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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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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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, $.01 par value
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Item No.
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Page
Number
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Top Retail Properties
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2015 Sales (all less anchors)
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2014 Sales (all less anchors)
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2015 Sales (<10,000 sq ft)
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2014 Sales (<10,000 sq ft)
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Sales Growth (all less anchors)
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Sales Growth (<10,000 sq ft)
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% of Company NOI
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|||||||||||
Top 10
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$
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3,709
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$
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3,650
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$
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804
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$
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809
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1.6
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%
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(0.6
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)%
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23.0
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%
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Top 30
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8,455
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8,184
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683
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658
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3.3
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%
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3.8
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%
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48.0
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%
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||||
Top 50
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13,184
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12,888
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702
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689
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2.3
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%
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1.8
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%
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66.0
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%
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||||
Top 100
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19,468
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18,953
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604
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588
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2.7
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%
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2.8
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%
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95.0
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%
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||||
Total Retail Properties
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20,981
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20,407
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588
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571
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2.8
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%
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3.0
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%
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100.0
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%
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78 Class A Retail Properties
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16,898
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16,387
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682
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666
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3.1
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%
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2.4
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%
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76.0
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%
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•
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sold a total
37.5%
interest in Ala Moana Center to joint venture partners for total consideration of
$2.0 billion
;
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•
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acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of
$710.2 million
, which included equity of
$222.5 million
and debt of
$487.7 million
(Note 3);
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•
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acquired a
50%
interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holdings Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at
12 stores
located at our properties for a net amount of approximately
$131.0 million
;
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•
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sold interests in three assets for total consideration of
$163.4 million
, which resulted in a gain of
$27.0 million
;
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•
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repurchased
4.3 million
of our common shares at
$25.34
per share for a total price of
$109.6 million
;
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•
