
1,668
|
|
|
4,822,093
|
|
|
6.7
|
|
$
|
62.26
|
|
|
$
|
52.63
|
|
|
$
|
9.63
|
|
|
18.3
|
%
|
Commencement 2015
|
477
|
|
|
1,562,471
|
|
|
6.4
|
|
$
|
67.87
|
|
|
$
|
61.28
|
|
|
$
|
6.59
|
|
|
10.8
|
%
|
Total 2014/2015
|
2,145
|
|
|
6,384,564
|
|
|
6.6
|
|
$
|
63.63
|
|
|
$
|
54.76
|
|
|
$
|
8.87
|
|
|
16.2
|
%
|
(1) Represents initial annual rent over the lease consisting of base minimum rent and common area maintenance.
|
|||||||||||
(2) Represents expiring rent at end of lease consisting of base minimum rent and common area maintenance.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Components of Minimum rents:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base minimum rents
|
$
|
1,591,137
|
|
|
$
|
1,563,084
|
|
|
$
|
28,053
|
|
|
1.8
|
%
|
Lease termination income
|
10,589
|
|
|
10,634
|
|
|
(45
|
)
|
|
(0.4
|
)
|
|||
Straight-line rent
|
48,254
|
|
|
47,567
|
|
|
687
|
|
|
1.4
|
|
|||
Above and below-market tenant leases, net
|
(66,285
|
)
|
|
(67,344
|
)
|
|
1,059
|
|
|
(1.6
|
)
|
|||
Total Minimum rents
|
$
|
1,583,695
|
|
|
$
|
1,553,941
|
|
|
$
|
29,754
|
|
|
1.9
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Components of Minimum rents:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base minimum rents
|
$
|
1,563,084
|
|
|
$
|
1,528,786
|
|
|
$
|
34,298
|
|
|
2.2
|
%
|
Lease termination income
|
10,634
|
|
|
8,544
|
|
|
2,090
|
|
|
24.5
|
|
|||
Straight-line rent
|
47,567
|
|
|
58,331
|
|
|
(10,764
|
)
|
|
(18.5
|
)
|
|||
Above and below-market tenant leases, net
|
(67,344
|
)
|
|
(78,541
|
)
|
|
11,197
|
|
|
(14.3
|
)
|
|||
Total Minimum rents
|
$
|
1,553,941
|
|
|
$
|
1,517,120
|
|
|
$
|
36,821
|
|
|
2.4
|
%
|
•
|
acquired 27.6 million of our common shares at $20.12 per share for a total price of approximately $556 million;
|
•
|
completed
$1.9 billion
of secured financings, lowering the average interest rate
90
basis points from
4.4%
to
3.5%
, lengthening the average term-to-maturity from
1.8
years to
7.8
years, and generating net proceeds of
$935.0 million
; and
|
•
|
amended our
$1.4 billion
corporate loan secured by cross-collateralized mortgages on 14 properties, lowering the interest rate from LIBOR plus 2.50% to LIBOR plus 1.75%. The loan initially matures on April 26, 2016, and has two one-year maturity date extension options.
|
|
Consolidated(1)
|
|
Unconsolidated(1)
|
||||
|
(Dollars in thousands)
|
||||||
2015
|
$
|
513,889
|
|
|
$
|
136,839
|
|
2016
|
693,824
|
|
|
68,326
|
|
||
2017
|
863,066
|
|
|
306,442
|
|
||
2018
|
1,931,756
|
|
|
233,221
|
|
||
2019
|
1,321,775
|
|
|
817,992
|
|
||
Subsequent
|
10,746,025
|
|
|
2,377,470
|
|
||
|
$
|
16,070,335
|
|
|
$
|
3,940,290
|
|
•
|
On December 24, 2014, we sold 49% of our interest in Bayside Marketplace in Miami through the formation of a joint venture for total consideration of $196 million.
|
•
|
On December 17, 2014, we entered into an agreement to acquire the Crown Building in New York City, New York located at 730 Fifth Avenue for approximately $1.775 billion through a joint venture in which we have a 50% interest. We contributed $50.0 million to the joint venture to fund a deposit related to the acquisition that is expected to close in the second quarter of 2015.
|
•
|
On October 22, 2014, we contributed $49.1 million for a 50% interest in a joint venture that acquired the retail portion of 530 Fifth Avenue in New York, New York for a gross purchase price of $300.0 million with $190.0 million in gross property-level financing. The property comprises approximately 57,000 square feet of retail space and 456,000 square feet of office space.
|
•
|
On September 30, 2014, we contributed $8.3 million for a 10% interest in a joint venture that acquired the retail portion of 522 Fifth Avenue in New York, New York, for a gross purchase price of $165.0 million with $83.3 million in gross property-level financing. The retail condominium comprises approximately 26,500 square feet of retail space on the ground and second level floors.
|
•
|
On September 15, 2014, we contributed $244.7 million to a joint venture that acquired a 20% interest in a development located in Miami, Florida, and an 85.67% interest in a retail property located in Bellevue, Washington. The joint venture's 20% interest in the Miami Design District Associates, LLC ("MDDA") was acquired for a purchase price of $280.0 million.
|
•
|
On June 27, 2014, we contributed $106.6 million for a 50% interest in a joint venture that acquired 685 Fifth Avenue in New York, New York, for a gross purchase price of $521.4 million with $340.0 million in gross property-level financing. The property comprises approximately 25,000 square feet of retail space and 115,000 square feet of office space.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in thousands)
|
||||||
Capital expenditures(1)
|
$
|
177,255
|
|
|
$
|
146,315
|
|
Tenant allowances (2)
|
132,242
|
|
|
131,802
|
|
||
Capitalized interest and capitalized overhead
|
58,217
|
|
|
57,425
|
|
||
Total
|
$
|
367,714
|
|
|
$
|
335,542
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2014
|
|
|
|
|
|
|
|
|
November 14
|
|
December 15
|
|
January 2, 2015
|
|
$
|
0.17
|
|
August 12
|
|
October 15
|
|
October 31, 2014
|
|
0.16
|
|
|
May 15
|
|
July 15
|
|
July 31, 2014
|
|
0.15
|
|
|
February 26
|
|
April 15
|
|
April 30, 2014
|
|
0.15
|
|
|
2013
|
|
|
|
|
|
|
|
|
October 28
|
|
December 13
|
|
January 2, 2014
|
|
$
|
0.14
|
|
July 29
|
|
October 15
|
|
October 29, 2013
|
|
0.13
|
|
|
May 10
|
|
July 16
|
|
July 30, 2013
|
|
0.12
|
|
|
February 4
|
|
April 16
|
|
April 30, 2013
|
|
0.12
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2014
|
|
|
|
|
|
|
||
November 14
|
|
December 15
|
|
January 2, 2015
|
|
$
|
0.3984
|
|
August 12
|
|
September 15
|
|
October 1, 2014
|
|
0.3984
|
|
|
May 15
|
|
June 16
|
|
July 1, 2014
|
|
0.3984
|
|
|
February 26
|
|
March 17
|
|
April 1, 2014
|
|
0.3984
|
|
|
2013
|
|
|
|
|
|
|
|
|
October 28
|
|
December 13
|
|
January 2, 2014
|
|
$
|
0.3984
|
|
July 29
|
|
September 13
|
|
October 1, 2013
|
|
0.3984
|
|
|
May 10
|
|
June 14
|
|
July 1, 2013
|
|
0.3984
|
|
|
March 4
|
|
March 15
|
|
April 1, 2013
|
|
0.2125
|
|
•
|
increase in base minimum rents and related collections due to overall increase in permanent occupancy partially offset by
|
•
|
extinguishment of the tax indemnification liability.
|
•
|
decrease in interest costs primarily as a result of the redemption of unsecured corporate bonds; partially offset by
|
•
|
decrease in accounts payable and accrued expenses primarily attributable to a legal settlement.
|
•
|
increase in base minimum rents and related collections due to the overall increase in permanent occupancy;
|
•
|
distributions received from our Unconsolidated Real Estate Affiliates in excess of income of
$387.2 million
;
|
•
|
contributions of
$(537.4) million
to form seven new joint ventures and loans to venture partners of
$(137.1) million
(
Note 3
); partially offset by
|
•
|
proceeds from the disposition of one retail property and three other assets and the contribution of one property to a joint venture for
$361.2 million
(
Note 4
).
|
•
|
acquisition of our joint venture partner's 50% interest in Quail Springs for $(55.5) million, net (
Note 3
);
|
•
|
contribution to a joint venture that acquired a portfolio in San Francisco's Union Square area for $(40.3) million;
|
•
|
proceeds from the sale of our investment in Aliansce Shopping Centers S.A. of $446.3 million (Note 14); and
|
•
|
the acquisition of 11 Sears anchor pads for $(270.0) million;
|
•
|
the acquisition of the remaining 49% of The Oaks and Westroads, which were previously owned through a joint venture for $(98.3) million;
|
•
|
proceeds from the disposition of 21 properties and a portion of our office portfolio for $362.4 million (
Note 4
); and
|
•
|
distributions received from Unconsolidated Real Estate Affiliates in excess of income primarily related to distributions received from three of our joint ventures of $372.2 million.
|
•
|
cash distributions paid to common stockholders of
$(534.2) million
; and
|
•
|
proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments of
$641.4 million
.
|
•
|
net proceeds from the issuance of Preferred Stock of $242.0 million;
|
•
|
purchase of the Fairholme and Blackstone Warrants $(633.2) million (Note 9);
|
•
|
the acquisition of 28.3 million shares of our common stock $(566.9) million;
|
•
|
cash distributions paid to common stockholders of $(447.2) million; and
|
•
|
proceeds from the refinancing or issuance of mortgages, notes, and loans payable, net of principal payments $345.6 million, net.
|
•
|
we made $5.8 billion of principal payments, which were partially offset by net proceeds of $5.6 billion received from refinanced or new mortgage notes; and
|
•
|
cash distributions paid to common stockholders, $(384.3) million, which were offset by the cash distributions reinvested in common stock via the DRIP, $48.5 million;
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Subsequent/
Other
|
|
Total
|
||||||||||||||
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||||||||
Long-term debt-principal(1)
|
$
|
654,580
|
|
|
$
|
695,078
|
|
|
$
|
873,907
|
|
|
$
|
1,832,933
|
|
|
$
|
1,323,002
|
|
|
$
|
10,592,069
|
|
|
$
|
15,971,569
|
|
Interest payments(2)
|
656,596
|
|
|
651,939
|
|
|
631,527
|
|
|
566,899
|
|
|
497,176
|
|
|
1,422,361
|
|
|
4,426,498
|
|
|||||||
Retained debt-principal
|
1,530
|
|
|
1,601
|
|
|
1,705
|
|
|
1,801
|
|
|
1,902
|
|
|
80,734
|
|
|
89,273
|
|
|||||||
Ground lease payments
|
4,821
|
|
|
4,820
|
|
|
4,849
|
|
|
4,767
|
|
|
4,810
|
|
|
162,764
|
|
|
186,831
|
|
|||||||
Corporate leases
|
6,794
|
|
|
6,798
|
|
|
6,802
|
|
|
6,813
|
|
|
5,834
|
|
|
3,610
|
|
|
36,651
|
|
|||||||
Purchase obligations(3)
|
203,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,262
|
|
|||||||
Junior Subordinated Notes(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,200
|
|
|
206,200
|
|
|||||||
Uncertain tax position liability(5)
|
6,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,663
|
|
|||||||
Other long-term liabilities(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
1,534,246
|
|
|
$
|
1,360,236
|
|
|
$
|
1,518,790
|
|
|
$
|
2,413,213
|
|
|
$
|
1,832,724
|
|
|
$
|
12,467,738
|
|
|
$
|
21,126,947
|
|
(1)
|
Excludes
$19.9 million
of non-cash debt market rate adjustments. The
$100.0 million
outstanding on the revolving credit facility as of
December 31, 2014
is included in
2015
.
|
(2)
|
Based on rates as of
December 31, 2014
. Variable rates are based on a LIBOR rate of 0.17%. Excludes interest payments related to debt market rate adjustments.
|
(3)
|
Reflects accrued and incurred construction costs payable. Routine trade payables have been excluded.
|
(4)
|
The
$206.2 million
of Junior Subordinated Notes are due in 2036, but may be redeemed by us any time after April 30, 2011. As we do not expect to redeem the notes prior to maturity, they are included in consolidated debt maturing subsequent to
2019
.
|
(5)
|
We believe that it is reasonably possible that all of our currently remaining unrecognized tax benefits may be recognized by the end of 2015 upon the potential settlement of an audit and the expiration of the statute of limitations.
|
(6)
|
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
$228.0 million
in
2014
,
$239.8 million
in
2013
and
$215.1 million
in
2012
.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Contractual rent expense, including participation rent
|
$
|
13,605
|
|
|
$
|
13,475
|
|
|
$
|
13,933
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
9,036
|
|
|
8,670
|
|
|
8,906
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Company NOI
|
$
|
2,250,509
|
|
|
$
|
2,161,837
|
|
Adjustments for minimum rents, real estate taxes and other property operating costs
|
(36,624
|
)
|
|
(44,334
|
)
|
||
Proportionate NOI
|
2,213,885
|
|
|
2,117,503
|
|
||
Unconsolidated Properties
|
(428,799
|
)
|
|
(397,484
|
)
|
||
Consolidated Properties
|
1,785,086
|
|
|
1,720,019
|
|
||
Management fees and other corporate revenues
|
70,887
|
|
|
68,792
|
|
||
Property management and other costs
|
(155,093
|
)
|
|
(164,457
|
)
|
||
General and administrative
|
(64,051
|
)
|
|
(49,237
|
)
|
||
Provisions for impairment
|
(5,278
|
)
|
|
—
|
|
||
Depreciation and amortization
|
(708,406
|
)
|
|
(749,722
|
)
|
||
Loss on sales of investment properties
|
(44
|
)
|
|
—
|
|
||
Noncontrolling interest in operating income of Consolidated Properties and other
|
$
|
18,412
|
|
|
$
|
15,021
|
|
Operating Income
|
941,513
|
|
|
840,416
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Company EBITDA
|
$
|
2,087,912
|
|
|
$
|
1,990,687
|
|
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative
|
(54,478
|
)
|
|
(44,334
|
)
|
||
Proportionate EBITDA
|
2,033,434
|
|
|
1,946,353
|
|
||
Unconsolidated Properties
|
(395,933
|
)
|
|
(370,598
|
)
|
||
Consolidated Properties
|
1,637,501
|
|
|
1,575,755
|
|
||
Depreciation and amortization
|
(708,406
|
)
|
|
(749,722
|
)
|
||
Noncontrolling interest in NOI of Consolidated Properties and other
|
18,412
|
|
|
15,021
|
|
||
Interest income
|
28,613
|
|
|
7,699
|
|
||
Interest expense
|
(699,285
|
)
|
|
(723,152
|
)
|
||
Loss on foreign currency
|
(18,048
|
)
|
|
(7,312
|
)
|
||
Warrant liability adjustment
|
—
|
|
|
(40,546
|
)
|
||
Provision for income taxes
|
(7,253
|
)
|
|
(345
|
)
|
||
Provision for impairment excluded from FFO
|
(5,278
|
)
|
|
—
|
|
||
Equity in income of Unconsolidated Real Estate Affiliates
|
61,278
|
|
|
68,756
|
|
||
Discontinued operations
|
281,883
|
|
|
(11,622
|
)
|
||
Gains from changes in control of investment properties
|
91,193
|
|
|
219,784
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(36,479
|
)
|
||
Loss on sales of investment properties
|
(44
|
)
|
|
—
|
|
||
Allocation to noncontrolling interests
|
(14,716
|
)
|
|
(15,309
|
)
|
||
Net income attributable to GGP
|
665,850
|
|
|
302,528
|
|
||
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Company FFO
|
$
|
1,255,651
|
|
|
$
|
1,148,233
|
|
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations
|
64,545
|
|
|
(117,381
|
)
|
||
Proportionate FFO (1)
|
1,320,196
|
|
|
1,030,852
|
|
||
Depreciation and amortization of capitalized real estate costs
|
(893,418
|
)
|
|
(915,282
|
)
|
||
Gain from change in control of investment properties
|
91,193
|
|
|
219,784
|
|
||
Preferred stock dividends
|
15,936
|
|
|
14,078
|
|
||
Gains on sales of investment properties
|
141,687
|
|
|
9,026
|
|
||
Noncontrolling interests in depreciation of Consolidated Properties
|
8,731
|
|
|
7,151
|
|
||
Provision for impairment excluded from FFO
|
(5,278
|
)
|
|
—
|
|
||
Provision for impairment excluded from FFO of discontinued operations
|
—
|
|
|
(30,935
|
)
|
||
Redeemable noncontrolling interests
|
(3,228
|
)
|
|
(2,289
|
)
|
||
Depreciation and amortization of discontinued operations
|
(9,969
|
)
|
|
(29,857
|
)
|
||
Net income attributable to GGP
|
665,850
|
|
|
302,528
|
|
(1)
|
Reflects shares of common stock available for issuance under the Equity Plan.
|
(a)
|
Consolidated Financial Statements and Consolidated Financial Statement Schedule.
|
(b)
|
Exhibits.
|
(c)
|
Separate financial statements.