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acquired additional
2.5%
equity interest in the Miami Design District Associates, LLC ("MDD"), a large urban retail development project for
$40.0 million
; and
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•
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purchased
1,125,760 shares
of Seritage Growth Properties common stock at
$29.58
per share for a total of
$33.3 million
.
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•
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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, first-to-market retailers, and e-commerce 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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No one person may own more than 9.9% of the outstanding number or value. This ensures we meet the REIT requirement that not more than 50% in value of the outstanding shares of our capital stock may be owned, directly or indirectly by five or fewer “individuals” at any time during the last half of a taxable year.
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•
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No person can acquire shares that would result in outstanding shares being beneficially owned by fewer than 100 persons. This ensures we meet the REIT requirement that there be at least 100 stockholders.
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No person can transfer shares that would cause us or our subsidiaries to constructively own 10% or more of the ownership interests in a tenant. This protects against having certain rent be treated as “related party” rent and thereby having such rent be non-qualifying income for purposes of the REIT tests.
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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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•
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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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•
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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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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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200 Lafayette
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New York, NY
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100
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%
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31,328
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31,328
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100.0
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%
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Pirch
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2
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830 N. Michigan Ave.
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Chicago, IL
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100
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%
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117,411
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117,411
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100.0
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%
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Uniqlo, Topshop
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3
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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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778,053
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408,937
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98.3
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%
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Herberger's, JCPenney, Macy's
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4
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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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1,100,812
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503,589
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95.5
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%
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Dillard's, JCPenney, Macy's, Sears
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5
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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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1,457,433
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639,897
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99.8
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%
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Dillard's, JCPenney, Macy's, Sears
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6
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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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980,899
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321,717
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98.5
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%
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Dillard's, Nordstrom, Saks Fifth Avenue
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7
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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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775,149
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436,839
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98.4
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%
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JCPenney, Kohl's, Macy's, Target
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8
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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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1,210,992
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423,035
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96.8
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%
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Dillard's, JCPenney, Macy's, Sears, Kohl's
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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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9
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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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1,179,573
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444,756
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96.9
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%
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Burlington Coat Factory, JCPenney, Macy's, Sears
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10
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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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927,824
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337,434
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96.7
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%
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Dillard's, JCPenney, Macy's, Sears
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11
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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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735,398
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314,338
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93.7
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%
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Dillard's, JCPenney, Sears, Target
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12
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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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790,020
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269,101
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99.7
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%
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Belk, Dillard's, JCPenney
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13
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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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1,062,516
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521,555
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97.7
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%
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Dillard's, JCPenney, Target, Younkers
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14
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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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1,102,851
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516,204
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100.0
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%
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JCPenney, Kohl's, Macy's, Sears
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15
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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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889,851
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366,409
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97.2
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%
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JCPenney, Macy's, Sears, Target
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16
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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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|
1,034,845
|
|
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386,861
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|
|
99.5
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%
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Costco, Macy's, Sears
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17
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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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1,212,015
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|
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558,475
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99.1
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%
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Dillard's, JCPenney, Macy's, Sears
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18
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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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|
566,351
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|
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276,555
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|
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88.4
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%
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JCPenney, Macy's, Sears, Target
|
19
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|
Eastridge Mall CA (2)
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San Jose, CA
|
|
100
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%
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|
1,331,251
|
|
|
658,990
|
|
|
98.8
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%
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|
JCPenney, Macy's, Sears
|
20
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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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|
923,466
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|
|
441,863
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|
|
97.0
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%
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Dillard's, Nordstrom
|
21
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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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|
1,866,694
|
|
|
833,406
|
|
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99.0
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%
|
|
Dillard's, Macy's, Macy's Men's, Neiman Marcus, Nordstrom, Saks Fifth Avenue
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22
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Four Seasons Town Centre
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Greensboro, NC
|
|
100