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
|
|
|
|
|
|
/s/ SANDEEP MATHRANI
|
|
|
Sandeep Mathrani
|
|
|
Chief Executive Officer
|
|
March 2, 2015
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ SANDEEP MATHRANI
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
March 2, 2015
|
Sandeep Mathrani
|
|
|
|
|
|
|
|
/s/ MICHAEL B. BERMAN
|
|
Chief Financial Officer (Principal Financial Officer)
|
March 2, 2015
|
Michael B. Berman
|
|
|
|
|
|
|
|
/s/ TARA L. MARSZEWSKI
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
March 2, 2015
|
Tara L. Marszewski
|
|
|
|
|
|
|
|
/s/ RICHARD B. CLARK
|
|
Director
|
March 2, 2015
|
Richard B. Clark
|
|
|
|
|
|
|
|
/s/ MARY LOU FIALA
|
|
Director
|
March 2, 2015
|
Mary Lou Fiala
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ J. BRUCE FLATT
|
|
Director
|
March 2, 2015
|
J. Bruce Flatt
|
|
|
|
|
|
|
|
/s/ JOHN K. HALEY
|
|
Director
|
March 2, 2015
|
John K. Haley
|
|
|
|
|
|
|
|
/s/ DANIEL B. HURWITZ
|
|
Director
|
March 2, 2015
|
Daniel B. Hurwitz
|
|
|
|
|
|
|
|
/s/ BRIAN W. KINGSTON
|
|
Director
|
March 2, 2015
|
Brian W. Kingston
|
|
|
|
|
|
|
|
/s/ DAVID J. NEITHERCUT
|
|
Director
|
March 2, 2015
|
David J. Neithercut
|
|
|
|
|
|
|
|
/s/ MARK R. PATTERSON
|
|
Director
|
March 2, 2015
|
Mark R. Patterson
|
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets:
|
|
|
|
|
|
||
Investment in real estate:
|
|
|
|
|
|
||
Land
|
$
|
4,244,607
|
|
|
$
|
4,320,597
|
|
Buildings and equipment
|
18,028,844
|
|
|
18,270,748
|
|
||
Less accumulated depreciation
|
(2,280,845
|
)
|
|
(1,884,861
|
)
|
||
Construction in progress
|
703,859
|
|
|
406,930
|
|
||
Net property and equipment
|
20,696,465
|
|
|
21,113,414
|
|
||
Investment in and loans to/from Unconsolidated Real Estate Affiliates
|
2,604,762
|
|
|
2,407,698
|
|
||
Net investment in real estate
|
23,301,227
|
|
|
23,521,112
|
|
||
Cash and cash equivalents
|
372,471
|
|
|
577,271
|
|
||
Accounts and notes receivable, net
|
663,768
|
|
|
478,899
|
|
||
Deferred expenses, net
|
184,491
|
|
|
189,452
|
|
||
Prepaid expenses and other assets
|
813,777
|
|
|
995,569
|
|
||
Total assets
|
$
|
25,335,734
|
|
|
$
|
25,762,303
|
|
Liabilities:
|
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
15,998,289
|
|
|
$
|
15,672,437
|
|
Investment in Unconsolidated Real Estate Affiliates
|
35,598
|
|
|
17,405
|
|
||
Accounts payable and accrued expenses
|
934,897
|
|
|
970,995
|
|
||
Dividend payable
|
154,694
|
|
|
134,476
|
|
||
Deferred tax liabilities
|
21,240
|
|
|
24,667
|
|
||
Tax indemnification liability
|
—
|
|
|
321,958
|
|
||
Junior subordinated notes
|
206,200
|
|
|
206,200
|
|
||
Total liabilities
|
17,350,918
|
|
|
17,348,138
|
|
||
Redeemable noncontrolling interests:
|
|
|
|
|
|
||
Preferred
|
164,031
|
|
|
131,881
|
|
||
Common
|
135,265
|
|
|
97,021
|
|
||
Total redeemable noncontrolling interests
|
299,296
|
|
|
228,902
|
|
||
Commitments and Contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
|
|||
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 968,340,597 issued, 884,912,012 outstanding as of December 31, 2014, and 966,998,908 issued and 911,194,605 outstanding as of December 31, 2013
|
9,409
|
|
|
9,395
|
|
||
Preferred Stock:
|
|
|
|
|
|
||
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013
|
242,042
|
|
|
242,042
|
|
||
Additional paid-in capital
|
11,351,625
|
|
|
11,372,443
|
|
||
Retained earnings (accumulated deficit)
|
(2,822,740
|
)
|
|
(2,915,723
|
)
|
||
Accumulated other comprehensive loss
|
(51,753
|
)
|
|
(38,173
|
)
|
||
Common stock in treasury, at cost, 55,969,390 shares as of December 31, 2014 and 28,345,108 shares as of December 31, 2013
|
(1,122,664
|
)
|
|
(566,863
|
)
|
||
Total stockholders' equity
|
7,605,919
|
|
|
8,103,121
|
|
||
Noncontrolling interests in consolidated real estate affiliates
|
79,601
|
|
|
82,142
|
|
||
Total equity
|
7,685,520
|
|
|
8,185,263
|
|
||
Total liabilities and equity
|
$
|
25,335,734
|
|
|
$
|
25,762,303
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Minimum rents
|
$
|
1,583,695
|
|
|
$
|
1,553,941
|
|
|
$
|
1,517,120
|
|
Tenant recoveries
|
739,411
|
|
|
716,932
|
|
|
693,726
|
|
|||
Overage rents
|
51,611
|
|
|
55,998
|
|
|
69,574
|
|
|||
Management fees and other corporate revenues
|
70,887
|
|
|
68,792
|
|
|
71,949
|
|
|||
Other
|
89,955
|
|
|
90,354
|
|
|
73,932
|
|
|||
Total revenues
|
2,535,559
|
|
|
2,486,017
|
|
|
2,426,301
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Real estate taxes
|
227,992
|
|
|
239,807
|
|
|
215,077
|
|
|||
Property maintenance costs
|
66,897
|
|
|
69,411
|
|
|
74,280
|
|
|||
Marketing
|
23,455
|
|
|
26,232
|
|
|
33,068
|
|
|||
Other property operating costs
|
334,819
|
|
|
342,815
|
|
|
351,647
|
|
|||
Provision for doubtful accounts
|
8,055
|
|
|
3,920
|
|
|
3,679
|
|
|||
Property management and other costs
|
155,093
|
|
|
164,457
|
|
|
159,332
|
|
|||
General and administrative
|
64,051
|
|
|
49,237
|
|
|
39,095
|
|
|||
Provision for impairment
|
5,278
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
708,406
|
|
|
749,722
|
|
|
768,820
|
|
|||
Total expenses
|
1,594,046
|
|
|
1,645,601
|
|
|
1,644,998
|
|
|||
Operating income
|
941,513
|
|
|
840,416
|
|
|
781,303
|
|
|||
Interest income
|
28,613
|
|
|
7,699
|
|
|
2,374
|
|
|||
Interest expense
|
(699,285
|
)
|
|
(723,152
|
)
|
|
(781,221
|
)
|
|||
Loss on foreign currency
|
(18,048
|
)
|
|
(7,312
|
)
|
|
—
|
|
|||
Warrant liability adjustment
|
—
|
|
|
(40,546
|
)
|
|
(502,234
|
)
|
|||
Gains from changes in control of investment properties
|
91,193
|
|
|
219,784
|
|
|
18,549
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(36,479
|
)
|
|
(15,007
|
)
|
|||
Income (loss) before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests
|
343,986
|
|
|
260,410
|
|
|
(496,236
|
)
|
|||
Provision for income taxes
|
(7,253
|
)
|
|
(345
|
)
|
|
(9,091
|
)
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
61,278
|
|
|
68,756
|
|
|
78,342
|
|
|||
Income (loss) from continuing operations
|
398,011
|
|
|
328,821
|
|
|
(426,985
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from discontinued operations, including gains (losses) on dispositions
|
137,989
|
|
|
(37,516
|
)
|
|
(95,313
|
)
|
|||
Gain on extinguishment of tax indemnification liability
|
77,215
|
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of debt
|
66,679
|
|
|
25,894
|
|
|
50,765
|
|
|||
Discontinued operations, net
|
281,883
|
|
|
(11,622
|
)
|
|
(44,548
|
)
|
|||
Net income (loss)
|
679,894
|
|
|
317,199
|
|
|
(471,533
|
)
|
|||
Allocation to noncontrolling interests
|
(14,044
|
)
|
|
(14,671
|
)
|
|
(9,700
|
)
|
|||
Net income (loss) attributable to General Growth Properties, Inc.
|
665,850
|
|
|
302,528
|
|
|
(481,233
|
)
|
|||
Preferred Stock dividends
|
(15,936
|
)
|
|
(14,078
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
649,914
|
|
|
$
|
288,450
|
|
|
$
|
(481,233
|
)
|
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
0.42
|
|
|
$
|
0.32
|
|
|
$
|
(0.47
|
)
|
Discontinued operations
|
0.32
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|||
Total basic earnings (loss) per share
|
$
|
0.74
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
0.39
|
|
|
$
|
0.32
|
|
|
$
|
(0.47
|
)
|
Discontinued operations
|
0.30
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
Total diluted earnings (loss) per share
|
$
|
0.69
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
Comprehensive Income (Loss), Net:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
679,894
|
|
|
$
|
317,199
|
|
|
$
|
(471,533
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation (year ended December 31, 2013 includes reclassification of ($109.9 million) accumulated other comprehensive loss into Net income attributable to common stockholders)
|
(13,604
|
)
|
|
49,644
|
|
|
(39,674
|
)
|
|||
Unrealized loss on available-for-sale securities
|
(54
|
)
|
|
(70
|
)
|
|
(165
|
)
|
|||
Other comprehensive income (loss)
|
(13,658
|
)
|
|
49,574
|
|
|
(39,839
|
)
|
|||
Comprehensive income (loss)
|
666,236
|
|
|
366,773
|
|
|
(511,372
|
)
|
|||
Comprehensive income allocated to noncontrolling interests
|
(13,966
|
)
|
|
(15,064
|
)
|
|
(9,442
|
)
|
|||
Comprehensive income (loss) attributable to General Growth Properties, Inc.
|
652,270
|
|
|
351,709
|
|
|
(520,814
|
)
|
|||
Preferred stock dividends
|
(15,936
|
)
|
|
(14,078
|
)
|
|
—
|
|
|||
Comprehensive income (loss), net, attributable to common stockholders
|
$
|
636,334
|
|
|
$
|
337,631
|
|
|
$
|
(520,814
|
)
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Common
Stock in
Treasury
|
|
Noncontrolling
Interests in
Consolidated Real
Estate Affiliates
|
|
Total
Equity
|
||||||||||||||||
Balance at January 1, 2012
|
$
|
9,353
|
|
|
$
|
—
|
|
|
$
|
10,405,318
|
|
|
$
|
(1,883,569
|
)
|
|
$
|
(47,773
|
)
|
|
$
|
—
|
|
|
$
|
96,016
|
|
|
$
|
8,579,345
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
(481,233
|
)
|
|
|
|
|
|
|
|
784
|
|
|
(480,449
|
)
|
||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,478
|
)
|
|
(13,478
|
)
|
||||||||
Restricted stock grants, net of forfeitures ((85,452) common shares)
|
(1
|
)
|
|
|
|
|
8,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,887
|
|
||||||||
Employee stock purchase program (98,076 common shares)
|
1
|
|
|
|
|
|
1,604
|
|
|
|
|
|
|
|
|
|
|
1,605
|
|
||||||||||||
Stock option grants, net of forfeitures (617,842 common shares)
|
6
|
|
|
|
|
19,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,859
|
|
|||||||||
Cash dividends reinvested (DRIP) in stock (3,111,365 common shares)
|
33
|
|
|
|
|
|
48,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,523
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,581
|
)
|
|
|
|
|
|
|
|
(39,581
|
)
|
||||||||
Cash distributions declared ($0.42 per share)
|
|
|
|
|
|
|
|
|
|
(394,029
|
)
|
|
|
|
|
|
|
|
|
|
|
(394,029
|
)
|
||||||||
Cash redemptions for common units in excess of carrying value
|
|
|
|
|
|
|
(1,083
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,083
|
)
|
||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership
|
|
|
|
|
|
|
(50,623
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,623
|
)
|
||||||||
Dividend for RPI Spin-off
|
|
|
|
|
|
|
|
|
|
26,044
|
|
|
|
|
|
|
|
|
|
|
|
26,044
|
|
||||||||
Balance at December 31, 2012
|
$
|
9,392
|
|
|
$
|
—
|
|
|
$
|
10,432,447
|
|
|
$
|
(2,732,787
|
)
|
|
$
|
(87,354
|
)
|
|
$
|
—
|
|
|
$
|
83,322
|
|
|
$
|
7,705,020
|
|
Net income
|
|
|
|
|
|
|
|
|
|
302,528
|
|
|
|
|
|
|
|
|
3,103
|
|
|
305,631
|
|
||||||||
Issuance of Preferred Stock, net of issuance costs
|
|
|
242,042
|
|
|
|
|
|
|
|
|
|
|
|
|
242,042
|
|
||||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,283
|
)
|
|
(4,283
|
)
|
||||||||
Restricted stock grants, net of forfeitures (18,444 common shares)
|
—
|
|
|
|
|
|
8,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,340
|
|
||||||||
Employee stock purchase program (135,317 common shares)
|
—
|
|
|
|
|
|
2,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,708
|
|
||||||||
Stock option grants, net of forfeitures (344,670 common shares)
|
3
|
|
|
|
|
|
35,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,998
|
|
||||||||
Treasury stock purchases (28,345,108 common shares)
|
|
|
|
|
|
|
|
|
|
|
(566,863
|
)
|
|
|
|
(566,863
|
)
|
||||||||||||||
Cash dividends reinvested (DRIP) in stock (28,852 common shares)
|
—
|
|
|
|
|
|
613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
613
|
|
||||||||
Other comprehensive loss before reclassification
|
|
|
|
|
|
|
|
|
|
|
|
|
(60,680
|
)
|
|
|
|
|
|
|
|
(60,680
|
)
|
||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
109,861
|
|
|
|
|
|
|
109,861
|
|
||||||||||||||
Cash distributions declared ($0.51 per share)
|
|
|
|
|
|
|
|
|
|
(471,386
|
)
|
|
|
|
|
|
|
|
|
|
|
(471,386
|
)
|
Cash distributions on Preferred Stock
|
|
|
|
|
|
|
(14,078
|
)
|
|
|
|
|
|
|
|
(14,078
|
)
|
||||||||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership
|
|
|
|
|
|
|
(3,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,173
|
)
|
||||||||
Common stock warrants
|
|
|
|
|
895,513
|
|
|
|
|
|
|
|
|
|
|
895,513
|
|
||||||||||||||
Balance at December 31, 2013
|
$
|
9,395
|
|
|
$
|
242,042
|
|
|
$
|
11,372,443
|
|
|
$
|
(2,915,723
|
)
|
|
$
|
(38,173
|
)
|
|
$
|
(566,863
|
)
|
|
$
|
82,142
|
|
|
$
|
8,185,263
|
|
Net income
|
|
|
|
|
|
|
|
|
|
665,850
|
|
|
|
|
|
|
|
|
1,851
|
|
|
667,701
|
|
||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,392
|
)
|
|
(4,392
|
)
|
||||||||
Restricted stock grants, net of forfeitures (16,112 common shares)
|
—
|
|
|
—
|
|
|
2,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,496
|
|
||||||||
Employee stock purchase program (138,446 common shares)
|
1
|
|
|
|
|
|
2,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,952
|
|
||||||||
Stock option grants, net of forfeitures (1,164,945 common shares)
|
12
|
|
|
|
|
|
40,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,726
|
|
||||||||
Treasury stock purchases (27,624,282 common shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(555,801
|
)
|
|
|
|
|
(555,801
|
)
|
||||||||
Cash dividends reinvested (DRIP) in stock (22,186 common shares)
|
1
|
|
|
—
|
|
|
505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
506
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,580
|
)
|
|
|
|
|
|
|
|
(13,580
|
)
|
||||||||
Cash distributions declared ($0.63 per share)
|
|
|
|
|
|
|
|
|
|
(556,931
|
)
|
|
|
|
|
|
|
|
|
|
|
(556,931
|
)
|
||||||||
Cash distributions on Preferred Stock
|
|
|
|
|
|
|
|
|
|
(15,936
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,936
|
)
|
||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership
|
|
|
|
|
|
|
3,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,169
|
|
||||||||
Fair value adjustment for noncontrolling interest in GGPOP
|
|
|
|
|
|
|
(70,653
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70,653
|
)
|
||||||||
Balance at December 31, 2014
|
$
|
9,409
|
|
|
$
|
242,042
|
|
|
$
|
11,351,625
|
|
|
$
|
(2,822,740
|
)
|
|
$
|
(51,753
|
)
|
|
$
|
(1,122,664
|
)
|
|
$
|
79,601
|
|
|
$
|
7,685,520
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows provided by Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
679,894
|
|
|
$
|
317,199
|
|
|
$
|
(471,533
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
(61,278
|
)
|
|
(68,756
|
)
|
|
(78,340
|
)
|
|||
Distributions received from Unconsolidated Real Estate Affiliates
|
46,463
|
|
|
53,592
|
|
|
35,399
|
|
|||
Provision for doubtful accounts
|
8,151
|
|
|
4,095
|
|
|
4,807
|
|
|||
Depreciation and amortization
|
718,064
|
|
|
773,255
|
|
|
813,953
|
|
|||
Amortization/write-off of deferred finance costs
|
13,621
|
|
|
9,453
|
|
|
5,380
|
|
|||
Accretion/write-off of debt market rate adjustments
|
13,442
|
|
|
9,698
|
|
|
(39,798
|
)
|
|||
Amortization of intangibles other than in-place leases
|
76,615
|
|
|
84,229
|
|
|
105,871
|
|
|||
Straight-line rent amortization
|
(48,935
|
)
|
|
(49,780
|
)
|
|
(61,963
|
)
|
|||
Deferred income taxes
|
(5,615
|
)
|
|
(3,847
|
)
|
|
1,655
|
|
|||
Litigation loss
|
17,854
|