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%
|
|
1,080,634
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|
|
438,618
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|
|
92.9
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%
|
|
Dillard's, JCPenney
|
23
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|
Fox River Mall
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Appleton, WI
|
|
100
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%
|
|
1,191,188
|
|
|
596,274
|
|
|
98.3
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%
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|
JCPenney, Macy's, Sears, Target, Younkers
|
24
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|
Glenbrook Square
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Fort Wayne, IN
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|
100
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%
|
|
1,224,976
|
|
|
448,106
|
|
|
90.1
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%
|
|
JCPenney, Macy's, Sears, Carson's
|
25
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|
Governor's Square (1)
|
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Tallahassee, FL
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|
100
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%
|
|
1,031,290
|
|
|
339,685
|
|
|
92.7
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%
|
|
Dillard's, JCPenney, Macy's, Sears
|
26
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|
Grand Teton Mall
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Idaho Falls, ID
|
|
100
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%
|
|
628,665
|
|
|
211,466
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|
|
91.9
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%
|
|
Dillard's, JCPenney, Macy's, Sears
|
27
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|
Greenwood Mall
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Bowling Green, KY
|
|
100
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%
|
|
851,589
|
|
|
422,536
|
|
|
97.4
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%
|
|
Dillard's, JCPenney, Macy's, Sears
|
28
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|
Hulen Mall
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Ft. Worth, TX
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|
100
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%
|
|
993,007
|
|
|
396,437
|
|
|
96.8
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%
|
|
Dillard's, Macy's, Sears
|
29
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|
Jordan Creek Town Center
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|
West Des Moines, IA
|
|
100
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%
|
|
1,355,642
|
|
|
746,149
|
|
|
97.8
|
%
|
|
Dillard's, Younkers
|
30
|
|
Lakeside Mall
|
|
Sterling Heights, MI
|
|
100
|
%
|
|
1,503,945
|
|
|
483,227
|
|
|
85.1
|
%
|
|
JCPenney, Lord & Taylor, Macy's, Macy's Men's & Home, Sears
|
31
|
|
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
100
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%
|
|
1,156,327
|
|
|
624,935
|
|
|
98.4
|
%
|
|
Dillard's, JCPenney, Macy's
|
32
|
|
Mall Of Louisiana
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|
Baton Rouge, LA
|
|
100
|
%
|
|
1,572,793
|
|
|
623,529
|
|
|
98.9
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Sears
|
33
|
|
Mall St. Matthews
|
|
Louisville, KY
|
|
100
|
%
|
|
1,019,225
|
|
|
505,090
|
|
|
98.1
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney
|
34
|
|
Market Place Shopping Center
|
|
Champaign, IL
|
|
100
|
%
|
|
896,958
|
|
|
512,144
|
|
|
98.3
|
%
|
|
Bergner's, JCPenney, Macy's,
|
35
|
|
Mayfair
|
|
Wauwatosa (Milwaukee), WI
|
|
100
|
%
|
|
1,573,084
|
|
|
621,190
|
|
|
97.0
|
%
|
|
Boston Store, Macy's, Nordstrom
|
36
|
|
Meadows Mall
|
|
Las Vegas, NV
|
|
100
|
%
|
|
944,695
|
|
|
307,842
|
|
|
95.8
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
37
|
|
Mondawmin Mall
|
|
Baltimore, MD
|
|
100
|
%
|
|
458,710
|
|
|
393,182
|
|
|
99.8
|
%
|
|
|
Property
Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
38
|
|
Newgate Mall (1)
|
|
Ogden (Salt Lake City), UT
|
|
100
|
%
|
|
676,187
|
|
|
338,394
|
|
|
96.7
|
%
|
|
Dillard's, Sears, Burlington Coat Factory
|
39
|
|
North Point Mall
|
|
Alpharetta (Atlanta), GA
|
|
100
|
%
|
|
1,331,220
|
|
|
428,219
|
|
|
93.3
|
%
|
|
Dillard's, JCPenney, Macy's, Sears, Von Maur
|
40
|
|
North Star Mall
|
|
San Antonio, TX
|
|
100
|
%
|
|
1,248,491
|
|
|
519,169
|
|
|
99.2
|
%
|
|
Dillard's, JCPenney, Macy's, Saks Fifth Avenue
|
41
|
|
Northridge Fashion Center
|
|
Northridge (Los Angeles), CA
|
|
100
|
%
|
|
1,461,560
|
|
|
637,117
|
|
|
97.7
|
%
|
|
JCPenney, Macy's, Macy's Men's & Home, Sears
|
42
|
|
Northtown Mall (1)
|
|
Spokane, WA
|
|
100
|
%
|
|
948,507
|
|
|
429,627
|
|
|
86.8
|
%
|
|
JCPenney, Kohl's, Macy's, Sears
|
43
|
|
Oak View Mall
|
|
Omaha, NE
|
|
100
|
%
|
|
859,446
|
|
|
255,260
|
|
|
81.1
|
%
|
|
Dillard's, JCPenney, Sears, Younkers
|
44
|
|
Oakwood Center
|
|
Gretna, LA
|
|
100
|
%
|
|
913,845
|
|
|
399,817
|
|
|
98.4
|
%
|
|
Dillard's, JCPenney, Sears
|
45
|
|
Oakwood Mall
|
|
Eau Claire, WI
|
|
100
|
%
|
|
817,880
|
|
|
403,036
|
|
|
95.3
|
%
|
|
JCPenney, Macy's, Sears, Younkers
|
46
|
|
Oglethorpe Mall
|
|
Savannah, GA
|
|
100
|
%
|
|
942,942
|
|
|
406,358
|
|
|
97.0
|
%
|
|
Belk, JCPenney, Macy's, Sears
|
47
|
|
Oxmoor Center (1)
|
|
Louisville, KY
|
|
94
|
%
|
|
917,596
|
|
|
350,386
|
|
|
95.5
|
%
|
|
Macy's, Sears, Von Maur
|
48
|
|
Paramus Park (1)
|
|
Paramus, NJ
|
|
100
|
%
|
|
764,902
|
|
|
305,845
|
|
|
98.6
|
%
|
|
Macy's, Sears
|
49
|
|
Park City Center
|
|
Lancaster (Philadelphia), PA
|
|
100
|
%
|
|
1,438,538
|
|
|
535,373
|
|
|
93.9
|
%
|
|
Boscov's, JCPenney, Kohl's, Sears, The Bon Ton
|
50
|
|
Park Place
|
|
Tucson, AZ
|
|
100
|
%
|
|
1,054,959
|
|
|
473,502
|
|
|
99.7
|
%
|
|
Dillard's, Macy's, Sears
|
51
|
|
Peachtree Mall
|
|
Columbus, GA
|
|
100
|
%
|
|
822,253
|
|
|
301,038
|
|
|
93.7
|
%
|
|
Dillard's, JCPenney, Macy's
|
52
|
|
Pecanland Mall
|
|
Monroe, LA
|
|
100
|
%
|
|
963,277
|
|
|
347,841
|
|
|
95.1
|
%
|
|
Belk, Burlington Coat Factory, Dillard's, JCPenney, Sears
|
53
|
|
Pembroke Lakes Mall
|
|
Pembroke Pines (Fort Lauderdale), FL
|
|
100
|
%
|
|
1,135,329
|
|
|
354,054
|
|
|
98.2
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney, Macy's, Macy's Home Store, Sears
|
54
|