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on dispositions, net
|
(131,849
|
)
|
|
811
|
|
|
(24,426
|
)
|
|||
Gains from changes in control of investment properties
|
(91,193
|
)
|
|
(219,784
|
)
|
|
(18,549
|
)
|
|||
Gain on extinguishment of debt
|
(66,679
|
)
|
|
(25,894
|
)
|
|
(60,676
|
)
|
|||
Provisions for impairment
|
5,278
|
|
|
30,936
|
|
|
118,588
|
|
|||
Loss (gain) on foreign currency
|
18,048
|
|
|
(7,312
|
)
|
|
—
|
|
|||
Warrant liability adjustment
|
—
|
|
|
40,546
|
|
|
502,234
|
|
|||
Cash paid for extinguishment of tax indemnification liability
|
(138,000
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of tax indemnification liability
|
(77,215
|
)
|
|
—
|
|
|
—
|
|
|||
Net changes:
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable
|
(19,613
|
)
|
|
1,697
|
|
|
4,985
|
|
|||
Prepaid expenses and other assets
|
(28,966
|
)
|
|
25,273
|
|
|
8,956
|
|
|||
Deferred expenses
|
(24,234
|
)
|
|
(44,877
|
)
|
|
(45,518
|
)
|
|||
Restricted cash
|
(1,070
|
)
|
|
16,894
|
|
|
50,864
|
|
|||
Accounts payable and accrued expenses
|
21,703
|
|
|
(80,902
|
)
|
|
(63,945
|
)
|
|||
Other, net
|
25,238
|
|
|
23,005
|
|
|
19,159
|
|
|||
Net cash provided by operating activities
|
949,724
|
|
|
889,531
|
|
|
807,103
|
|
|||
Cash Flows (used in) provided by Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of real estate and property additions
|
(537,357
|
)
|
|
(433,405
|
)
|
|
(362,358
|
)
|
|||
Development of real estate and property improvements
|
(624,829
|
)
|
|
(516,906
|
)
|
|
(339,988
|
)
|
|||
Loans to joint venture partners
|
(137,070
|
)
|
|
(32,161
|
)
|
|
—
|
|
|||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates
|
361,183
|
|
|
1,006,357
|
|
|
397,251
|
|
|||
Contributions to Unconsolidated Real Estate Affiliates
|
(130,500
|
)
|
|
(87,909
|
)
|
|
(265,107
|
)
|
|||
Distributions received from Unconsolidated Real Estate Affiliates in excess of income
|
387,234
|
|
|
222,053
|
|
|
372,205
|
|
|||
Increase (decrease) in restricted cash
|
3,414
|
|
|
8,831
|
|
|
(23,455
|
)
|
|||
Net cash (used in) provided by investing activities
|
(677,925
|
)
|
|
166,860
|
|
|
(221,452
|
)
|
|||
Cash Flows used in Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from refinancing/issuance of mortgages, notes and loans payable
|
2,401,407
|
|
|
5,501,047
|
|
|
5,622,525
|
|
|||
Principal payments on mortgages, notes and loans payable
|
(1,760,032
|
)
|
|
(5,155,453
|
)
|
|
(5,796,656
|
)
|
|||
Deferred finance costs
|
(21,264
|
)
|
|
(20,548
|
)
|
|
(34,137
|
)
|
|||
Net proceeds from issuance of Preferred Stock
|
—
|
|
|
242,042
|
|
|
—
|
|
|||
Purchase of Warrants
|
—
|
|
|
(633,229
|
)
|
|
—
|
|
|||
Treasury stock purchases
|
(555,801
|
)
|
|
(566,863
|
)
|
|
—
|
|
|||
Cash distributions paid to common stockholders
|
(534,151
|
)
|
|
(447,195
|
)
|
|
(384,339
|
)
|
|||
Cash distributions reinvested (DRIP) in common stock
|
506
|
|
|
614
|
|
|
48,523
|
|
|||
Cash distributions paid to preferred stockholders
|
(15,936
|
)
|
|
(10,093
|
)
|
|
—
|
|
|||
Cash distributions and redemptions paid to holders of common units
|
(718
|
)
|
|
(36,894
|
)
|
|
(3,812
|
)
|
|||
Other, net
|
9,390
|
|
|
22,637
|
|
|
14,188
|
|
|||
Net cash used in financing activities
|
(476,599
|
)
|
|
(1,103,935
|
)
|
|
(533,708
|
)
|
|||
Net change in cash and cash equivalents
|
(204,800
|
)
|
|
(47,544
|
)
|
|
51,943
|
|
|||
Cash and cash equivalents at beginning of year
|
577,271
|
|
|
624,815
|
|
|
572,872
|
|
|||
Cash and cash equivalents at end of year
|
$
|
372,471
|
|
|
$
|
577,271
|
|
|
$
|
624,815
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
688,297
|
|
|
$
|
834,155
|
|
|
$
|
859,809
|
|
Interest capitalized
|
16,665
|
|
|
11,210
|
|
|
1,489
|
|
|||
Income taxes paid
|
10,202
|
|
|
6,313
|
|
|
2,664
|
|
|||
Accrued capital expenditures included in accounts payable and accrued expenses
|
198,471
|
|
|
103,988
|
|
|
96,300
|
|
|||
Settlement of Tax indemnification liability:
|
|
|
|
|
|
||||||
Assets
|
106,743
|
|
|
—
|
|
|
—
|
|
|||
Liability extinguished
|
(321,958
|
)
|
|
—
|
|
|
—
|
|
|||
Non-Cash Transactions:
|
|
|
|
|
|
|
|
|
|||
Notes receivable related to sale of investment property and Aliansce
|
—
|
|
|
151,127
|
|
|
—
|
|
|||
Gain on investment in Unconsolidated Real Estate Affiliates
|
—
|
|
|
9,837
|
|
|
23,358
|
|
|||
Amendment of warrant agreement
|
—
|
|
|
895,513
|
|
|
—
|
|
|||
Non-Cash Sale of Retail Property
|
|
|
|
|
|
|
|
|
|||
Assets
|
21,426
|
|
|
71,881
|
|
|
20,296
|
|
|||
Liabilities and equity
|
(21,426
|
)
|
|
(71,881
|
)
|
|
(20,296
|
)
|
|||
Rouse Properties, Inc. Dividend:
|
|
|
|
|
|
|
|
|
|||
Non-cash dividend for RPI Spin-off
|
—
|
|
|
—
|
|
|
(26,044
|
)
|
|||
Non-Cash Distribution of RPI Spin-off:
|
|
|
|
|
|
|
|
|
|||
Assets
|
—
|
|
|
—
|
|
|
1,554,486
|
|
|||
Liabilities and equity
|
—
|
|
|
—
|
|
|
(1,554,486
|
)
|
|||
Non-Cash Sale of Property to RPI:
|
|
|
|
|
|
|
|
|
|||
Assets
|
—
|
|
|
—
|
|
|
63,672
|
|
|||
Liabilities and equity
|
—
|
|
|
—
|
|
|
(63,672
|
)
|
|||
Non-Cash Sale of Property to HHC:
|
|
|
|
|
|
|
|
|
|||
Assets
|
—
|
|
|
—
|
|
|
17,085
|
|
|||
Liabilities and equity
|
—
|
|
|
—
|
|
|
(17,085
|
)
|
|||
Non-Cash Acquisition of The Oaks and Westroads
|
|
|
|
|
|
|
|
|
|||
Assets (Consolidated)
|
—
|
|
|
—
|
|
|
218,071
|
|
|||
Liabilities and equity (Consolidated)
|
—
|
|
|
—
|
|
|
(218,071
|
)
|
|||
Non-Cash Acquisition of Quail Springs—Refer to Note 3
|
|
|
|
|
|
|
|
|
|||
Non-Cash Sale of The Grand Canal Shoppes and The Shoppes at The Palazzo—Refer to Note 3
|
|
|
|
|
|
|
|
|
|||
Non-Cash Sale of Bayside Marketplace—Refer to Note 3
|
|
|
|
|
|
|
Years
|
Buildings and improvements
|
10 - 45
|
Equipment and fixtures
|
3 - 20
|
Tenant improvements
|
Shorter of useful life or applicable lease term
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
608,840
|
|
|
$
|
(362,531
|
)
|
|
$
|
246,309
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
797,311
|
|
|
$
|
(420,370
|
)
|
|
$
|
376,941
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization/accretion effect on continuing operations
|
$
|
(196,792
|
)
|
|
$
|
(237,302
|
)
|
|
$
|
(327,185
|
)
|
Year
|
|
Amount
|
||
2015
|
|
$
|
133,254
|
|
2016
|
|
103,718
|
|
|
2017
|
|
78,008
|
|
|
2018
|
|
51,032
|
|
|
2019
|
|
28,320
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization of straight-line rent
|
$
|
48,254
|
|
|
$
|
47,567
|
|
|
$
|
58,331
|
|
Net amortization/accretion of above and below-market tenant leases
|
(66,285
|
)
|
|
(67,344
|
)
|
|
(78,541
|
)
|
|||
Lease termination income
|
10,590
|
|
|
10,633
|
|
|
8,544
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Straight-line rent receivables, net
|
$
|
228,153
|
|
|
$
|
188,291
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of January 1,
|
$
|
17,892
|
|
|
$
|
24,692
|
|
|
$
|
32,859
|
|
Provision for doubtful accounts(1)
|
10,934
|
|
|
5,528
|
|
|
7,000
|
|
|||
Provisions for doubtful accounts in discontinued operations
|
602
|
|
|
1,277
|
|
|
1,235
|
|
|||
Write-offs
|
(13,807
|
)
|
|
(13,605
|
)
|
|
(16,402
|
)
|
|||
Balance as of December 31,
|
$
|
15,621
|
|
|
$
|
17,892
|
|
|
$
|
24,692
|
|
(1)
|
Excludes recoveries of
$2.7 million
,
$1.9 million
and
$3.3 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Management fees from affiliates
|
$
|
70,887
|
|
|
$
|
68,681
|
|
|
$
|
70,506
|
|
Management fee expense
|
(26,972
|
)
|
|
(25,551
|
)
|
|
(23,061
|
)
|
|||
Net management fees from affiliates
|
$
|
43,915
|
|
|
$
|
43,130
|
|
|
$
|
47,445
|
|
•
|
Level 1—defined as observable inputs such as quoted prices for identical assets or liabilities in active markets;
|
•
|
Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
•
|
Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
Cash received from joint venture partner
|
$
|
71,883
|
|
Less: Proportionate share of previous investment in Bayside Marketplace
|
(19,310
|
)
|
|
Gain from change in control of investment property
|
$
|
91,193
|
|
Investment in real estate, including intangible assets and liabilities
|
$
|
314,750
|
|
Investment in Unconsolidated Real Estate Affiliate
|
39,774
|
|
|
Net working capital
|
515
|
|
|
Net assets acquired
|
$
|
355,039
|
|
Total fair value of net assets acquired
|
$
|
110,893
|
|
Previous investment in Quail Springs Mall
|
(35,610
|
)
|
|
Cash paid to acquire our joint venture partner's interest
|
(55,507
|
)
|
|
Gains from changes in control of investment properties
|
$
|
19,776
|
|
Investment in real estate, including intangible assets and liabilities
|
$
|
186,627
|
|
Fair value of debt
|
(77,204
|
)
|
|
Net working capital
|
1,470
|
|
|
Net assets acquired
|
$
|
110,893
|
|
Cash received from joint venture partner
|
$
|
411,476
|
|
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo
|
(211,468
|
)
|
|
Gains from changes in control of investment properties
|
$
|
200,008
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Retail and other revenue
|
$
|
27,276
|
|
|
$
|
73,329
|
|
|
$
|
151,856
|
|
Total revenues
|
27,276
|
|
|
73,329
|
|
|
151,856
|
|
|||
Retail and other operating expenses
|
17,515
|
|
|
56,926
|
|
|
117,352
|
|
|||
Provisions for impairment
|
—
|
|
|
30,935
|
|
|
108,681
|
|
|||
Total expenses
|
17,515
|
|
|
87,861
|
|
|
226,033
|
|
|||
Operating income (loss)
|
9,761
|
|
|
(14,532
|
)
|
|
(74,177
|
)
|
|||
Interest expense, net
|
(2,188
|
)
|
|
(22,167
|
)
|
|
(45,539
|
)
|
|||
Provision for income taxes
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||
Gains (losses) on dispositions
|
130,416
|
|
|
(817
|
)
|
|
24,426
|
|
|||
Net income (loss) from operations
|
137,989
|
|
|
(37,516
|
)
|
|
(95,313
|
)
|
|||
Gain on extinguishment of debt
|
66,679
|
|
|
25,894
|
|
|
50,765
|
|
|||
Gain on extinguishment of tax indemnification liability
|
77,215
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from discontinued operations
|
$
|
281,883
|
|
|
$
|
(11,622
|
)
|
|
$
|
(44,548
|
)
|
|
Total Fair Value
Measurement
|
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in real estate(1)
|
$
|
26,250
|
|
|
$
|
—
|
|
|
$
|
26,250
|
|
|
$
|
—
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Investments in real estate(1)
|
$
|
12,000
|
|
|
$
|
—
|
|
|
$
|
12,000
|
|
|
$
|
—
|
|
(1)
|
Refer to
Note 2
for more information regarding impairment.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount(1)
|
|
Estimated
Fair Value
|
|
Carrying
Amount(1)
|
|
Estimated
Fair Value
|
||||||||
Fixed-rate debt
|
$
|
13,606,936
|
|
|
$
|
14,211,247
|
|
|
$
|
13,919,820
|
|
|
$
|
13,957,952
|
|
Variable-rate debt
|
2,391,353
|
|
|
2,399,547
|
|
|
1,752,617
|
|
|
1,787,139
|
|
||||
|
$
|
15,998,289
|
|
|
$
|
16,610,794
|
|
|
$
|
15,672,437
|
|
|
$
|
15,745,091
|
|
(1)
|
Includes market rate adjustments of
$19.9 million
and
$0.9 million
as of
December 31, 2014
and
2013
, respectively.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
||
Land
|
$
|
1,152,485
|
|
|
$
|
1,046,354
|
|
Buildings and equipment
|
10,009,490
|
|
|
8,670,976
|
|
||
Less accumulated depreciation
|
(2,591,347
|
)
|
|
(2,301,054
|
)
|
||
Construction in progress
|
125,931
|
|
|
46,339
|
|
||
Net property and equipment
|
8,696,559
|
|
|
7,462,615
|
|
||
Investments in unconsolidated joint ventures
|
16,462
|
|
|
—
|
|
||
Net investment in real estate
|
8,713,021
|
|
|
7,462,615
|
|
||
Cash and cash equivalents
|
308,621
|
|
|
260,405
|
|
||
Accounts and notes receivable, net
|
203,511
|
|
|
187,533
|
|
||
Deferred expenses, net
|
281,835
|
|
|
254,949
|
|
||
Prepaid expenses and other assets
|
594,257
|
|
|
147,182
|
|
||
Total assets
|
$
|
10,101,245
|
|
|
$
|
8,312,684
|
|
Liabilities and Owners' Equity:
|
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
7,945,828
|
|
|
$
|
6,503,686
|
|
Accounts payable, accrued expenses and other liabilities
|
418,995
|
|
|
324,620
|
|
||
Cumulative effect of foreign currency translation ("CFCT")
|
(35,238
|
)
|
|
(22,896
|
)
|
||
Owners' equity, excluding CFCT
|
1,771,660
|
|
|
1,507,274
|
|
||
Total liabilities and owners' equity
|
$
|
10,101,245
|
|
|
$
|
8,312,684
|
|
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
|
|
|
|
|
|
||
Owners' equity
|
$
|
1,736,422
|
|
|
$
|
1,484,378
|
|
Less: joint venture partners' equity
|
(861,515
|
)
|
|
(760,804
|
)
|
||
Plus: excess investment/basis differences
|
1,694,257
|
|
|
1,666,719
|
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
$
|
2,569,164
|
|
|
$
|
2,390,293
|
|
Reconciliation—Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
||
Asset—Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
$
|
2,604,762
|
|
|
$
|
2,407,698
|
|
Liability—Investment in Unconsolidated
Real Estate Affiliates
|
(35,598
|
)
|
|
(17,405
|
)
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
$
|
2,569,164
|
|
|
$
|
2,390,293
|
|
|
Year Ended
December 31, 2014 |
|
Year Ended
December 31, 2013 |
|
Year Ended
December 31, 2012 |
||||||
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Minimum rents
|
$
|
827,436
|
|
|
$
|
768,353
|
|
|
$
|
710,895
|
|
Tenant recoveries
|
355,188
|
|
|
327,033
|
|
|
296,815
|
|
|||
Overage rents
|
30,915
|
|
|
32,500
|
|
|
25,794
|
|
|||
Other
|
39,804
|
|
|
34,007
|
|
|
32,755
|
|
|||
Total revenues
|
1,253,343
|
|
|
1,161,893
|
|
|
1,066,259
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Real estate taxes
|
110,665
|
|
|
104,270
|
|
|
95,435
|
|
|||
Property maintenance costs
|
39,105
|
|
|
34,666
|
|
|
37,835
|
|
|||
Marketing
|
14,626
|
|
|
15,981
|
|
|
16,573
|
|
|||
Other property operating costs
|
172,547
|
|
|
160,286
|
|
|
152,866
|
|
|||
Provision for doubtful accounts
|
3,052
|
|
|
1,283
|
|
|
1,937
|
|
|||
Property management and other costs(1)
|
57,980
|
|
|
52,803
|
|
|
48,597
|
|
|||
General and administrative
|
9,250
|
|
|
2,333
|
|
|
1,660
|
|
|||
Depreciation and amortization
|
325,787
|
|
|
279,522
|
|
|
260,075
|
|
|||
Total expenses
|
733,012
|
|
|
651,144
|
|
|
614,978
|
|
|||
Operating income
|
520,331
|
|
|
510,749
|
|
|
451,281
|
|
|||
Interest income
|
5,909
|
|
|
1,431
|
|
|
746
|
|
|||
Interest expense
|
(315,339
|
)
|
|
(286,917
|
)
|
|
(278,935
|
)
|
|||
Provision for income taxes
|
(1,497
|
)
|
|
(316
|
)
|
|
(935
|
)
|
|||
Equity in loss of unconsolidated joint ventures
|
(194
|
)
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations
|
209,210
|
|
|
224,947
|
|
|
172,157
|
|
|||
Net income from disposed investment
|
1,415
|
|
|
28,166
|
|
|
52,429
|
|
|||
Allocation to noncontrolling interests
|
(58
|
)
|
|
1
|
|
|
(74
|
)
|
|||
Net income attributable to the ventures
|
$
|
210,567
|
|
|
$
|
253,114
|
|
|
$
|
224,512
|
|
Equity In Income of Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to the ventures
|
$
|
210,567
|
|
|
$
|
253,114
|
|
|
$
|
224,512
|
|
Joint venture partners' share of income
|
(114,263
|
)
|
|
(140,193
|
)
|
|
(131,047
|
)
|
|||
Amortization of capital or basis differences
|
(35,026
|
)
|
|
(44,165
|
)
|
|
(15,123
|
)
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
$
|
61,278
|
|
|
$
|
68,756
|
|
|
$
|
78,342
|
|
(1)
|
Includes management fees charged to the unconsolidated joint ventures by GGMI, GGSI and GGPLP.
|
|
December 31,
2014(1)
|
|
Weighted-Average
Interest Rate(2)
|
|
December 31,
2013(3)
|
|
Weighted-Average
Interest Rate(2)
|
||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable(4)
|
$
|
13,600,337
|
|
|
4.52
|
%
|
|
$
|
13,907,029
|
|
|
4.55
|
%
|
Corporate and other unsecured loans
|
6,599
|
|
|
4.41
|
%
|
|
12,791
|
|
|
4.41
|
%
|
||
Total fixed-rate debt
|
13,606,936
|
|
|
4.52
|
%
|
|
13,919,820
|
|
|
4.55
|
%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable(4)
|
2,291,353
|
|
|
2.00
|
%
|
|
1,700,817
|
|
|
2.61
|
%
|
||
Revolving credit facility
|
100,000
|
|
|
1.73
|
%
|
|
51,800
|
|
|
1.74
|
%
|
||
Total variable-rate debt
|
2,391,353
|
|
|
1.99
|
%
|
|
1,752,617
|
|
|
2.59
|
%
|
||
Total Mortgages, notes and loans payable
|
$
|
15,998,289
|
|
|
4.14
|
%
|
|
$
|
15,672,437
|
|
|
4.33
|
%
|
Junior Subordinated Notes
|
$
|
206,200
|
|
|
1.68
|
%
|
|
$
|
206,200
|
|
|
1.69
|
%
|
(1)
|
Includes net
$19.9 million
of debt market rate adjustments.
|
(2)
|
Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.
|
(3)
|
Includes net
$0.9 million
of debt market rate adjustments.
|
(4)
|
$100.9 million
of the fixed-rate balance and
$1.4 billion
of the variable-rate balance is cross-collateralized.
|
|
December 31,
2014(2)
|
|
Weighted-Average
Interest Rate
|
|
December 31,
2013(3)
|
|
Weighted-Average
Interest Rate
|
||||||
Unsecured debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
HHC Note(1)
|
6,735
|
|
|
4.41
|
%
|
|
13,179
|
|
|
4.41
|
%
|
||
Revolving credit facility
|
100,000
|
|
|
1.73
|
%
|
|
51,800
|
|
|
1.74
|
%
|
||
Total unsecured debt
|
$
|
106,735
|
|
|
1.90
|
%
|
|
$
|
64,979
|
|
|
2.28
|
%
|
(1)
|
Matures in December 2015.
|
(2)
|
Excludes a market rate discount of
$0.1 million
that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.
|
(3)
|
Excludes a market rate discount of
$0.4 million
that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan.
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Current
|
$
|
13,994
|
|
|
$
|
3,855
|
|
|
$
|
5,036
|
|
Deferred
|
(6,741
|
)
|
|
(3,510
|
)
|
|
4,055
|
|
|||
Total from Continuing Operations
|
7,253
|
|
|
345
|
|
|
9,091
|
|
|||
Current
|
—
|
|
|
—
|
|
|
23
|
|
|||
Total from Discontinued Operations
|
—
|
|
|
—
|
|
|
23
|
|
|||
Total
|
$
|
7,253
|
|
|
$
|
345
|
|
|
$
|
9,114
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Total deferred tax assets
|
$
|
19,347
|
|
|
$
|
16,077
|
|
|
$
|
17,778
|
|
Valuation allowance
|
(15,127
|
)
|
|
(15,171
|
)
|
|
(16,876
|
)
|
|||
Net deferred tax assets
|
4,220
|
|
|
906
|
|
|
902
|
|
|||
Total deferred tax liabilities
|
(21,240
|
)
|
|
(24,667
|
)
|
|
(28,174
|
)
|
|||
Net deferred tax liabilities
|
$
|
(17,020
|
)
|
|
$
|
(23,761
|
)
|
|
$
|
(27,272
|
)
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Operating loss and tax credit carryforwards
|
$
|
15,699
|
|
|
$
|
15,477
|
|
|
$
|
15,051
|
|
Other TRS property, primarily differences in basis of assets and liabilities
|
(17,592
|
)
|
|
(24,067
|
)
|
|
(25,447
|
)
|
|||
Valuation allowance
|
(15,127
|
)
|
|
(15,171
|
)
|
|
(16,876
|
)
|
|||
Net deferred tax liabilities
|
$
|
(17,020
|
)
|
|
$
|
(23,761
|
)
|
|
$
|
(27,272
|
)
|
Initial Warrant Holder
|
|
Number of Warrants
|
|
Initial
Exercise Price
|
|||
Brookfield
|
|
57,500,000
|
|
|
$
|
10.75
|
|
Blackstone—B(2)
|
|
2,500,000
|
|
|
10.75
|
|
|
Fairholme(2)
|
|
41,070,000
|
|
|
10.50
|
|
|
Pershing Square(1)
|
|
16,430,000
|
|
|
10.50
|
|
|
Blackstone—A(2)
|
|
2,500,000
|
|
|
10.50
|
|
|
|
|
120,000,000
|
|
|
|
|
(1)
|
On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor.
|
(2)
|
On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGP.
|
|
|
|
|
Exercise Price
|
|||||||
Record Date
|
|
Issuable Shares (1)
|
|
Brookfield and
Blackstone—B (2)
|
|
Fairholme,
Pershing Square and
Blackstone—A (2)(3)
|
|||||
April 16, 2013
|
|
83,443,178
|
|
|
$
|
9.53
|
|
|
$
|
9.30
|
|
July 16, 2013
|
|
83,945,892
|
|
|
9.47
|
|
|
9.25
|
|
||
October 15, 2013
|
|
84,507,750
|
|
|
9.41
|
|
|
9.19
|
|
||
December 13, 2013
|
|
85,084,392
|
|
|
9.34
|
|
|
9.12
|
|
||
April 15, 2014
|
|
85,668,428
|
|
|
9.28
|
|
|
9.06
|
|
||
July 15, 2014
|
|
86,215,500
|
|
|
9.22
|
|
|
9.01
|
|
||
October 15, 2014
|
|
86,806,928
|
|
|
9.16
|
|
|
8.94
|
|
||
December 15, 2014
|
|
87,353,999
|
|
|
9.10
|
|
|
8.89
|
|
(1)
|
Issuable shares as of April 16, 2013 exclude the Fairholme and Blackstone A and B warrants purchased by GGPLP.
|
(2)
|
On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGPLP.
|
(3)
|
On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor.
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Balance as of January 1,
|
|
$
|
1,488,196
|
|
|
$
|
985,962
|
|
Warrant liability adjustment
|
|
40,546
|
|
|
502,234
|
|
||
Purchase of Warrants by GGPLP
|
|
(633,229
|
)
|
|
—
|
|
||
Reclassification to equity
|
|
(895,513
|
)
|
|
—
|
|
||
Balance as of December 31,
|
|
$
|
—
|
|
|
$
|
1,488,196
|
|
|
|
March 28, 2013
|
|
December 31, 2012
|
Fair value of Warrants
|
|
$895,513
|
|
$1,488,196
|
Observable Inputs
|
|
|
|
|
GGP stock price per share
|
|
$19.88
|
|
$19.85
|
Warrant term
|
|
4.62
|
|
4.86
|
Unobservable Inputs
|
|
|
|
|
Expected volatility
|
|
30%
|
|
33%
|
Range of values considered
|
|
(15% - 65%)
|
|
(20% - 65%)
|
Discount for lack of marketability
|
|
3%
|
|
3%
|
Range of values considered
|
|
(3% - 7%)
|
|
(3% - 7%)
|
Year
|
|
Amount
|
||
2015
|
|
$
|
1,385,785
|
|
2016
|
|
1,280,551
|
|
|
2017
|
|
1,136,836
|
|
|
2018
|
|
998,624
|
|
|
2019
|
|
858,889
|
|
|
Subsequent
|
|
3,051,023
|
|
|
|
|
$
|
8,711,708
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Distributions to preferred Operating Partnership units
|
$
|
(8,965
|
)
|
|
$
|
(9,287
|
)
|
|
$
|
(12,414
|
)
|
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units)
|
(3,228
|
)
|
|
(2,281
|
)
|
|
3,498
|
|
|||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates
|
(1,851
|
)
|
|
(3,103
|
)
|
|
(784
|
)
|
|||
Allocation to noncontrolling interests
|
(14,044
|
)
|
|
(14,671
|
)
|
|
(9,700
|
)
|
|||
Other comprehensive loss allocated to noncontrolling interests
|
78
|
|
|
(393
|
)
|
|
258
|
|
|||
Comprehensive income allocated to noncontrolling interests
|
$
|
(13,966
|
)
|
|
$
|
(15,064
|
)
|
|
$
|
(9,442
|
)
|
|
Number of Common
Units for each
Preferred Unit
|
|
Number of
Contractual
Convertible
Preferred Units
Outstanding as of
December 31, 2014
|
|
Converted Basis to
Common Units
Outstanding as of
December 31, 2014
|
|
Conversion Price
|
|
Redemption Value
|
|||||||
Series B(1)
|
3.00000
|
|
|
1,279,386
|
|
|
3,990,772
|
|
|
$
|
16.66670
|
|
|
112,260
|
|
|
Series D
|
1.50821
|
|
|
532,750
|
|
|
803,498
|
|
|
33.15188
|
|
|
26,637
|
|
||
Series E
|
1.29836
|
|
|
502,658
|
|
|
652,631
|
|
|
38.51000
|
|
|
25,133
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
164,030
|
|
(1)
|
The conversion price of Series B preferred units is lower than the GGP
December 31, 2014
closing common stock price of
$28.13
. Therefore, a common stock price of
$28.13
is used to calculate the Series B redemption value.