|
Pioneer Place (1)
|
|
Portland, OR
|
|
100
|
%
|
|
636,750
|
|
|
347,852
|
|
|
88.8
|
%
|
|
|
55
|
|
Prince Kuhio Plaza (1)
|
|
Hilo, HI
|
|
100
|
%
|
|
496,466
|
|
|
310,046
|
|
|
96.4
|
%
|
|
Macy's, Macy's Men's & Home & Childrens, Sears
|
56
|
|
Providence Place (1)
|
|
Providence, RI
|
|
94
|
%
|
|
1,251,502
|
|
|
733,382
|
|
|
99.7
|
%
|
|
Macy's, Nordstrom
|
57
|
|
Provo Towne Centre (1) (2)
|
|
Provo, UT
|
|
75
|
%
|
|
792,022
|
|
|
300,303
|
|
|
85.8
|
%
|
|
Dillard's, JCPenney, Sears
|
58
|
|
Quail Springs Mall
|
|
Oklahoma City, OK
|
|
100
|
%
|
|
1,111,708
|
|
|
446,112
|
|
|
97.9
|
%
|
|
Dillard's, JCPenney, Macy's, Von Maur
|
59
|
|
Red Cliffs Mall
|
|
St. George, UT
|
|
100
|
%
|
|
448,092
|
|
|
155,757
|
|
|
99.1
|
%
|
|
Dillard's, JCPenney, Sears
|
60
|
|
Ridgedale Center
|
|
Minnetonka, MN
|
|
100
|
%
|
|
1,102,775
|
|
|
301,835
|
|
|
97.9
|
%
|
|
JCPenney, Macy's, Sears, Nordstrom
|
61
|
|
River Hills Mall
|
|
Mankato, MN
|
|
100
|
%
|
|
707,654
|
|
|
343,712
|
|
|
94.9
|
%
|
|
Herberger's, JCPenney, Sears, Target
|
62
|
|
Rivertown Crossings
|
|
Grandville (Grand Rapids), MI
|
|
100
|
%
|
|
1,267,104
|
|
|
631,479
|
|
|
96.5
|
%
|
|
JCPenney, Kohl's, Macy's, Sears, Younkers
|
63
|
|
Rogue Valley Mall
|
|
Medford (Portland), OR
|
|
100
|
%
|
|
637,153
|
|
|
280,169
|
|
|
81.0
|
%
|
|
JCPenney, Kohl's, Macy's, Macy's Home Store
|
64
|
|
Sooner Mall
|
|
Norman, OK
|
|
100
|
%
|
|
504,208
|
|
|
237,303
|
|
|
100.0
|
%
|
|
Dillard's, JCPenney, Sears
|
Property
Count
|
|
Property Name
|
|
Location
|
|
GGP
Ownership
|
|
Total GLA
|
|
Mall and
Freestanding GLA
|
|
Retail
Percentage
Leased
|
|
Anchors
|
||||
93
|
|
730 Fifth Avenue
|
|
New York, NY
|
|
50
|
%
|
|
97,628
|
|
|
64,956
|
|
|
100.0
|
%
|
|
Bulgari, Mikimoto, Piaget
|
94
|
|
85 Fifth Avenue
|
|
New York, NY
|
|
50
|
%
|
|
12,946
|
|
|
12,946
|
|
|
100.0
|
%
|
|
Anthropologie
|
95
|
|
Ala Moana Center (1)
|
|
Honolulu, HI
|
|
62.5
|
%
|
|
2,339,704
|
|
|
1,113,336
|
|
|
95.5
|
%
|
|
Macy's, Neiman Marcus, Nordstrom, Bloomingdale's
|
96
|
|
Alderwood
|
|
Lynnwood (Seattle), WA
|
|
50
|
%
|
|
1,323,297
|
|
|
578,303
|
|
|
98.9
|
%
|
|
JCPenney, Macy's, Nordstrom, Sears
|
97
|
|
Altamonte Mall
|
|
Altamonte Springs (Orlando), FL
|
|
50
|
%
|
|
1,161,675
|
|
|
483,127
|
|
|
97.0
|
%
|
|
Dillard's, JCPenney, Macy's, Sears
|
98
|
|
Bayside Marketplace (1)
|
|
Miami, FL
|
|
51
|
%
|
|
207,040
|
|
|
205,937
|
|
|
97.5
|
%
|
|
|
99
|
|
Bridgewater Commons
|
|
Bridgewater, NJ
|
|
35
|
%
|
|
1,001,464
|
|
|
406,004
|
|
|
97.1
|
%
|
|
Bloomingdale's, Lord & Taylor, Macy's
|
100
|
|
Carolina Place
|
|
Pineville (Charlotte), NC
|
|
50
|
%
|
|
1,159,861
|
|
|
386,359
|
|
|
97.2
|
%
|
|
Belk, Dillard's, JCPenney, Macy's, Sears
|
101
|
|
Christiana Mall (1)
|
|
Newark, DE
|
|
50
|
%
|
|
1,266,991
|
|
|
625,679
|
|
|
99.4
|
%
|
|
JCPenney, Macy's, Nordstrom, Target
|
102
|
|
Clackamas Town Center
|
|
Happy Valley, OR
|
|
50
|
%
|
|
1,410,992
|
|
|
636,150
|
|
|
99.6
|
%
|
|
JCPenney, Macy's, Macy's Home Store, Nordstrom, Sears
|
103
|
|
First Colony Mall
|
|
Sugar Land, TX
|
|
50
|
%
|
|
1,129,963
|
|
|
510,915
|
|
|
99.4
|
%
|
|
Dillard's, Dillard's Men's & Home, JCPenney, Macy's
|
104
|
|
Florence Mall
|
|
Florence (Cincinnati, OH), KY
|
|
50
|
%
|
|
940,967
|
|
|
388,560
|
|
|
87.6
|
%
|
|
JCPenney, Macy's, Macy's Home Store, Sears
|
105
|
|
Galleria At Tyler (1)
|
|
Riverside, CA
|
|
50
|
%
|
|
1,027,845
|
|
|
559,637
|
|
|
99.4
|
%
|
|
JCPenney, Macy's, Nordstrom
|
106
|
|
Glendale Galleria (1)
|
|
Glendale, CA
|
|
50
|
%
|
|
1,473,107
|
|
|
504,094
|
|
|
98.8
|
%
|
|
Bloomingdale's, JCPenney, Macy's, Target
|
107
|
|
Kenwood Towne Centre (1)
|
|
Cincinnati, OH
|
|
50
|
%
|
|
1,161,167
|
|
|
519,846
|
|
|
100.0
|
%
|
|
Dillard's, Macy's, Nordstrom
|
108
|
|
Miami Design District (4)
|
|
Miami, FL
|
|
15
|
%
|
|
509,860
|
|
|
417,943
|
|
|
100.0
|
%
|
|
Bulgari, Fendi, Hermes, Louis Vuitton, Prada, Valentino
|
109
|
|
Mizner Park (1)
|
|
Boca Raton, FL
|
|
47
|
%
|
|
520,891
|
|
|
176,870
|
|
|
90.1
|
%
|
|
Lord & Taylor
|
110
|
|
Natick Mall
|
|
Natick (Boston), MA
|
|
50
|
%
|
|
1,500,606
|
|
|
747,514
|
|
|
98.5
|
%
|
|
Lord & Taylor, Macy's, Sears, Neiman Marcus, Nordstrom
|
111
|
|
Neshaminy Mall
|
|
Bensalem, PA
|
|
50
|
%
|
|
1,025,800
|
|
|
391,619
|
|
|
95.8
|
%
|
|
Boscov's, Macy's, Sears
|
112
|
|
Northbrook Court
|
|
Northbrook (Chicago), IL
|
|
50
|
%
|
|
1,014,506
|
|
|
478,229
|
|
|
95.3
|
%
|
|
Lord & Taylor, Macy's, Neiman Marcus
|
113
|
|
Oakbrook Center
|
|
Oak Brook (Chicago), IL
|
|
48
|
%
|
|
2,426,311
|
|
|
1,112,337
|
|
|
98.3
|
%
|
|
Lord & Taylor, Macy's, Neiman Marcus, Nordstrom, Sears
|
114
|
|
Otay Ranch Town Center
|
|
Chula Vista (San Diego), CA
|
|
50
|
%
|
|
646,996
|
|
|
506,996
|
|
|
96.8
|
%
|
|
Macy's
|
115
|
|
Park Meadows
|
|
Lone Tree, CO
|
|
35
|
%
|
|
1,577,029
|
|
|
754,029
|
|
|
98.8
|
%
|
|
Dillard's, JCPenney, Macy's, Nordstrom
|
116
|
|
Perimeter Mall
|
|
Atlanta, GA
|
|
50
|
%
|
|
1,564,332
|
|
|
511,058
|
|
|
97.1
|
%
|
|
Dillard's, Macy's, Nordstrom, Von Maur
|
117
|
|
Pinnacle Hills Promenade
|
|
Rogers, AR
|
|
50
|
%
|
|
987,521
|
|
|
359,079
|
|
|
94.6
|
%
|
|
Dillard's, JCPenney
|
118
|
|
Plaza Frontenac
|
|
St. Louis, MO
|
|
55
|
%
|
|
485,231
|
|
|
224,518
|
|
|
96.9
|
%
|
|
Neiman Marcus, Saks Fifth Avenue
|
119
|
|
Riverchase Galleria
|
|
Hoover (Birmingham), AL
|
|
50
|
%
|
|
1,498,623
|
|
|
558,565
|
|
|
96.6
|
%
|
|
Belk, JCPenney, Macy's, Sears, Von Maur
|
(5)
|
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)
|
|
Proportionate Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2015(3)
|
||||
Fixed Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Consolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Brass Mill Center
|
|
100%
|
|
$
|
94,930
|
|
|
2016
|
|
$
|
93,347
|
|
|
4.55%
|
|
No
|
Lakeside Mall
|
|
100%
|
|
147,856
|
|
|
2016
|
|
144,451
|
|
|
4.28%
|
|
No
|
||
Provo Towne Center (4)
|
|
75%
|
|
29,701
|
|
|
2017
|
|
28,886
|
|
|
4.53%
|
|
No
|
||
Four Seasons Town Centre
|
|
100%
|
|
79,193
|
|
|
2017
|
|
72,532
|
|
|
5.60%
|
|
No
|
||
Apache Mall
|
|
100%
|
|
94,375
|
|
|
2017
|
|
91,402
|
|
|
4.32%
|
|
No
|
||
Mall of Louisiana
|
|
100%
|
|
205,875
|
|
|
2017
|
|
191,409
|
|
|
5.82%
|
|
No
|
||
The Gallery at Harborplace - Other
|
|
100%
|
|
5,303
|
|
|
2018
|
|
190
|
|
|
6.05%
|
|
No
|
||
Hulen Mall
|
|
100%
|
|
125,308
|
|
|
2018
|
|
118,702
|
|
|
4.25%
|
|
No
|
||
Governor's Square
|
|
100%
|
|
69,599
|
|
|
2019
|
|
66,488
|
|
|
6.69%
|
|
No
|
||
Oak View Mall
|
|
100%
|
|
77,951
|
|
|
2019
|
|
74,467
|
|
|
6.69%
|
|
No
|
||
Coronado Center
|
|
100%
|
|
193,705
|
|
|
2019
|
|
180,278
|
|
|
3.50%
|
|
No
|
||
Park City Center
|
|
100%
|
|
184,242
|
|
|
2019
|
|
172,224
|
|
|
5.34%
|
|
No
|
||
Newgate Mall
|
|
100%
|
|
58,000
|
|
|
2020
|
|
58,000
|
|
|
3.69%
|
|
No
|
||
Fashion Place
|
|
100%
|
|
226,730
|
|
|
2020
|
|
226,730
|
|
|
3.64%
|
|
No
|
||
Mall St. Matthews
|
|
100%
|
|
186,662
|
|
|
2020
|
|
170,305
|
|
|
2.72%
|
|
No
|
||
Town East Mall
|
|
100%
|
|
160,270
|
|
|
2020
|
|
160,270
|
|
|
3.57%
|
|
No
|
||
Tucson Mall
|
|
100%
|
|
246,000
|
|
|
2020
|
|
246,000
|
|
|
4.01%
|
|
No
|
||
Visalia Mall
|
|
100%
|
|
74,000
|
|
|
2020
|
|
74,000
|
|
|
3.71%
|
|
No
|
||
Tysons Galleria
|
|
100%
|
|
312,326
|
|
|
2020
|
|
282,081
|
|
|
4.06%
|
|
No
|
||
The Mall In Columbia
|
|
100%
|
|
348,469
|
|
|
2020
|
|
316,928
|
|
|
3.95%
|
|
No
|
||
Northridge Fashion Center
|
|
100%
|
|
233,291
|
|
|
2021
|
|
207,503
|
|
|
5.10%
|
|
No
|
||
Deerbrook Mall
|
|
100%
|
|
143,437
|
|
|
2021
|
|
127,934
|
|
|
5.25%
|
|
No
|
||
White Marsh Mall
|
|
100%
|
|
190,000
|
|
|
2021
|
|
190,000
|
|
|
3.66%
|
|
No
|
||
Park Place
|
|
100%
|
|
186,399
|
|
|
2021
|
|
165,815
|
|
|
5.18%
|
|
No
|
||
Providence Place
|
|
94%
|
|
337,279
|
|
|
2021
|
|
302,577
|
|
|
5.65%
|
|
No
|
||
Fox River Mall
|
|
100%
|
|
175,162
|
|
|
2021
|
|
156,373
|
|
|
5.46%
|
|
No
|
||
Oxmoor Center
|
|
94%
|
|
83,905
|
|
|
2021
|
|
74,781
|
|
|
5.37%
|
|
No
|
||
Rivertown Crossings
|
|
100%
|
|
158,257
|
|
|
2021
|
|
141,356
|
|
|
5.52%
|
|
No
|
||
Westlake Center - Land
|
|
100%
|
|
2,437
|
|
|
2021
|
|
2,437
|
|
|
12.90%
|
|
Yes - Full
|
||
Fashion Show - Other
|
|
100%
|
|
4,206
|
|
|
2021
|
|
1,577
|
|
|
6.06%
|
|
Yes - Full
|
||
Bellis Fair
|
|
100%
|
|
88,253
|
|
|
2022
|
|
77,060
|
|
|
5.23%
|
|
No
|
||
The Shoppes at Buckland Hills
|
|
100%
|
|
122,931
|
|
|
2022
|
|
107,820
|
|
|
5.19%
|
|
No
|
||
The Gallery at Harborplace
|
|
100%
|
|
77,797
|
|
|
2022
|
|
68,096
|
|
|
5.24%
|
|
No
|
||
The Streets at SouthPoint
|
|
94%
|
|
238,931
|
|
|
2022
|
|
207,909
|
|
|
4.36%
|
|
No
|
||
Spokane Valley Mall (4)
|
|
75%
|
|
44,610
|
|
|
2022
|
|
38,484
|
|
|
4.65%
|
|
No
|
||
Greenwood Mall
|
|
100%
|
|
63,000
|
|
|
2022
|
|
57,469
|
|
|
4.19%
|
|
No
|
||
North Star Mall
|
|
100%
|
|
319,506
|
|
|
2022
|
|
270,113
|
|
|
3.93%
|
|
No
|
||
Coral Ridge Mall
|
|
100%
|
|
109,806
|
|
|
2022
|
|
98,394
|
|
|
5.71%
|
|
No
|
||
Rogue Valley Mall
|
|
100%
|
|
54,862
|
|
|
2022
|
|
48,245
|
|
|
4.50%
|
|
No
|
||
The Oaks Mall
|
|
100%
|
|
131,895
|
|
|
2022
|
|
112,842
|
|
|
4.55%
|
|
No
|
||
Westroads Mall
|
|
100%
|
|
148,975
|
|
|
2022
|
|
127,455
|
|
|
4.55%
|
|
No
|
||
Coastland Center
|
|
100%
|
|
122,554
|
|
|
2022
|
|
102,621
|
|
|
3.76%
|
|
No
|
||
Pecanland Mall
|
|
100%
|
|
88,840
|
|
|
2023
|
|
75,750
|
|
|
3.88%
|
|
No
|
||
Crossroads Center (MN)
|
|
100%
|
|
101,558
|
|
|
2023
|
|
83,026
|
|
|
3.25%
|
|
No
|
||
Cumberland Mall
|
|
100%
|
|
160,000
|
|
|
2023
|
|
160,000
|
|
|
3.67%
|
|
No
|
||
The Woodlands
|
|
100%
|
|
250,526
|
|
|
2023
|
|
207,057
|
|
|
5.04%
|
|
No
|
||
Meadows Mall
|
|
100%
|
|
154,969
|
|
|
2023
|
|
118,726
|
|
|
3.96%
|
|
No
|
||
Oglethorpe Mall
|
|
100%
|
|
150,000
|
|
|
2023
|
|
136,166
|
|
|
3.90%
|
|
No
|
||
Prince Kuhio Plaza
|
|
100%
|
|
43,132
|
|
|
2023
|
|
35,974
|
|
|
4.10%
|
|
No
|
||
Augusta Mall
|
|
100%
|
|
170,000
|
|
|
2023
|
|
170,000
|
|
|
4.36%
|
|
No
|
||
Staten Island Mall
|
|
100%
|
|
253,295
|
|
|
2023
|
|
206,942
|
|
|
4.77%
|
|
No
|
Name
|
|
GGP
Ownership
|
|
Proportionate
Balance(1)
|
|
Maturity
Year(2)
|
|
Proportionate Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2015(3)
|
||||
Stonestown Galleria
|
|
100%
|
|
180,000
|
|
|
2023
|
|
164,720
|
|
|
4.39%
|
|
No
|
||
Boise Towne Square
|
|
100%
|
|
130,345
|
|
|
2023
|
|
106,372
|
|
|
4.79%
|
|
No
|
||
The Crossroads (MI)
|
|
100%
|
|
96,782
|
|
|
2023
|
|
80,833
|
|
|
4.42%
|
|
No
|
||
Jordan Creek Town Center
|
|
100%
|
|
213,137
|
|
|
2024
|
|
177,448
|
|
|
4.37%
|
|
No
|
||
Woodbridge Center
|
|
100%
|
|
250,000
|
|
|
2024
|
|
220,726
|
|
|
4.80%
|
|
No
|
||
The Maine Mall
|
|
100%
|
|
235,000
|
|
|
2024
|
|
235,000
|
|
|
4.66%
|
|
No
|
||
Baybrook Mall
|
|
100%
|
|
249,178
|
|
|
2024
|
|
212,423
|
|
|
5.52%
|
|
No
|
||
The Parks At Arlington
|
|
100%
|
|
249,186
|
|
|
2024
|
|
212,687
|
|
|
5.57%
|
|
No
|
||
Fashion Show
|
|
100%
|
|
835,000
|
|
|
2024
|
|
835,000
|
|
|
4.03%
|
|
No
|
||
Beachwood Place
|
|
100%
|
|
220,000
|
|
|
2025
|
|
184,350
|
|
|
3.94%
|
|
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
|
||
Boise Towne Plaza
|
|
100%
|
|
19,891
|
|
|
2025
|
|
16,006
|
|
|
4.13%
|
|
No
|
||
Paramus Park
|
|
100%
|
|
120,000
|
|
|
2025
|
|
120,000
|
|
|
4.07%
|
|
No
|
||
Glenbrook Square
|
|
100%
|
|
162,000
|
|
|
2025
|
|
137,791
|
|
|
4.27%
|
|
No
|
||
Peachtree Mall
|
|
100%
|
|
88,000
|
|
|
2025
|
|
70,865
|
|
|
4.31%
|
|
No
|
||
North Point Mall
|
|
100%
|
|
250,000
|
|
|
2026
|
|
218,205
|
|
|
4.54%
|
|
No
|
||
The Shops at La Cantera
|
|
75%
|
|
262,500
|
|
|
2027
|
|
262,500
|
|
|
3.60%
|
|
No
|
||
Providence Place - Other
|
|
94%
|
|
34,771
|
|
|
2028
|
|
2,247
|
|
|
7.75%
|
|
No
|
||
Provo Towne Center Land
|
|
75%
|
|
2,249
|
|
|
2095
|
|
37
|
|
|
10.00%
|
|
Yes - Full
|
||
Consolidated Property Level
|
|
|
|
$11,788,347
|
|
|
|
$10,733,249
|
|
4.43%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unconsolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Riverchase Galleria
|
|
50%
|
|
$
|
152,500
|
|
|
2017
|
|
$
|
152,500
|
|
|
5.65%
|
|
No
|
The Shops at Bravern
|
|
40%
|
|
20,854
|
|
|
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
|
||
The Grand Canal Shoppes
|
|
50%
|
|
313,125
|
|
|
2019
|
|
313,125
|
|
|
4.24%
|
|
No
|
||
First Colony Mall
|
|
50%
|
|
90,752
|
|
|
2019
|
|
84,321
|
|
|
4.50%
|
|
No
|
||
Natick Mall
|
|
50%
|
|
224,417
|
|
|
2019
|
|
209,699
|
|
|
4.60%
|
|
No
|
||
Oakbrook Center
|
|
48%
|
|
202,725
|
|
|
2020
|
|
202,725
|
|
|
3.66%
|
|
No
|
||
Christiana Mall
|
|
50%
|
|
117,094
|
|
|
2020
|
|
108,697
|
|
|
5.10%
|
|
No
|
||
Water Tower Place
|
|
47%
|
|
180,603
|
|
|
2020
|
|
171,026
|
|
|
4.35%
|
|
No
|
||
Kenwood Towne Centre
|
|
70%
|
|
152,540
|
|
|
2020
|
|
137,191
|
|
|
5.37%
|
|
No
|
||
Whaler's Village
|
|
50%
|
|
40,000
|
|
|
2021
|
|
40,000
|
|
|
5.42%
|
|
No
|
||
Village of Merrick Park