|
Balance at January 1, 2012
|
$
|
223,795
|
|
Net loss
|
(3,498
|
)
|
|
Distributions
|
(2,850
|
)
|
|
Redemption of operating partnership units
|
(2,730
|
)
|
|
Dividend for RPI Spin-Off
|
3,137
|
|
|
Other comprehensive loss
|
(258
|
)
|
|
Fair value adjustment for noncontrolling interests in Operating Partnership
|
50,623
|
|
|
Balance at December 31, 2012
|
$
|
268,219
|
|
Balance at January 1, 2013
|
268,219
|
|
|
Net income
|
2,281
|
|
|
Distributions
|
(3,275
|
)
|
|
Redemption of operating partnership units (1)
|
(41,889
|
)
|
|
Other comprehensive income
|
393
|
|
|
Fair value adjustment for noncontrolling interests in Operating Partnership
|
3,173
|
|
|
Balance at December 31, 2013
|
$
|
228,902
|
|
Balance at January 1, 2014
|
$
|
228,902
|
|
Net income
|
3,228
|
|
|
Distributions
|
(3,059
|
)
|
|
Redemption of operating partnership units
|
(350
|
)
|
|
Other comprehensive income
|
(78
|
)
|
|
Fair value adjustment for noncontrolling interests in Operating Partnership
|
70,653
|
|
|
Balance at December 31, 2014
|
$
|
299,296
|
|
(1)
|
Operating partnership unit holders redeemed
1,756,521
units in 2013.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2014
|
|
|
|
|
|
|
|
|
November 14
|
|
December 15
|
|
January 2, 2015
|
|
$
|
0.17
|
|
August 12
|
|
October 15
|
|
October 31, 2014
|
|
0.16
|
|
|
May 15
|
|
July 15
|
|
July 31, 2014
|
|
0.15
|
|
|
February 26
|
|
April 15
|
|
April 30, 2014
|
|
0.15
|
|
|
2013
|
|
|
|
|
|
|
|
|
October 28
|
|
December 13
|
|
January 2, 2014
|
|
$
|
0.14
|
|
July 29
|
|
October 15
|
|
October 29, 2013
|
|
0.13
|
|
|
May 10
|
|
July 16
|
|
July 30, 2013
|
|
0.12
|
|
|
February 4
|
|
April 16
|
|
April 30, 2013
|
|
0.12
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Ordinary income
|
$
|
0.499
|
|
|
$
|
0.330
|
|
|
$
|
0.316
|
|
Capital gain distributions
|
0.034
|
|
|
0.290
|
|
|
0.221
|
|
|||
Distributions per share
|
$
|
0.533
|
|
|
$
|
0.620
|
|
|
$
|
0.537
|
|
|
|
|
|
|
|
|
||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2014
|
|
|
|
|
|
|
||
November 14
|
|
December 15
|
|
January 2, 2015
|
|
$
|
0.3984
|
|
August 12
|
|
September 15
|
|
October 1, 2014
|
|
0.3984
|
|
|
May 15
|
|
June 16
|
|
July 1, 2014
|
|
0.3984
|
|
|
February 26
|
|
March 17
|
|
April 1, 2014
|
|
0.3984
|
|
|
2013
|
|
|
|
|
|
|
|
|
October 28
|
|
December 13
|
|
January 2, 2014
|
|
$
|
0.3984
|
|
July 29
|
|
September 13
|
|
October 1, 2013
|
|
0.3984
|
|
|
May 10
|
|
June 14
|
|
July 1, 2013
|
|
0.3984
|
|
|
March 4
|
|
March 15
|
|
April 1, 2013
|
|
0.2125
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerators—Basic:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
398,011
|
|
|
$
|
328,821
|
|
|
$
|
(426,985
|
)
|
Preferred Stock dividend
|
(15,936
|
)
|
|
(14,078
|
)
|
|
—
|
|
|||
Allocation to noncontrolling interests
|
(12,935
|
)
|
|
(14,602
|
)
|
|
(9,663
|
)
|
|||
Income (loss) from continuing operations—net of noncontrolling interests
|
369,140
|
|
|
300,141
|
|
|
(436,648
|
)
|
|||
Discontinued operations
|
281,883
|
|
|
(11,622
|
)
|
|
(44,548
|
)
|
|||
Allocation to noncontrolling interests
|
(1,109
|
)
|
|
(69
|
)
|
|
(37
|
)
|
|||
Discontinued operations—net of noncontrolling interests
|
280,774
|
|
|
(11,691
|
)
|
|
(44,585
|
)
|
|||
Net income (loss)
|
679,894
|
|
|
317,199
|
|
|
(471,533
|
)
|
|||
Preferred Stock dividend
|
(15,936
|
)
|
|
(14,078
|
)
|
|
—
|
|
|||
Allocation to noncontrolling interests
|
(14,044
|
)
|
|
(14,671
|
)
|
|
(9,700
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
649,914
|
|
|
$
|
288,450
|
|
|
$
|
(481,233
|
)
|
Numerators—Diluted:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations—net of noncontrolling interests
|
$
|
369,140
|
|
|
$
|
300,141
|
|
|
$
|
(436,648
|
)
|
Diluted income (loss) from continuing operations
|
$
|
369,140
|
|
|
$
|
300,141
|
|
|
$
|
(436,648
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
649,914
|
|
|
$
|
288,450
|
|
|
$
|
(481,233
|
)
|
Diluted net income (loss) attributable to common stockholders
|
$
|
649,914
|
|
|
$
|
288,450
|
|
|
$
|
(481,233
|
)
|
Denominators:
|
|
|
|
|
|
|
|
|
|||
Weighted-average number of common shares outstanding—basic
|
887,031
|
|
|
930,643
|
|
|
938,049
|
|
|||
Effect of dilutive securities
|
57,690
|
|
|
3,425
|
|
|
—
|
|
|||
Weighted-average number of common shares outstanding—diluted
|
944,721
|
|
|
934,068
|
|
|
938,049
|
|
|||
Anti-dilutive Securities:
|
|
|
|
|
|
|
|
|
|||
Effect of Preferred Units
|
5,505
|
|
|
5,506
|
|
|
5,526
|
|
|||
Effect of Common Units
|
4,833
|
|
|
6,434
|
|
|
6,819
|
|
|||
Effect of Stock Options
|
—
|
|
|
—
|
|
|
2,352
|
|
|||
Effect of Warrants
|
—
|
|
|
46,724
|
|
|
61,065
|
|
|||
|
10,338
|
|
|
58,664
|
|
|
75,762
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Stock options Outstanding at January 1,
|
21,565,281
|
|
|
$
|
17.28
|
|
|
9,692,499
|
|
|
$
|
13.59
|
|
|
11,503,869
|
|
|
$
|
15.65
|
|
Granted
|
50,000
|
|
|
22.41
|
|
|
12,740,784
|
|
|
19.97
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(1,164,945
|
)
|
|
15.47
|
|
|
(339,723
|
)
|
|
14.33
|
|
|
(607,473
|
)
|
|
13.89
|
|
|||
Forfeited
|
(662,820
|
)
|
|
18.89
|
|
|
(488,969
|
)
|
|
16.27
|
|
|
(703,183
|
)
|
|
14.68
|
|
|||
Expired
|
(43,292
|
)
|
|
14.58
|
|
|
(39,310
|
)
|
|
14.35
|
|
|
(500,714
|
)
|
|
46.28
|
|
|||
Stock options Outstanding at December 31,
|
19,744,224
|
|
|
$
|
17.36
|
|
|
21,565,281
|
|
|
$
|
17.28
|
|
|
9,692,499
|
|
|
$
|
13.59
|
|
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
||||||||||||||||
Range of Exercise Prices
|
|
Shares
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Weighted
Average
Exercise
Price
|
||||||||
$8.00 - $12.00
|
|
2,000,000
|
|
|
5.8
|
|
$
|
9.69
|
|
|
2,000,000
|
|
|
5.8
|
|
$
|
9.69
|
|
||
$13.00 - $17.00
|
|
5,863,404
|
|
|
6.4
|
|
14.62
|
|
|
3,397,118
|
|
|
6.4
|
|
14.58
|
|
||||
$18.00 - $23.00
|
|
11,880,820
|
|
|
8.4
|
|
20.00
|
|
|
2,592,624
|
|
|
8.4
|
|
20.07
|
|
||||
Total
|
|
17,746,224
|
|
|
7.6
|
|
$
|
17.36
|
|
|
7,989,742
|
|
|
6.9
|
|
$
|
15.14
|
|
||
|
|
$
|
212,645
|
|
|
|
|
|
|
|
$
|
103,787
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||||||||
Nonvested restricted stock grants outstanding as of beginning of period
|
1,242,924
|
|
|
$
|
13.99
|
|
|
1,426,338
|
|
|
$
|
14.07
|
|
|
1,716,932
|
|
|
$
|
14.19
|
|
Granted
|
34,100
|
|
|
20.04
|
|
|
37,352
|
|
|
19.97
|
|
|
37,731
|
|
|
14.89
|
|
|||
Vested
|
(1,154,894
|
)
|
|
14.08
|
|
|
(164,970
|
)
|
|
15.69
|
|
|
(205,142
|
)
|
|
14.73
|
|
|||
Canceled
|
(17,988
|
)
|
|
14.73
|
|
|
(55,796
|
)
|
|
15.15
|
|
|
(123,183
|
)
|
|
14.89
|
|
|||
Nonvested restricted stock grants outstanding as of end of period
|
104,142
|
|
|
$
|
14.79
|
|
|
1,242,924
|
|
|
$
|
13.99
|
|
|
1,426,338
|
|
|
$
|
14.07
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
|
2012
|
||
Risk-free interest rate(*)
|
2.20
|
%
|
|
1.71
|
%
|
|
No options granted
|
Dividend yield(*)
|
2.70
|
%
|
|
2.52
|
%
|
|
No options granted
|
Expected volatility
|
30.00
|
%
|
|
32.32
|
%
|
|
No options granted
|
Expected life (in years)
|
6.25
|
|
|
6.5
|
|
|
No options granted
|
(*)
|
Weighted average
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options—Property management and other costs
|
$
|
7,468
|
|
|
$
|
5,104
|
|
|
$
|
3,111
|
|
Stock options—General and administrative
|
15,074
|
|
|
9,553
|
|
|
6,282
|
|
|||
Restricted stock—Property management and other costs
|
1,683
|
|
|
1,504
|
|
|
1,553
|
|
|||
Restricted stock—General and administrative
|
1,013
|
|
|
6,855
|
|
|
7,922
|
|
|||
Total
|
$
|
25,238
|
|
|
$
|
23,016
|
|
|
$
|
18,868
|
|
Year
|
Amount
|
||
2015
|
$
|
19,558
|
|
2016
|
16,507
|
|
|
2017
|
13,976
|
|
|
2018
|
1,731
|
|
|
|
51,772
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Trade receivables
|
|
$
|
124,698
|
|
|
$
|
123,522
|
|
Notes receivable
|
|
320,881
|
|
|
179,559
|
|
||
Straight-line rent receivable
|
|
230,172
|
|
|
190,332
|
|
||
Other accounts receivable
|
|
3,638
|
|
|
3,378
|
|
||
Total Accounts and notes receivable
|
|
679,389
|
|
|
496,791
|
|
||
Provision for doubtful accounts
|
|
(15,621
|
)
|
|
(17,892
|
)
|
||
Total Accounts and notes receivable, net
|
|
$
|
663,768
|
|
|
$
|
478,899
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above-market tenant leases, net
|
$
|
870,103
|
|
|
$
|
(498,016
|
)
|
|
$
|
372,087
|
|
|
$
|
1,022,398
|
|
|
$
|
(478,998
|
)
|
|
$
|
543,400
|
|
Below-market ground leases, net
|
119,866
|
|
|
(8,906
|
)
|
|
110,960
|
|
|
164,017
|
|
|
(13,597
|
)
|
|
150,420
|
|
||||||
Real estate tax stabilization agreement, net
|
111,506
|
|
|
(26,146
|
)
|
|
85,360
|
|
|
111,506
|
|
|
(19,834
|
)
|
|
91,672
|
|
||||||
Total intangible assets
|
$
|
1,101,475
|
|
|
$
|
(533,068
|
)
|
|
$
|
568,407
|
|
|
$
|
1,297,921
|
|
|
$
|
(512,429
|
)
|
|
$
|
785,492
|
|
Remaining Prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Security and escrow deposits
|
|
|
|
|
|
|
93,676
|
|
|
|
|
|
|
|
|
145,999
|
|
||||||
Prepaid expenses
|
|
|
|
|
|
|
76,306
|
|
|
|
|
|
|
|
|
23,283
|
|
||||||
Other non-tenant receivables
|
|
|
|
|
|
|
28,712
|
|
|
|
|
|
|
|
|
25,988
|
|
||||||
Deferred tax, net of valuation allowances
|
|
|
|
|
|
|
4,220
|
|
|
|
|
|
|
|
|
906
|
|
||||||
Other
|
|
|
|
|
|
|
42,456
|
|
|
|
|
|
|
|
|
13,901
|
|
||||||
Total remaining Prepaid expenses and other assets
|
|
|
|
|
|
|
245,370
|
|
|
|
|
|
|
|
|
210,077
|
|
||||||
Total Prepaid expenses and other assets
|
|
|
|
|
|
|
$
|
813,777
|
|
|
|
|
|
|
|
|
$
|
995,569
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross Liability
|
|
Accumulated
Accretion
|
|
Balance
|
|
Gross Liability
|
|
Accumulated
Accretion
|
|
Balance
|
||||||||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Below-market tenant leases, net
|
$
|
502,919
|
|
|
$
|
(259,390
|
)
|
|
$
|
243,529
|
|
|
$
|
622,710
|
|
|
$
|
(271,215
|
)
|
|
$
|
351,495
|
|
Above-market headquarters office leases, net
|
15,268
|
|
|
(6,867
|
)
|
|
8,401
|
|
|
15,268
|
|
|
(5,130
|
)
|
|
10,138
|
|
||||||
Above-market ground leases, net
|
9,127
|
|
|
(1,522
|
)
|
|
7,605
|
|
|
9,756
|
|
|
(1,181
|
)
|
|
8,575
|
|
||||||
Total intangible liabilities
|
$
|
527,314
|
|
|
$
|
(267,779
|
)
|
|
$
|
259,535
|
|
|
$
|
647,734
|
|
|
$
|
(277,526
|
)
|
|
$
|
370,208
|
|
Remaining Accounts payable and accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest
|
|
|
|
|
|
|
54,332
|
|
|
|
|
|
|
|
|
58,777
|
|
||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
82,292
|
|
|
|
|
|
|
|
|
102,246
|
|
||||||
Accrued real estate taxes
|
|
|
|
|
|
|
85,910
|
|
|
|
|
|
|
|
|
92,663
|
|
||||||
Deferred gains/income
|
|
|
|
|
|
|
114,968
|
|
|
|
|
|
|
|
|
115,354
|
|
||||||
Accrued payroll and other employee liabilities
|
|
|
|
|
|
|
55,059
|
|
|
|
|
|
|
|
|
34,006
|
|
||||||
Construction payable
|
|
|
|
|
|
|
198,471
|
|
|
|
|
|
|
|
|
103,988
|
|
||||||
Tenant and other deposits
|
|
|
|
|
|
|
21,423
|
|
|
|
|
|
|
|
|
21,434
|
|
||||||
Insurance reserve liability
|
|
|
|
|
|
|
16,509
|
|
|
|
|
|
|
|
|
16,643
|
|
||||||
Capital lease obligations
|
|
|
|
|
|
|
12,066
|
|
|
|
|
|
|
|
|
12,703
|
|
||||||
Conditional asset retirement obligation liability
|
|
|
|
|
|
|
10,135
|
|
|
|
|
|
|
|
|
10,424
|
|
||||||
Uncertain tax position liability
|
|
|
|
|
|
|
6,663
|
|
|
|
|
|
|
|
|
5,536
|
|
||||||
Other
|
|
|
|
|
|
|
17,534
|
|
|
|
|
|
|
|
|
27,013
|
|
||||||
Total remaining Accounts payable and accrued expenses
|
|
|
|
|
|
|
675,362
|
|
|
|
|
|
|
|
|
600,787
|
|
||||||
Total Accounts payable and accrued expenses
|
|
|
|
|
|
|
$
|
934,897
|
|
|
|
|
|
|
|
|
$
|
970,995
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Net unrealized gains on financial instruments
|
$
|
70
|
|
|
$
|
124
|
|
Foreign currency translation
|
(51,823
|
)
|
|
(38,297
|
)
|
||
|
$
|
(51,753
|
)
|
|
$
|
(38,173
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Contractual rent expense, including participation rent
|
|
$
|
13,605
|
|
|
$
|
13,475
|
|
|
$
|
13,933
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
|
9,036
|
|
|
8,670
|
|
|
8,906
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Subsequent/
Other
|
|
Total
|
||||||||||||||
Mortgages, notes and loans payable(1)
|
$
|
650,557
|
|
|
$
|
692,066
|
|
|
$
|
877,261
|
|
|
$
|
1,837,460
|
|
|
$
|
1,327,020
|
|
|
$
|
10,613,925
|
|
|
$
|
15,998,289
|
|
Retained debt-principal
|
1,530
|
|
|
1,601
|
|
|
1,705
|
|
|
1,801
|
|
|
1,902
|
|
|
80,734
|
|
|
89,273
|
|
|||||||
Purchase obligations (2)
|
203,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,262
|
|
|||||||
Ground lease payments
|
4,821
|
|
|
4,820
|
|
|
4,849
|
|
|
4,767
|
|
|
4,810
|
|
|
162,764
|
|
|
186,831
|
|
|||||||
Junior Subordinated Notes(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,200
|
|
|
206,200
|
|
|||||||
Uncertain tax position liability(4)
|
6,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,663
|
|
|||||||
Total
|
$
|
866,833
|
|
|
$
|
698,487
|
|
|
$
|
883,815
|
|
|
$
|
1,844,028
|
|
|
$
|
1,333,732
|
|
|
$
|
11,063,623
|
|
|
$
|
16,690,518
|
|
(1)
|
The
$100.0 million
outstanding on the revolving credit facility as of
December 31, 2014
is included in
2015
.
|
(2)
|
Purchase obligations relate to payables for capital expenditures.
|
(3)
|
The
$206.2 million
of Junior Subordinated Notes are due in 2036, but may be redeemed any time after April 30, 2011. As we do not expect to redeem the notes prior to maturity, they are included in the consolidated debt maturing subsequent to
2019
.
|
(4)
|
We believe that it is reasonably possible that all of our currently remaining unrecognized tax benefits may be recognized by the end of 2015 upon the potential settlement of an audit and the expiration of the statute of limitations.
|
|
2014
|
||||||||||||||
|
First Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
622,884
|
|
|
$
|
611,894
|
|
|
$
|
627,759
|
|
|
$
|
673,022
|
|
Operating income
|
222,905
|
|
|
206,350
|
|
|
237,931
|
|
|
274,327
|
|
||||
Income from continuing operations
|
58,915
|
|
|
55,237
|
|
|
68,577
|
|
|
215,282
|
|
||||
Income from discontinued operations
|
72,972
|
|
|
121,853
|
|
|
8,822
|
|
|
78,236
|
|
||||
Net income attributable to common shareholders
|
124,052
|
|
|
169,740
|
|
|
70,624
|
|
|
285,498
|
|
||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.06
|
|
|
0.06
|
|
|
0.07
|
|
|
0.23
|
|
||||
Discontinued operations
|
0.08
|
|
|
0.14
|
|
|
0.01
|
|
|
0.09
|
|
||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.05
|
|
|
0.05
|
|
|
0.06
|
|
|
0.22
|
|
||||
Discontinued operations
|
0.08
|
|
|
0.13
|
|
|
0.01
|
|
|
0.08
|
|
||||
Dividends declared per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
0.17
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
896,257
|
|
|
883,763
|
|
|
883,898
|
|
|
884,370
|
|
||||
Diluted
|
947,971
|
|
|
940,725
|
|
|
942,923
|
|
|
947,090
|
|
|
2013
|
||||||||||||||
|
First Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
618,774
|
|
|
$
|
594,006
|
|
|
$
|
602,572
|
|
|
$
|
670,665
|
|
Operating income
|
196,185
|
|
|
197,454
|
|
|
193,933
|
|
|
252,844
|
|
||||
Income (loss) from continuing operations
|
(26,705
|
)
|
|
216,477
|
|
|
32,855
|
|
|
106,194
|
|
||||
Income (loss) from discontinued operations
|
17,967
|
|
|
(2,555
|
)
|
|
(2,001
|
)
|
|
(25,033
|
)
|
||||
Net income (loss) attributable to common shareholders
|
(13,653
|
)
|
|
205,391
|
|
|
23,499
|
|
|
73,213
|
|
||||
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
(0.03
|
)
|
|
0.22
|
|
|
0.03
|
|
|
0.11
|
|
||||
Discontinued operations
|
0.02
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
||||
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
(0.03
|
)
|
|
0.22
|
|
|
0.03
|
|
|
0.10
|
|
||||
Discontinued operations
|
0.02
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
||||
Dividends declared per share
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
939,271
|
|
|
939,434
|
|
|
932,964
|
|
|
911,185
|
|
||||
Diluted
|
939,271
|
|
|
989,461
|
|
|
980,767
|
|
|
960,765
|
|
|
|
|
|
|
|
Acquisition Cost(b)
|
|
Costs Capitalized
Subsequent to
Acquisition
|
|
Gross Amounts at Which Carried at
Close of Period(c)
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Name of Center
|
|
Location
|
|
Encumbrances(a)
|
|
Land
|
|
Buildings and
Improvements
|
|
Land
|
|
Buildings and
Improvements
|
|
Land
|
|
Buildings and
Improvements
|
|
Total
|
|
Accumulated
Depreciation(d)
|
|
Date
Acquired
|
|
Life Upon
Which Latest
Statement of
Operation is
Computed
|
||||||||||||||||||
Ala Moana Center
|
|
Honolulu, HI
|
|
$
|
1,628,907
|
|
|
$
|
571,836
|
|
|
1,738,740
|
|
|
$
|
954
|
|
|
$
|
18,610
|
|
|
$
|
572,790
|
|
|
$
|
1,757,350
|
|
|
$
|
2,330,140
|
|
|
$
|
207,950
|
|
|
November, 2010
|
|
(d)
|
|
Apache Mall
|
|
Rochester, MN
|
|
96,151
|
|
|
17,738
|
|
|
116,663
|
|
|
—
|
|
|
2,079
|
|
|
17,738
|
|
|
118,742
|
|
|
136,480
|
|
|
16,274
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Augusta Mall
|
|
Augusta, GA
|
|
170,000
|
|
|
25,450
|
|
|
137,376
|
|
|
—
|
|
|
7,988
|
|
|
25,450
|
|
|
145,364
|
|
|
170,814
|
|
|
22,604
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Baybrook Mall
|
|
Friendswood, TX
|
|
260,905
|
|
|
76,527
|
|
|
288,241
|
|
|
(1,091
|
)
|
|
3,045
|
|
|
75,436
|
|
|
291,286
|
|
|
366,722
|
|
|
35,301
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Beachwood Place
|
|
Beachwood, OH
|
|
212,291
|
|
|
59,156
|
|
|
196,205
|
|
|
—
|
|
|
3,486
|
|
|
59,156
|
|
|
199,691
|
|
|
258,847
|
|
|
24,870
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Bellis Fair
|
|
Bellingham, WA
|
|
89,778
|
|
|
14,122
|
|
|
102,033
|
|
|
—
|
|
|
22,652
|
|
|
14,122
|
|
|
124,685
|
|
|
138,807
|
|
|
14,248
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Boise Towne Square
|
|
Boise, ID
|
|
141,703
|
|
|
44,182
|
|
|
163,118
|
|
|
—
|
|
|
6,921
|
|
|
44,182
|
|
|
170,039
|
|
|
214,221
|
|
|
21,920
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Brass Mill Center
|
|
Waterbury, CT
|
|
98,114
|
|
|
31,496
|
|
|
99,107
|
|
|
—
|
|
|
4,661
|
|
|
31,496
|
|
|
103,768
|
|
|
135,264
|
|
|
17,342
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coastland Center
|
|
Naples, FL
|
|
125,063
|
|
|
24,470
|
|
|
166,038
|
|
|
—
|
|
|
821
|
|
|
24,470
|
|
|
166,859
|
|
|
191,329
|
|
|
21,785
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Columbia Mall
|
|
Columbia, MO
|
|
—
|
|
|
7,943
|
|
|
107,969
|
|
|
(154
|
)
|
|
(307
|
)
|
|
7,789
|
|
|
107,662
|
|
|
115,451
|
|
|
13,052
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Columbiana Centre
|
|
Columbia, SC
|
|
—
|
|
|
22,178
|
|
|
125,061
|
|
|
—
|
|
|
(2,675
|
)
|
|
22,178
|
|
|
122,386
|
|
|
144,564
|
|
|
17,450
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coral Ridge Mall
|
|
Coralville, IA
|
|
113,384
|
|
|
20,178
|
|
|
134,515
|
|
|
2,219
|
|
|
13,758
|
|
|
22,397
|
|
|
148,273
|
|
|
170,670
|
|
|
19,211
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coronado Center
|
|
Albuquerque, NM
|
|
197,534
|
|
|
28,312
|
|
|
153,526
|
|
|
4,545
|
|
|
39,799
|
|
|
32,857
|
|
|
193,325
|
|
|
226,182
|
|
|
23,078
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Crossroads Center
|
|
St. Cloud, MN
|
|
103,785
|
|
|
15,499
|
|
|
103,077
|
|
|
—
|
|
|
1,464
|
|
|
15,499
|
|
|
104,541
|
|
|
120,040
|
|
|
14,001
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Cumberland Mall
|
|
Atlanta, GA
|
|
160,000
|
|
|
36,913
|
|
|
138,795
|
|
|
—
|
|
|
8,059
|
|
|
36,913
|
|
|
146,854
|
|
|
183,767
|
|
|
21,229
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Deerbrook Mall
|
|
Humble, TX
|
|
145,934
|
|
|
36,761
|
|
|
133,448
|
|
|
—
|
|
|
2,080
|
|
|
36,761
|
|
|
135,528
|
|
|
172,289
|
|
|
18,708
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Eastridge Mall
|
|
Casper, WY
|
|
—
|
|
|
5,484
|
|
|
36,756
|
|
|
—
|
|
|
7,278
|
|
|
5,484
|
|
|
44,034
|
|
|
49,518
|
|
|
7,755
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Eastridge Mall
|
|
San Jose, CA
|
|
136,203
|
|
|
30,368
|
|
|
135,317
|
|
|
(3,127
|
)
|
|
3,623
|
|
|
27,241
|
|
|
138,940
|
|
|
166,181
|
|
|
22,446
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fashion Place
|
|
Murray, UT
|
|
226,730
|
|
|
24,068
|
|
|
232,456
|
|
|
2,079
|
|
|
51,224
|
|
|
26,147
|
|
|
283,680
|
|
|
309,827
|
|
|
32,440
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fashion Show
|
|
Las Vegas, NV
|
|
839,570
|
|
|
564,310
|
|
|
627,327
|
|
|
10,013
|
|
|
49,679
|
|
|
574,323
|
|
|
677,006
|
|
|
1,251,329
|
|
|
78,182
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Four Seasons Town Centre
|
|
Greensboro, NC
|
|
83,254
|
|
|
17,259
|
|
|
126,570
|
|
|
—
|
|
|
3,732
|
|
|
17,259
|
|
|
130,302
|
|
|
147,561
|
|
|
20,331
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fox River Mall
|
|
Appleton, WI
|
|
178,063
|
|
|
42,259
|
|
|
217,932
|
|
|
—
|
|
|
3,051
|
|
|
42,259
|
|
|
220,983
|
|
|
263,242
|
|
|
27,405
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Glenbrook Square
|
|
Fort Wayne, IN
|
|
149,782
|
|
|
30,965
|
|
|
147,002
|
|
|
2,444
|
|
|
16,060
|
|
|
33,409
|
|
|
163,062
|
|
|
196,471
|
|
|
20,680
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Governor's Square
|
|
Tallahassee, FL
|
|
71,787
|
|
|
18,289
|
|
|
123,088
|
|
|
—
|
|
|
8,144
|
|
|
18,289
|
|
|
131,232
|
|
|
149,521
|
|
|
25,371
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Grand Teton Mall
|
|
Idaho Falls, ID
|
|
—
|
|
|
13,066
|
|
|
59,658
|
|
|
—
|
|
|
1,231
|
|
|
13,066
|
|
|
60,889
|
|
|
73,955
|
|
|
9,212
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Greenwood Mall
|
|
Bowling Green, KY
|
|
63,000
|
|
|
12,459
|
|
|
85,370
|
|
|
(330
|
)
|
|
813
|
|
|
12,129
|
|
|
86,183
|
|
|
98,312
|
|
|
13,861
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Hulen Mall
|
|
Fort Worth, TX
|
|
127,529
|
|
|
8,665
|
|
|
112,252
|
|
|
—
|
|
|
14,722
|
|
|
8,665
|
|
|
126,974
|
|
|
135,639
|
|
|
15,833
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Jordan Creek Town Center
|
|
West Des Moines, IA
|
|
216,782
|
|
|
54,663
|
|
|
262,608
|
|
|
(226
|
)
|
|
3,905
|
|
|
54,437
|
|
|
266,513
|
|
|
320,950
|
|
|
37,590
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Lakeside Mall
|
|
Sterling Heights, MI
|
|
148,591
|
|
|
36,993
|
|
|
130,460
|
|
|
—
|
|
|
2,835
|
|
|
36,993
|
|
|
133,295
|
|
|
170,288
|
|
|
18,213
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
235,000
|
|
|
54,628
|
|
|
219,013
|
|
|
(90
|
)
|
|
28,869
|
|
|
54,538
|
|
|
247,882
|
|
|
302,420
|
|
|
29,958
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mall of Louisiana
|
|
Baton Rouge, LA
|
|
216,515
|
|
|
88,742
|
|
|
319,097
|
|
|
—
|
|
|
1,041
|
|
|
88,742
|
|
|
320,138
|
|
|
408,880
|
|
|
36,452
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mall St. Matthews
|
|
Louisville, KY
|
|
186,662
|
|
|
42,014
|
|
|
155,809
|
|
|
(5,981
|
)
|
|
9,383
|
|
|
36,033
|
|
|
165,192
|
|
|
201,225
|
|
|
20,847
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Market Place Shopping Center
|
|
Champaign, IL
|
|
113,425
|
|
|
21,611
|
|
|
111,515
|
|
|
—
|
|
|
6,918
|
|
|
21,611
|
|
|
118,433
|
|
|
140,044
|
|
|
15,610
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mayfair Mall
|
|
Wauwatosa, WI
|
|
—
|
|
|
84,473
|
|
|
352,140
|
|
|
(1,950
|
)
|
|
274
|
|
|
82,523
|
|
|
352,414
|
|
|
434,937
|
|
|
42,089
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Meadows Mall
|
|
Las Vegas, NV
|
|
159,032
|
|
|
30,275
|
|
|
136,846
|
|
|
—
|
|
|
391
|
|
|
30,275
|
|
|
137,237
|
|
|
167,512
|
|
|
16,837
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mondawmin Mall
|
|
Baltimore, MD
|
|
—
|
|
|
19,707
|
|
|
63,348
|
|
|
—
|
|
|
19,328
|
|
|
19,707
|
|
|
82,676
|
|
|
102,383
|
|
|
11,399
|
|
|
November, 2010
|
|
(d)
|
|
|
|
|
|
|
Acquisition Cost(b)
|
|
Costs Capitalized
Subsequent to
Acquisition
|
|
Gross Amounts at Which Carried at
Close of Period(c)
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Name of Center
|
|
Location
|
|
Encumbrances(a)
|
|
Land
|
|
Buildings and
Improvements
|
|
Land
|
|
Buildings and
Improvements
|
|
Land
|
|
Buildings and
Improvements
|
|
Total
|
|
Accumulated
Depreciation(d)
|
|
Date
Acquired
|
|
Life Upon
Which Latest
Statement of
Operation is
Computed
|
||||||||||||||||||
Newgate Mall
|
|
Ogden, UT
|
|
58,000
|
|
|
17,856
|
|
|
70,318
|
|
|
—
|
|
|
8,075
|
|
|
17,856
|
|
|
78,393
|
|
|
96,249
|
|
|
16,845
|
|
|
November, 2010
|
|
(d)
|
|||||||||
North Point Mall
|
|
Alpharetta, GA
|
|
250,000
|
|
|
57,900
|
|
|
228,517
|
|
|
—
|
|
|
9,868
|
|
|
57,900
|
|
|
238,385
|
|
|
296,285
|
|
|
35,757
|
|
|
November, 2010
|
|
(d)
|
|||||||||
North Star Mall
|
|
San Antonio, TX
|
|
325,946
|
|
|
91,135
|
|
|
392,422
|
|
|
—
|
|
|
4,563
|
|
|
91,135
|
|
|
396,985
|
|
|
488,120
|
|
|
44,833
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Northridge Fashion Center
|
|
Northridge, CA
|
|
237,466
|
|
|
66,774
|
|
|
238,023
|
|
|
—
|
|
|
29,729
|
|
|
66,774
|
|
|
267,752
|
|
|
334,526
|
|
|
32,401
|
|
|
November, 2010
|
|
(d)
|
|||||||||
NorthTown Mall
|
|
Spokane, WA
|
|
—
|
|
|
12,310
|
|
|
108,857
|
|
|
—
|
|
|
151
|
|
|
12,310
|
|
|
109,008
|
|
|
121,318
|
|
|
13,335
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oak View Mall
|
|
Omaha, NE
|
|
80,440
|
|
|
20,390
|
|
|
107,216
|
|
|
—
|
|
|
(15
|
)
|
|
20,390
|
|
|
107,201
|
|
|
127,591
|
|
|
12,925
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oakwood Center
|
|
Gretna, LA
|
|
—
|
|
|
21,105
|
|
|
74,228
|
|
|
—
|
|
|
22,463
|
|
|
21,105
|
|
|
96,691
|
|
|
117,796
|
|
|
12,144
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oakwood Mall
|
|
Eau Claire, WI
|
|
—
|
|
|
13,786
|
|
|
92,114
|
|
|
—
|
|
|
4,411
|
|
|
13,786
|
|
|
96,525
|
|
|
110,311
|
|
|
12,627
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oglethorpe Mall
|
|
Savannah, GA
|
|
150,000
|
|
|
27,075
|
|
|
157,100
|
|
|
—
|
|
|
(420
|
)
|
|
27,075
|
|
|
156,680
|
|
|
183,755
|
|
|
19,720
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oxmoor Center
|
|
Louisville, KY
|
|
90,379
|
|
|
—
|
|
|
117,814
|
|
|
—
|
|
|
11,024
|
|
|
—
|
|
|
128,838
|
|
|
128,838
|
|
|
15,363
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Paramus Park
|
|
Paramus, NJ
|
|
91,592
|
|
|
31,320
|
|
|
102,054
|
|
|
—
|
|
|
4,883
|
|
|
31,320
|
|
|
106,937
|
|
|
138,257
|
|
|
15,605
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Park City Center
|
|
Lancaster, PA
|
|
187,362
|
|
|
42,451
|
|
|
195,409
|
|
|
—
|
|
|
2,640
|
|
|
42,451
|
|
|
198,049
|
|
|
240,500
|
|
|
23,067
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Park Place
|
|
Tucson, AZ
|
|
189,665
|
|
|
61,907
|
|
|
236,019
|
|
|
—
|
|
|
2,070
|
|
|
61,907
|
|
|
238,089
|
|
|
299,996
|
|
|
27,192
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Peachtree Mall
|
|
Columbus, GA
|
|
77,889
|
|
|
13,855
|
|
|
92,143
|
|
|
—
|
|
|
2,368
|
|
|
13,855
|
|
|
94,511
|
|
|
108,366
|
|
|
14,287
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pecanland Mall
|
|
Monroe, LA
|
|
90,000
|
|
|
12,943
|
|
|
73,231
|
|
|
—
|
|
|
6,928
|
|
|
12,943
|
|
|
80,159
|
|
|
93,102
|
|
|
11,895
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pembroke Lakes Mall
|
|
Pembroke Pines, FL
|
|
260,000
|
|
|
64,883
|
|
|
254,910
|
|
|
—
|
|
|
(11,507
|
)
|
|
64,883
|
|
|
243,403
|
|
|
308,286
|
|
|
29,783
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pioneer Place
|
|
Portland, OR
|
|
—
|
|
|
—
|
|
|
97,096
|
|
|
—
|
|
|
14,134
|
|
|
—
|
|
|
111,230
|
|
|
111,230
|
|
|
10,274
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Prince Kuhio Plaza
|
|
Hilo, HI
|
|
43,930
|
|
|
—
|
|
|
52,373
|
|
|
—
|
|
|
5,461
|
|
|
—
|
|
|
57,834
|
|
|
57,834
|
|
|
10,592
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Providence Place
|
|
Providence, RI
|
|
400,416
|
|
|
—
|
|
|
400,893
|
|
|
—
|
|
|
7,012
|
|
|
—
|
|
|
407,905
|
|
|
407,905
|
|
|
47,171
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Provo Towne Centre
|
|
Provo, UT
|
|
44,333
|
|
|
17,027
|
|
|
75,871
|
|
|
943
|
|
|
(9,874
|
)
|
|
17,970
|
|
|
65,997
|
|
|
83,967
|
|
|
18,646
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Quail Springs Mall
|
|
Oklahoma City, OK
|
|
69,461
|
|
|
40,523
|
|
|
149,571
|
|
|
—
|
|
|
5,505
|
|
|
40,523
|
|
|
155,076
|
|
|
195,599
|
|
|
11,021
|
|
|
June, 2013
|
|
(d)
|
|||||||||
Red Cliffs Mall
|
|
St. George, UT
|
|
—
|
|
|
6,811
|
|
|
33,930
|
|
|
—
|
|
|
1,695
|
|
|
6,811
|
|
|
35,625
|
|
|
42,436
|
|
|
7,222
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Ridgedale Center
|
|
Minnetonka, MN
|
|
150,971
|
|
|
39,495
|
|
|
151,090
|
|
|
(4,089
|
)
|
|
6,247
|
|
|
35,406
|
|
|
157,337
|
|
|
192,743
|
|
|
17,449
|
|
|
November, 2010
|
|
(d)
|
|||||||||
River Hills Mall
|
|
Mankato, MN
|
|
—
|
|
|
16,207
|
|
|
85,608
|
|
|
—
|
|
|
1,295
|
|
|
16,207
|
|
|
86,903
|
|
|
103,110
|
|
|
11,372
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Rivertown Crossings
|
|
Grandville, MI
|
|
160,861
|
|
|
47,790
|
|
|
181,770
|
|
|
—
|
|
|
2,563
|
|
|
47,790
|
|
|
184,333
|
|
|
232,123
|
|
|
23,104
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Rogue Valley Mall
|
|
Medford, OR
|
|
55,000
|
|
|
9,042
|
|
|
61,558
|
|
|
—
|
|
|
1,726
|
|
|
9,042
|
|
|
63,284
|
|
|
72,326
|
|
|
7,149
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Sooner Mall
|
|
Norman, OK
|
|
—
|
|
|
9,902
|
|
|
69,570
|
|
|
—
|
|
|
1,769
|
|
|
9,902
|
|
|
71,339
|
|
|
81,241
|
|
|
9,645
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Spokane Valley Mall
|
|
Spokane, WA
|
|
60,437
|
|
|
16,817
|
|
|
100,209
|
|
|
—
|
|
|
(7,417
|
)
|
|
16,817
|
|
|
92,792
|
|
|
109,609
|
|
|
14,526
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Staten Island Mall
|
|
Staten Island, NY
|
|
266,659
|
|
|
102,227
|
|
|
375,612
|
|
|
—
|
|
|
(728
|
)
|
|
102,227
|
|
|
374,884
|
|
|
477,111
|
|
|
48,221
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Stonestown Galleria
|
|
San Francisco, CA
|
|
180,000
|
|
|
65,962
|
|
|
203,043
|
|
|
(13,161
|
)
|
|
(3,436
|
)
|
|
52,801
|
|
|
199,607
|
|
|
252,408
|
|
|
22,642
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Crossroads
|
|
Portage, MI
|
|
98,427
|
|
|
20,261