|
|
55%
|
|
95,380
|
|
|
2021
|
|
85,797
|
|
|
5.73%
|
|
No
|
||
Willowbrook Mall (TX)
|
|
50%
|
|
99,961
|
|
|
2021
|
|
88,965
|
|
|
5.13%
|
|
No
|
||
Northbrook Court
|
|
50%
|
|
64,302
|
|
|
2021
|
|
56,811
|
|
|
4.25%
|
|
No
|
||
Ala Moana Center
|
|
63%
|
|
875,000
|
|
|
2022
|
|
875,000
|
|
|
4.23%
|
|
No
|
||
Florence Mall
|
|
50%
|
|
45,000
|
|
|
2022
|
|
45,000
|
|
|
4.15%
|
|
No
|
||
Clackamas Town Center
|
|
50%
|
|
108,000
|
|
|
2022
|
|
108,000
|
|
|
4.18%
|
|
No
|
||
Bridgewater Commons
|
|
35%
|
|
105,000
|
|
|
2022
|
|
105,000
|
|
|
3.34%
|
|
No
|
||
The Shoppes at River Crossing
|
|
50%
|
|
38,675
|
|
|
2023
|
|
35,026
|
|
|
3.75%
|
|
No
|
||
Carolina Place
|
|
50%
|
|
87,500
|
|
|
2023
|
|
75,542
|
|
|
3.84%
|
|
No
|
||
Union Square Portfolio
|
|
50%
|
|
25,000
|
|
|
2023
|
|
25,000
|
|
|
5.12%
|
|
No
|
||
Galleria at Tyler
|
|
50%
|
|
93,537
|
|
|
2023
|
|
76,716
|
|
|
5.05%
|
|
No
|
||
Park Meadows
|
|
35%
|
|
126,000
|
|
|
2023
|
|
112,734
|
|
|
4.60%
|
|
No
|
||
Stonebriar Centre
|
|
50%
|
|
140,000
|
|
|
2024
|
|
120,886
|
|
|
4.05%
|
|
No
|
||
Pinnacle Hills Promenade
|
|
50%
|
|
60,067
|
|
|
2025
|
|
48,805
|
|
|
4.13%
|
|
No
|
||
Altamonte Mall
|
|
50%
|
|
80,000
|
|
|
2025
|
|
69,045
|
|
|
3.72%
|
|
No
|
||
Alderwood
|
|
50%
|
|
175,857
|
|
|
2025
|
|
138,693
|
|
|
3.48%
|
|
No
|
||
Towson Town Center
|
|
35%
|
|
113,761
|
|
|
2025
|
|
97,713
|
|
|
3.82%
|
|
No
|
||
Perimeter Mall
|
|
50%
|
|
137,500
|
|
|
2026
|
|
137,500
|
|
|
3.96%
|
|
No
|
||
Glendale Galleria
|
|
50%
|
|
215,000
|
|
|
2026
|
|
190,451
|
|
|
4.06%
|
|
No
|
||
Unconsolidated Property Level
|
|
|
|
$4,367,012
|
|
|
|
$4,119,103
|
|
4.30%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Fixed Rate Debt
|
|
|
|
$16,155,359
|
|
|
|
$14,852,352
|
|
4.40%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
GGP
Ownership
|
|
Proportionate
Balance(1)
|
|
Maturity
Year(2)
|
|
Proportionate Balloon
Pmt at
Maturity
|
|
Interest
Rate
|
|
Parent
Recourse
as of
12/31/2015(3)
|
||||
Variable Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Columbiana Centre (5)
|
|
100%
|
|
$
|
130,816
|
|
|
2018
|
|
$
|
128,177
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
Eastridge (WY) (5)
|
|
100%
|
|
48,228
|
|
|
2018
|
|
47,255
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Grand Teton Mall (5)
|
|
100%
|
|
48,859
|
|
|
2018
|
|
47,873
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Mayfair (5)
|
|
100%
|
|
347,813
|
|
|
2018
|
|
340,796
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Mondawmin Mall (5)
|
|
100%
|
|
81,011
|
|
|
2018
|
|
79,377
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
North Town Mall (5)
|
|
100%
|
|
89,207
|
|
|
2018
|
|
87,407
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Oakwood (5)
|
|
100%
|
|
76,913
|
|
|
2018
|
|
75,362
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Oakwood Center (5)
|
|
100%
|
|
91,413
|
|
|
2018
|
|
89,569
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Pioneer Place (5)
|
|
100%
|
|
188,185
|
|
|
2018
|
|
184,389
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Red Cliffs Mall (5)
|
|
100%
|
|
30,261
|
|
|
2018
|
|
29,650
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
River Hills Mall (5)
|
|
100%
|
|
76,283
|
|
|
2018
|
|
74,744
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Sooner Mall (5)
|
|
100%
|
|
78,931
|
|
|
2018
|
|
77,338
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Southwest Plaza (5)
|
|
100%
|
|
73,383
|
|
|
2018
|
|
71,902
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
The Shops at Fallen Timbers (5)
|
|
100%
|
|
25,217
|
|
|
2018
|
|
24,709
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Columbia Mall
|
|
100%
|
|
100,000
|
|
|
2018
|
|
100,000
|
|
|
Libor + 175 bps
|
|
Yes - Full
|
||
Market Place Shopping Center
|
|
100%
|
|
113,425
|
|
|
2018
|
|
113,425
|
|
|
Libor + 240 bps
|
|
No
|
||
Lynnhaven Mall
|
|
100%
|
|
235,000
|
|
|
2019
|
|
235,000
|
|
|
Libor + 185 bps
|
|
No
|
||
830 North Michigan
|
|
100%
|
|
85,000
|
|
|
2019
|
|
85,000
|
|
|
Libor + 160 bps
|
|
No
|
||
Westlake Center
|
|
100%
|
|
42,500
|
|
|
2019
|
|
42,500
|
|
|
Libor + 230 bps
|
|
No
|
||
200 Lafayette
|
|
100%
|
|
33,000
|
|
|
2019
|
|
33,000
|
|
|
Libor + 250 bps
|
|
No
|
||
Consolidated Property Level
|
|
|
|
$1,995,445
|
|
|
|
$1,967,473
|
|
2.08%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unconsolidated Property Level
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Union Square Portfolio
|
|
50%
|
|
$
|
16,250
|
|
|
2018
|
|
$
|
16,250
|
|
|
Libor + 400 bps
|
|
No
|
Ala Moana Construction Loan (6)
|
|
63%
|
|
220,029
|
|
|
2019
|
|
220,029
|
|
|
Libor + 190 bps
|
|
Yes - Partial
|
||
685 Fifth Avenue
|
|
50%
|
|
170,000
|
|
|
2019
|
|
170,000
|
|
|
Libor + 275 bps
|
|
No
|
||
Miami Design District
|
|
15%
|
|
63,680
|
|
|
2019
|
|
63,680
|
|
|
Libor + 250 bps
|
|
No
|
||
522 Fifth Avenue
|
|
10%
|
|
8,624
|
|
|
2019
|
|
8,624
|
|
|
Libor + 250 bps
|
|
No
|
||
530 Fifth Avenue
|
|
50%
|
|
15,500
|
|
|
2019
|
|
15,423
|
|
|
Libor + 788 bps
|
|
No
|
||
530 Fifth Avenue
|
|
50%
|
|
95,000
|
|
|
2019
|
|
94,526
|
|
|
Libor + 325 bps
|
|
No
|
||
Bayside Marketplace
|
|
51%
|
|
127,500
|
|
|
2020
|
|
127,500
|
|
|
Libor + 205 bps
|
|
No
|
||
Baybrook LPC Construction Loan (7)
|
|
53%
|
|
28,583
|
|
|
2020
|
|
28,583
|
|
|
Libor + 200 bps
|
|
Yes - Partial
|
||
730 Fifth Avenue (8)
|
|
37%
|
|
457,750
|
|
|
2020
|
|
457,750
|
|
|
Libor + 263 bps
|
|
No
|
||
Park Lane Construction Loan (9)
|
|
50%
|
|
24,416
|
|
|
2020
|
|
24,416
|
|
|
Libor + 325 bps
|
|
Yes - Partial
|
||
85 Fifth Avenue
|
|
50%
|
|
30,000
|
|
|
2021
|
|
30,000
|
|
|
Libor + 275 bps
|
|
No
|
||
Unconsolidated Property Level
|
|
|
|
$1,257,332
|
|
|
|
$1,256,781
|
|
3.10%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Junior Subordinated Notes Due 2036
|
|
100%
|
|
$
|
206,200
|
|
|
2036
|
|
$
|
206,200
|
|
|
Libor + 145 bps
|
|
Yes - Full
|
Corporate Revolver
|
|
100%
|
|
315,000
|
|
|
2020
|
|
315,000
|
|
|
Libor + 155 bps
|
|
Yes - Full
|
||
Consolidated Corporate
|
|
|
|
$521,200
|
|
|
|
$521,200
|
|
1.84%
|
|
No
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Variable Rate Debt
|
|
|
|
$3,773,977
|
|
|
|
$3,745,454
|
|
2.38%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total (10)
|
|
|
|
$19,929,336
|
|
|
|
$18,597,806
|
|
4.01%
|
|
|
(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, excluding the corporate revolver.