|
|
|
95,463
|
|
|
1,110
|
|
|
1,212
|
|
|
21,371
|
|
|
96,675
|
|
|
118,046
|
|
|
11,805
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Gallery At Harborplace
|
|
Baltimore, MD
|
|
86,232
|
|
|
15,930
|
|
|
112,117
|
|
|
—
|
|
|
5,839
|
|
|
15,930
|
|
|
117,956
|
|
|
133,886
|
|
|
17,753
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Maine Mall
|
|
South Portland, ME
|
|
235,000
|
|
|
36,205
|
|
|
238,067
|
|
|
—
|
|
|
9,322
|
|
|
36,205
|
|
|
247,389
|
|
|
283,594
|
|
|
29,410
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Mall In Columbia
|
|
Columbia, MD
|
|
350,000
|
|
|
124,540
|
|
|
479,171
|
|
|
—
|
|
|
25,204
|
|
|
124,540
|
|
|
504,375
|
|
|
628,915
|
|
|
54,442
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Oaks Mall
|
|
Gainesville, FL
|
|
134,253
|
|
|
21,954
|
|
|
173,353
|
|
|
—
|
|
|
(4,415
|
)
|
|
21,954
|
|
|
168,938
|
|
|
190,892
|
|
|
17,806
|
|
|
April, 2012
|
|
(d)
|
|||||||||
The Parks at Arlington
|
|
Arlington, TX
|
|
258,493
|
|
|
19,807
|
|
|
299,708
|
|
|
49
|
|
|
16,704
|
|
|
19,856
|
|
|
316,412
|
|
|
336,268
|
|
|
37,660
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shoppes at Buckland Hills
|
|
Manchester, CT
|
|
124,961
|
|
|
35,180
|
|
|
146,474
|
|
|
—
|
|
|
3,460
|
|
|
35,180
|
|
|
149,934
|
|
|
185,114
|
|
|
17,628
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shops At Fallen Timbers
|
|
Maumee, OH
|
|
—
|
|
|
3,785
|
|
|
31,771
|
|
|
(535
|
)
|
|
(1,951
|
)
|
|
3,250
|
|
|
29,820
|
|
|
33,070
|
|
|
7,674
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shops At La Cantera
|
|
San Antonio, TX
|
|
158,743
|
|
|
80,016
|
|
|
350,737
|
|
|
—
|
|
|
27,054
|
|
|
80,016
|
|
|
377,791
|
|
|
457,807
|
|
|
52,981
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Streets At SouthPoint
|
|
Durham, NC
|
|
257,515
|
|
|
66,045
|
|
|
242,189
|
|
|
—
|
|
|
103
|
|
|
66,045
|
|
|
242,292
|
|
|
308,337
|
|
|
30,426
|
|
|
November, 2010
|
|
(d)
|
(a)
|
See description of mortgages, notes and other loans payable in Note 7 of Notes to Consolidated Financial Statements.
|
(b)
|
Acquisition for individual properties represents historical cost at the end of the month acquired.
|
(c)
|
The aggregate cost of land, buildings and improvements for federal income tax purposes is approximately
$19.8 billion
.
|
(d)
|
Depreciation is computed based upon the following estimated useful lives:
|
|
|
Years
|
Buildings and improvements
|
|
10 - 45
|
Equipment and fixtures
|
|
3 - 20
|
Tenant improvements
|
|
Shorter of useful life or applicable lease term
|
(e)
|
Office and other retail properties, a
s
well a
s
properties, that have been de-leased for redevelopment.
|
(f)
|
Includes
$1.4 billion
cross-collateralized corporate loan.
|
|
2014
|
|
2013
|
|
2012
|
||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
22,998,275
|
|
|
$
|
23,461,858
|
|
|
$
|
24,597,501
|
|
Additions
|
703,227
|
|
|
1,049,417
|
|
|
1,034,439
|
|
|||
Impairments
|
(5,278
|
)
|
|
(18,361
|
)
|
|
(131,156
|
)
|
|||
Dispositions and write-offs
|
(718,914
|
)
|
|
(1,494,639
|
)
|
|
(2,038,926
|
)
|
|||
Balance at end of period
|
$
|
22,977,310
|
|
|
$
|
22,998,275
|
|
|
$
|
23,461,858
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
1,884,861
|
|
|
$
|
1,440,301
|
|
|
$
|
974,185
|
|
Depreciation expense
|
685,006
|
|
|
737,565
|
|
|
775,768
|
|
|||
Dispositions and write-offs
|
(289,022
|
)
|
|
(293,005
|
)
|
|
(309,652
|
)
|
|||
Balance at end of period
|
$
|
2,280,845
|
|
|
$
|
1,884,861
|
|
|
$
|
1,440,301
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
2*
|
|
|
Third Amended Plan of Reorganization as filed with the United States Bankruptcy Court for the Southern District of New York on October 21, 2010
|
|
8-K
|
|
2.1
|
|
|
10/27/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
3.1
|
|
|
Amended and Restated Certificate of Incorporation of General Growth Properties, Inc., dated November 9, 2010
|
|
8-K
|
|
3.1
|
|
|
11/12/2010
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
3.2
|
|
|
Amended and Restated Bylaws of General Growth Properties, Inc., dated November 9, 2010
|
|
8-K
|
|
3.2
|
|
|
11/12/2010
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
3.3
|
|
|
Amendment to Amended and Restated Bylaws of General Growth Properties, Inc., dated February 25, 2011
|
|
8-K
|
|
3.1
|
|
|
3/1/2011
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
3.4
|
|
|
Certificate of Designations, Preferences and Rights of 6.375% Series A Cumulative Redeemable Preferred Stock filed with the Delaware Secretary of State on February 11, 2013
|
|
8-K
|
|
3.2
|
|
|
2/13/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
4.1*
|
|
|
Rights Agreement dated July 27, 1993, between the Predecessor and certain other parties named therein
|
|
10-K
|
|
4.2
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.2*
|
|
|
Amendment to Rights Agreement dated as of February 1, 2000, between the Predecessor and certain other parties named therein
|
|
8-A12B
|
|
4.3
|
|
|
3/3/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.3*
|
|
|
Redemption Rights Agreement dated October 23, 1997, among the Predecessor, the Operating Partnership and Peter Leibowits
|
|
10-K
|
|
4.7
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.4*
|
|
|
Redemption Rights Agreement dated April 2, 1998, among the Operating Partnership, the Predecessor and Southwest Properties Venture
|
|
10-K
|
|
4.8
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.5*
|
|
|
Redemption Rights Agreement dated July 21, 1998, among the Operating Partnership, the Predecessor, Nashland Associates, and HRE Altamonte, Inc.
|
|
10-K
|
|
4.9
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.6*
|
|
|
Redemption Rights Agreement (Series B Preferred Units) dated July 10, 2002, by and among the Operating Partnership, the Predecessor and the persons listed on the signature pages thereof
|
|
10-K
|
|
4.12
|
|
|
2/27/2008
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.7*
|
|
|
Redemption Rights Agreement (Common Units) dated November 27, 2002, by and among the Operating Partnership, the Predecessor and JSG, LLC
|
|
10-K
|
|
4.13
|
|
|
2/27/2009
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.8*
|
|
|
Redemption Rights Agreement dated December 11, 2003, by and among the Operating Partnership, the Predecessor and Everitt Enterprises, Inc.
|
|
10-K/A
|
|
4.14
|
|
|
4/30/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
4.9*
|
|
|
Redemption Rights Agreement dated March 5, 2004, by and among the Operating Partnership, the Predecessor and Koury Corporation
|
|
10-K
|
|
4.15
|
|
|
2/27/2008
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
4.10*
|
|
|
Registration Rights Agreement dated April 15, 1993, between the Predecessor, Martin Bucksbaum, Matthew Bucksbaum and the other parties named therein
|
|
10-K
|
|
4.16
|
|
|
2/27/2008
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.1
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (f/k/a GGP Limited Partnership dated May 1, 2014
|
|
10-Q
|
|
10.2
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.2*
|
|
|
Operating Agreement dated November 10, 1999, between the Operating Partnership, NYSCRF, and GGP/Homart II L.L.C.
|
|
10-K
|
|
10.20
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.3*
|
|
|
Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated November 22, 2002
|
|
10-K
|
|
10.21
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.4*
|
|
|
Letter Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003
|
|
10-K
|
|
10.22
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.5*
|
|
|
Second Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003
|
|
10-K
|
|
10.23
|
|
|
3/31/2006
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.6*
|
|
|
Third Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated February 8, 2008
|
|
10-K
|
|
10.25
|
|
|
2/27/2008
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.07
|
|
|
Summary of Non-Employee Director Compensation Program Revised November 14, 2014 (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.08*#
|
|
|
General Growth Properties, Inc. 2010 Equity Incentive Plan adopted October 27, 2010
|
|
8-K
|
|
4.1
|
|
|
11/1/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.09#
|
|
|
First Amendment to General Growth Properties, Inc. 2010 Equity Incentive Plan adopted November 12, 2013
|
|
8-K
|
|
10.2
|
|
|
11/18/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.10#
|
|
|
Form of Nonqualified Stock Option Award Agreement (Groups B and C) pursuant to the 2010 Equity Incentive Plan
|
|
S-11/A
|
|
10.26
|
|
|
11/15/2010
|
|
333-16811
|
|
|
|
|
|
|
|
|
|
|
|
||
10.11#
|
|
|
Form of Nonqualified Stock Option Award Agreement (employees) persuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.12#
|
|
|
Form of Restricted Stock Award Agreement (Groups B and C) pursuant to the 2010 Equity Incentive Plan
|
|
S-11/A
|
|
10.28
|
|
|
11/15/2010
|
|
333-16811
|
|
|
|
|
|
|
|
|
|
|
|
||
10.13#
|
|
|
Form of Restricted Stock Award Agreement (employees) pursuant to the 2010 Equity Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.14#
|
|
|
Form of Appreciation Only LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.15#
|
|
|
Form of Full Value LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
10.16#
|
|
|
Form of Restricted Stock Award Agreement (new directors) pursuant to the 2010 Equity Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.17#
|
|
|
Form of Restricted Stock Award Agreement (directors) pursuant to the 2010 Equity Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.18#
|
|
|
Form of Full Value LTIP Unit Award Agreement (directors) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.19*#
|
|
|
Nonqualified Stock Option Award Agreement dated October 27, 2010, by and between General Growth Properties, Inc. and Sandeep Mathrani
|
|
8-K
|
|
10.2
|
|
|
11/1/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.20#
|
|
|
Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010
|
|
S-11/A
|
|
10.62
|
|
|
11/15/2010
|
|
333-16811
|
|
|
|
|
|
|
|
|
|
|
|
||
10.21#
|
|
|
First Amendment dated November 1, 2012 to Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010
|
|
10-K
|
|
10.34
|
|
|
2/28/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.22#
|
|
|
Second Amendment dated November 1, 2013 to Restricted Stock Award Agreement between General Growth Properties, Inc. and Sandeep Mathrani, dated November 9, 2010
|
|
10-Q
|
|
10.2
|
|
|
11/6/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.23*#
|
|
|
Employment Agreement, dated October 27, 2010, by and between General Growth Properties, Inc. and Sandeep Mathrani
|
|
8-K
|
|
10.1
|
|
|
11/1/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.24#
|
|
|
Employment Agreement, dated February 12, 2015, by and between the Company and Sandeep Mathrani
|
|
8-K
|
|
10.1
|
|
|
2/17/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.25#
|
|
|
Full Value LTIP Award, dated February 12, 2015, by and between the Company and Sandeep Mathrani
|
|
8-K
|
|
10.2
|
|
|
2/17/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.26
|
|
|
Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, between REP Investments LLC (as predecessor to Brookfield Retail Holdings LLC), an affiliate of Brookfield Asset Management Inc. and the Predecessor
|
|
8-K
|
|
10.1
|
|
|
11/12/2010
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.27
|
|
|
Registration Rights Agreement between affiliates of Brookfield Asset Management, Inc. and General Growth Properties, Inc., dated November 9, 2010
|
|
8-K
|
|
10.7
|
|
|
11/12/2010
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.28
|
|
|
Amended and Restated Warrant Agreement between General Growth Properties, Inc. and American Stock Transfer & Trust Company, LLC, relating to the warrants issued to affiliates of Brookfield Asset Management, Inc., The Fairholme Fund, Fairholme Focused Income Fund, Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square International V, Ltd. and Blackstone Real Estate Partners VI L.P. and its permitted assigns, October 282013
|
|
10-Q
|
|
10.1
|
|
|
11/6/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
10.29
|
|
|
Relationship Agreement between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP and General Growth Properties, Inc., dated November 9, 2010
|
|
10-K
|
|
10.51
|
|
|
3/8/2011
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.30
|
|
|
Amending Agreement to Relationship Agreement between Brookfield Asset Management Inc. and General Growth Properties, Inc., dated January 12, 2012
|
|
10-K
|
|
10.48
|
|
|
2/28/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.31
|
|
|
Form of indemnification agreement for directors and executive officers
|
|
S-11/A
|
|
10.53
|
|
|
11/3/2010
|
|
333-16811
|
|
|
|
|
|
|
|
|
|
|
|
||
10.32
|
|
|
Standstill Agreement between Brookfield Retail Holdings LLC, Brookfield Retail Holdings II LLC, Brookfield Retail Holdings III LLC, Brookfield Retail Holdings IV-A LLC, Brookfield Retail Holdings IV-B LLC, Brookfield Retail Holdings IV-C LLC, Brookfield Retail Holdings IV-D LLC and Brookfield Retail Holdings V LP and General Growth Properties, Inc., dated November 9, 2010
|
|
8-K
|
|
10.4
|
|
|
11/12/2010
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.33
|
|
|
Third Amended and Restated Credit Agreement, dated as of October 23, 2013, by and among, GGP Limited Partnership, General Growth Properties, Inc., GGPLP Real Estate 2010 Loan Pledgor Holding, LLC, GGPLPLLC 2010 Loan Pledgor Holding, LLC, GGPLP L.L.C. and GGPLP 2010 Loan Pledgor Holding, LLC, as Borrowers, the other Loan Parties party thereto from time to time, each of the financial institutions initially a signatory thereto together with their successors and assignees in accordance with Section 12.06 thereof, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and as an Issuing Bank
|
|
8-K
|
|
10.1
|
|
|
10/28/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.34
|
|
|
Amendment dated April 30, 2014 to the Third Amended and Restated Credit Agreement, dated October 23, 2013
|
|
10-Q
|
|
10.4
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.35
|
|
|
Loan Agreement, dated as of April 26, 2013, by and among General Growth Properties, Inc., the Guarantors party thereto, the Lenders party thereto, RBC Capital Markets and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, U.S. Bank National Association, as Administrative Agent, and other Lenders party thereto
|
|
8-K
|
|
99.1
|
|
|
5/2/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.36
|
|
|
First Amendment dated July 23, 2013 to the Loan Agreement dated April 26, 2013 (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.37
|
|
|
Second Amendment dated August 1, 2014 to the Loan Agreement dated April 26, 2013
|
|
10-Q
|
|
10.5
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.38
|
|
|
Stock Purchase Agreement, dated as of September 12, 2013, by and among General Growth Properties, Inc., GGP Limited Partnership, Pershing Square, L.P., Pershing Square II, L.P., PSRH, Inc. and Pershing Square Holdings, Ltd.
|
|
8-K
|
|
10.3
|
|
|
11/18/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.39
|
|
|
Stock Purchase Agreement, dated as of February 10, 2014, by and among General Growth Properties, Inc., GGP Limited Partnership, Pershing Square, L.P., Pershing Square II, L.P., PSRH, Inc. and Pershing Square Holdings, Ltd.
|
|
8/K
|
|
10.1
|
|
|
2/10/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.40#
|
|
|
Second Amended and Restated Employee Stock Purchase Plan effective May 15, 2014
|
|
10-Q
|
|
10.3
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
|
|
|
|
|
|
|
|
|
|
|
||
21.1
|
|
|
List of Subsidiaries of General Growth Properties, Inc. (filed herewith).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
23.1
|
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, relating to General Growth Properties, Inc. (filed herewith).
|
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|
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|
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|
||
23.2
|
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP/Homart II L.L.C. (filed herewith).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
23.3
|
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm, relating to GGP-TRS L.L.C. (filed herewith).
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
||
24.1
|
|
|
Power of Attorney (included on signature page).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
101
|
|
|
The following financial information from General Growth Properties, Inc.'s. Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 2, 2015, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Conso1idated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
*
|
Incorporated by reference to filings by GGP, Inc. (formerly General Growth Properties, Inc. and referred to as "the Predecessor")
|
#
|
Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
|
Annual fee paid to:
|
|
|
||
All non-employee Directors, including Chairman
|
|
$ 175,000
(1)
|
||
Chairman
|
|
$25,000
|
||
Audit Committee Chair
|
|
$
|
25,000
|
|
Compensation Committee Chair
|
|
$15,000
|
||
Nominating & Governance Committee Chair
|
|
$10,000
|
||
Lead Director
|
|
N/A
|
||
|
|
|
||
Equity Awards
|
|
|
||
New Director Award
|
|
$ 75,000
(2)
|
(1)
|
Payable quarterly in arrears in cash, restricted stock of the Corporation and/or Full Value LTIP Units in the proportion elected by each non-employee Director before the end of the prior calendar year. The number of restricted stock of the Corporation to be issued pursuant to the 2010 Plan in payment of the portion of the annual fee shall be determined using the closing price of the Corporation’s common stock on the first trading day of the calendar year, with such number of shares to be rounded to the nearest whole share. The number of Full Value LTIP Units to be issued pursuant to the 2010 Plan in payment of the portion of the annual fee shall be determined using the Duff and Phelps value on the first trading day of the calendar year, with such number of shares to be rounded to the nearest whole share. The equity will be granted at the beginning of the year, but will vest over the calendar year 25% on the last day of each calendar quarter. A non-employee Director, other than those designated by a significant shareholder, must elect to receive at least 2/3 of his or her annual fee in the form of restricted stock of the Corporation and/or Full Value LTIP Units if such Director does not meet the thresholds set forth in the Corporation’s Stock Ownership Guidelines for Non-Employee Directors. If a Director is no longer a Director at the end of the calendar quarter, no cash payment for the quarter will be due to the Director and the restricted shares and/or Full Value LTIP Units scheduled to vest as of the end of that quarter and thereafter will be forfeited. If a non-employee Director joins the board mid-year, the entire amount of their annual fee for the remainder of the year shall be made in cash.
|
(2)
|
The New Director Award, which shall be in the form of restricted stock of the Corporation, vests one-third on the grant date and one-third on each of the first and second anniversaries of the grant date, and shall be made by the Compensation Committee pursuant to the 2010 Plan as soon as practicable upon a non-employee Director’s initial election or appointment to the Board. The number of shares to be issued in the New Director Award shall be determined based on the closing price of the Corporation’s common stock on the trading day on or after the grant date, with such number of shares to be rounded to the nearest whole share.
|
(2)
|
The property with respect to which the election is being made is _________ shares of the common stock, par value $0.01 per share, of General Growth Properties, Inc.
|
(6)
|
The property will vest in equal installments on each of the first ___ anniversaries of the Date of Grant, subject to the taxpayer’s continued service to General Growth Properties, Inc. or its affiliates.
|
(7)
|
The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $___________ per share.
|
(9)
|
A copy of this statement was furnished to General Growth Properties, Inc. for whom taxpayer rendered the services underlying the transfer of property.
|
(10)
|
This statement is executed on _____________________.
|
1.
|
Terms of the Award
.
|
A.
|
The Company hereby grants to the Participant an aggregate of [ ] AO LTIP Unitsas of the Effective Date noted above.
|
B.
|
The Participant shall be admitted as partner of the Partnership with beneficial ownership of the AO LTIP Units as of the Effective Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as
Exhibit A
).
|
C.
|
Each AO LTIP Unit, subject to the restrictions, limitations, and conditions of redemption and conversion set forth herein and in the Partnership Agreement, may (i) become convertible into a number of common units of the Partnership to be calculated using the AO LTIP Conversion Factor (as defined in the Partnership Agreement), and (ii) the common units of the Partnership into which AO LTIP Units are converted will be redeemable for a cash amount or shares of the Company’s common stock as provided in the Partnership Agreement.
|
D.
|
Each AO LTIP Unit will have a period of
ten (10) years (the “
Fixed Term
”), commencing on the Effective Date to accrete to its maximum AO LTIP Conversion Factor (subject to the Participant’s right to convert sooner at his or her option as provided in the Partnership Agreement). On the AO LTIP Unit Forced Conversion Date noted above (or at such earlier time specified herein or in the Partnership Agreement) the Company intends to cause conversion of each AO LTIP Unit and no further increase (or decrease) in the AO LTIP Conversion Factor will occur thereafter.
|
E.
|
Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the Award shall vest in equal installments on each of the first ___ (__) anniversaries of the Effective Date, such that ______ percent (__%) of the Award vests on each such anniversary (each, a “
Vesting Date
”). At any time, the portion of the Award which has become vested in accordance with the terms hereof shall be called the “
Vested Portion
.”
|
2.
|
Termination of Service
|
A.
|
Upon a termination of the Participant’s service by the Company for Cause the Award, including the Vested Portion, shall immediately terminate and be forfeited without consideration.
|
B.
|
Upon a termination of the Participant’s service by reason of death, Disability or Retirement, any unvested portion of the Award shall immediately terminate and be forfeited without
|
C.
|
Upon a termination of the Participant’s service for any reason, other than pursuant to paragraphs 2.A and 2.B above, any unvested portion of the Award shall immediately terminate and be forfeited without consideration and the Vested Portion shall remain eligible for conversion (at the option of the Participant or the Company as provided in the Partnership Agreement) until the earlier of (i) one (1) year following such termination of service and (ii) the expiration of the Fixed Term.
|
|
GENERAL GROWTH PROPERTIES, INC.
|
|
|
|
|
|
Name:
|
|
Title:
|
|
|
GGP OPERATING PARTNERSHIP, LP
|
|
|
BY: GGP REAL ESTATE HOLDING II, INC.,
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
Acknowledged as of the
|
|
date first written above:
|
|
|
|
|
|
PARTICIPANT
|
|
1.
|
The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
|
2.
|
Description of property with respect to which the election is being made:
|
3.
|
The date on which the AO LTIP Units were transferred is [ ]
|
4.
|
Nature of restrictions to which the AO LTIP Units are subject:
|
(a)
|
With limited exceptions, until the AO LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the AO LTIP Units.
|
(b)
|
The Taxpayer’s AO LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested AO LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.
|
5.
|
The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) of the AO LTIP Units with respect to which this election is being made is $0 per AO LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the AO LTIP Units was $0 per AO LTIP Unit.
|
7.
|
A copy of this statement has been furnished to the Partnership and to its general partner, General Growth Properties, Inc. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing services in connection with which the AO LTIP Units were transferred.
|
|
|
GENERAL GROWTH PROPERTIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
|
GGP OPERATING PARTNERSHIP, LP
|
|
|
BY: GGP REAL ESTATE HOLDING II, INC.,
its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
Acknowledged as of the
|
|
|
date first written above:
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT
|
|
|
1.
|
The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
|
2.
|
Description of property with respect to which the election is being made:
|
3.
|
The date on which the FV LTIP Units were transferred is [ ]
|
4.
|
Nature of restrictions to which the FV LTIP Units are subject:
|
(a)
|
With limited exceptions, until the FV LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the FV LTIP Units.
|
(b)
|
The Taxpayer’s FV LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested FV LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.
|
5.
|
The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) of the FV LTIP Units with respect to which this election is being made is $0 per FV LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the FV LTIP Units was $0 per FV LTIP Unit.
|
7.
|
A copy of this statement has been furnished to the Partnership and to its general partner, General Growth Properties, Inc. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The
|
(2)
|
The property with respect to which the election is being made is _________ shares of the common stock, par value $0.01 per share, of General Growth Properties, Inc.
|
(6)
|
The property will vest in equal installments on each of the first, second, and third anniversaries of the Date of Grant, subject to the taxpayer’s continued service to General Growth Properties, Inc. or its affiliates.
|
(7)
|
The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $________ per share.
|
(9)
|
A copy of this statement was furnished to General Growth Properties, Inc. for whom taxpayer rendered the services underlying the transfer of property.
|
(10)
|
This statement is executed on _____________________.
|
(2)
|
The property with respect to which the election is being made is _________ shares of the common stock, par value $0.01 per share, of General Growth Properties, Inc.
|
(6)
|
The property will vest twenty-five percent (25%) on the last day of each calendar quarter of the year of the Date of Grant, subject to the taxpayer’s continued service to General Growth Properties, Inc. or its affiliates.
|
(7)
|
The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $________ per share.
|
(9)
|
A copy of this statement was furnished to General Growth Properties, Inc. for whom taxpayer rendered the services underlying the transfer of property.
|
(10)
|
This statement is executed on _____________________.
|
|
|
GENERAL GROWTH PROPERTIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
|
GGP OPERATING PARTNERSHIP, LP
|
|
|
BY GGP REAL ESTATE HOLDING II, INC., its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Title:
|
Acknowledged as of the
|
|
|
date first written above:
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT:
|
|
|
1.
|
The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
|
2.
|
Description of property with respect to which the election is being made:
|
3.
|
The date on which the FV LTIP Units were transferred is [ ] (“
Date of Grant
”).
|
4.
|
Nature of restrictions to which the FV LTIP Units are subject:
|
(a)
|
With limited exceptions, until the FV LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the FV LTIP Units.
|
(b)
|
The Taxpayer’s LTIP Units vest twenty-five percent (25%) on the last day of each calendar quarter of the year of the Date of Grant, provided that the Taxpayer continues to serve as a director of General Growth Properties, Inc. (the “
Company
”) or its subsidiaries through such dates, subject to acceleration in the event of certain extraordinary transactions. Unvested FV LTIPs are subject to forfeiture in the event of failure to vest based on the passage of time.
|
5.
|
The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) of the FV LTIP Units with respect to which this election is being made is $0 per FV LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the FV LTIP Units was $0 per FV LTIP Unit.
|
7.
|
A copy of this statement has been furnished to the Partnership and to its general partner, General Growth Properties, Inc. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing services in connection with which the FV LTIP Units were transferred.
|
1.
|
Definitions
. Except as otherwise expressly provided for in this Amendment, capitalized terms used in this Amendment shall have the meanings assigned thereto in the Loan Agreement.
|
2.
|
Amendments to Loan Agreement
.
|
3.
|
Representations and Warranties
.
Borrower and each Guarantor hereby represent and warrant that the representations and warranties of Borrower and each Guarantor contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as such representations and warranties may have changed based upon events or activities not prohibited by the Loan Agreement on and as of the Effective Date (as defined below), before and after giving effect to this Amendment, as though made on and as of such date. Borrower and each Guarantor further represent and warrant that the factual matters described herein are true and correct as of the date hereof.
|
4.
|
Effectiveness of Amendment
. This Amendment shall become effective as of the date first above written (the “
Effective Date
”) when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Borrower, each Guarantor, Administrative Agent and the Lenders (or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment).
|
5.
|
Costs and Expenses
. Borrower agrees to pay within five (5) Business Days of receipt of written demand from Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and any instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 12.5 of the Loan Agreement.
|
6.
|
Certain Definitions
. On and after the Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as amended by this Amendment.
|
7.
|
Ratification
. The Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents.
|
8.
|
Counterparts
. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
|
9.
|
Guarantor Consent
. By its signature below, each Guarantor, as a Guarantor under the Repayment Guaranty dated as of April 26, 2013 in favor of Administrative Agent, for its benefit and for the benefit of the Lenders, hereby consents to this Amendment and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, the Repayment Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
|
10.
|
Governing Law
. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
|
11.
|
[
Balance of page intentionally left blank
]
|
By:
|
/s/ Marvin J. Levine
Name: Marvin J. Levine, Esq. Title: Authorized Signatory |
By:
|
/s/ Marvin J. Levine
Authorized Signatory |
By:
|
/s/ Marvin J. Levine
Authorized Signatory |
By:
|
/s/ Marvin J. Levine
Authorized Signatory |
By:
|
/s/ Dennis Redpath
Name: Dennis Redpath Title: Senior Vice President |
By:
|
/s/ Dennis Redpath
Name: Dennis Redpath Title: Senior Vice President |
By:
|
/s/ Dan LePage
Name: Dan LePage Title: Authorized Signatory |
By:
|
/s/ Winita V. Lau
Name: Winita V. Lau Title: Vice President |
By:
|
/Cheryl Sneor
Name: Cheryl Sneor Title: Vice President |
By:
|
/s/ Richard Pulido
Name: Richard Pulido Title: Vice President |
By:
|
/s/
Alan L. Griffin
Name: Alan L. Griffin Title: General Counsel |
By:
|
/s/ David Goldman
Name: David Goldman Title: Executive Director |
By:
|
/s/ Kristin Sansone
Name: Kristin Sansone Title: Authorized Signatory |
By:
|
/s/ Gregory A. Conner
Name: Gregory A. Conner Title: Assistant Vice President |
By:
|
/s/ Joel Dalson
Name: Joel Dalson Title: Vice President |
By:
|
/s/ Frank Ottavino
Name: Frank Ottavino Title: Director |
By:
|
/s/ Mark A. Cunningham
Name: Mark A. Cunningham Title: Vice President |
By:
|
/s/ Ted Long
Name: Ted Long Title: Assistant Vice President |
By:
|
/s/ John Monaghan
Name: John Monaghan Title: Director |
By:
|
/s/ Carol Murray
Name: Carol Murray Title: Managing Director |
By:
|
/s/ Brian Tuerff
Name: Brian Tuerff Title: Senior Vice President |
Subsidiary Name
|
|
State or Other Jurisdiction of Incorporation or Organization
|
GGP Nimbus, LP
|
|
Delaware
|
GGP Limited Partnership (formerly GGP Cumulus, LP)
|
|
Delaware
|
GGP Operating Partnership, LP (GGP Limited Partnership)
|
|
Delaware
|
General Growth Services, Inc.
|
|
Delaware
|
GGP Limited Partnership II
|
|
Delaware
|
GGP, LLC
|
|
Delaware
|
GGPLP L.L.C.
|
|
Delaware
|
GGPLP Real Estate, Inc.
|
|
Delaware
|
GGP Real Estate Holding I, Inc.
|
|
Delaware
|
GGP Real Estate Holding II, Inc.
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of General Growth Properties, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
/s/ SANDEEP MATHRANI
|
|
Sandeep Mathrani
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of General Growth Properties, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
|
/s/ MICHAEL B. BERMAN
|
|
Michael B. Berman
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ SANDEEP MATHRANI
|
|
Sandeep Mathrani
Chief Executive Officer
March 2, 2015
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ MICHAEL B. BERMAN
|
|
Michael B. Berman
Chief Financial Officer
March 2, 2015
|
|