|
(4)
|
Loan is cross-collateralized with other properties.
|
(5)
|
Properties provide mortgage collateral as guarantors for $1.4 billion corporate borrowing and are cross collateralized.
|
(6)
|
Reflects the amount drawn as of December 31, 2015 on the $450 million construction loan.
|
(7)
|
Reflects the amount drawn as of December 31, 2015 on the $126 million construction loan.
|
(8)
|
Per the joint venture agreement approximately $915 million of the total property debt is associated with the retail units and approximately $335 million is associated with the upper units. GGP owns a 50% equity interest in the retail units, and as a result GPP's pro rata share of the property debt is approximately $458 million or 37%.
|
(9)
|
Reflects the amount drawn as of December 31, 2015 on the $460 million construction loan.
|
(10)
|
Reflects amortization for the period subsequent to December 31, 2015.
|
Total Maturities and Amortization, from above
|
$
|
19,929,336
|
|
Our share of Unconsolidated Real Estate Affiliates
|
(5,624,344
|
)
|
|
Total Consolidated Debt
|
14,304,992
|
|
|
Noncontrolling interests in consolidated real estate affiliates
|
143,553
|
|
|
Market rate adjustments, net
|
33,022
|
|
|
Deferred financing costs, net
|
(40,169
|
)
|
|
Debt held for disposition
|
(31,950
|
)
|
|
Debt related to solar projects
|
12,912
|
|
|
Junior Subordinated Notes Due 2036
|
(206,200
|
)
|
|
Mortgages, Notes and Loans Payable
|
$
|
14,216,160
|
|
Year
|
|
Number of
Expiring
Leases
|
|
Expiring GLA
at 100%
|
|
Percent of
Total
|
|
Expiring
Rent
|
|
Expiring
Rent ($psf)
|
||||||
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Specialty Leasing
|
|
1,112
|
|
|
2,336
|
|
|
4.4%
|
|
$
|
50,248
|
|
|
$
|
21.51
|
|
2016
|
|
2,021
|
|
|
6,456
|
|
|
12.1%
|
|
360,090
|
|
|
55.78
|
|
||
2017
|
|
1,899
|
|
|
6,140
|
|
|
11.5%
|
|
344,050
|
|
|
56.03
|
|
||
2018
|
|
1,564
|
|
|
5,406
|
|
|
10.1%
|
|
342,177
|
|
|
63.3
|
|
||
2019
|
|
1,220
|
|
|
5,384
|
|
|
10.1%
|
|
315,985
|
|
|
58.69
|
|
||
2020
|
|
1,115
|
|
|
4,135
|
|
|
7.8%
|
|
254,256
|
|
|
61.48
|
|
||
2021
|
|
824
|
|
|
3,120
|
|
|
5.8%
|
|
213,633
|
|
|
68.48
|
|
||
2022
|
|
878
|
|
|
3,647
|
|
|
6.8%
|
|
237,319
|
|
|
65.06
|
|
||
2023
|
|
923
|
|
|
3,825
|
|
|
7.2%
|
|
278,354
|
|
|
72.77
|
|
||
2024
|
|
873
|
|
|
4,225
|
|
|
7.9%
|
|
308,271
|
|
|
72.97
|
|
||
Subsequent
|
|
1,340
|
|
|
8,670
|
|
|
16.3%
|
|
541,684
|
|
|
62.48
|
|
||
Total
|
|
13,769
|
|
|
53,345
|
|
|
100.0%
|
|
$
|
3,246,068
|
|
|
$
|
60.85
|
|
Vacant Space
|
|
770
|
|
|
1,720
|
|
|
|
|
|
|
|
||||
Mall and Freestanding GLA
|
|
14,539
|
|
|
55,065
|
|
|
|
|
|
|
|
As Of
|
|
|
November 9, 2010
|
|
December 31, 2010
|
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2015
|
|||||||
General Growth Properties, Inc.
|
Cum $
|
|
100
|
|
|
115
|
|
|
115
|
|
|
160
|
|
|
166
|
|
|
238
|
|
|
236
|
|
Return %
|
|
|
|
15.12
|
|
|
14.79
|
|
|
59.73
|
|
|
65.52
|
|
|
138.10
|
|
|
136.45
|
|
||
FTSE NAREIT Equity REIT Index
|
Cum $
|
|
100
|
|
|
102
|
|
|
111
|
|
|
131
|
|
|
134
|
|
|
174
|
|
|
180
|
|
Return %
|
|
|
|
2.32
|
|
|
10.80
|
|
|
30.81
|
|
|
34.04
|
|
|
74.44
|
|
|
80.01
|
|
||
S&P 500 Index
|
Cum $
|
|
100
|
|
|
104
|
|
|
106
|
|
|
123
|
|
|
163
|
|
|
185
|
|
|
188
|
|
|
Return %
|
|
|
|
3.96
|
|
|
6.15
|
|
|
23.14
|
|
|
63.02
|
|
|
85.34
|
|
|
87.90
|
|
|
|
|
|
|
|
|
||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2015
|
|
|
|
|
|
|
||
November 2
|
|
December 15
|
|
January 4, 2016
|
|
$
|
0.19
|
|
September 1
|
|
October 15
|
|
October 30, 2015
|
|
0.18
|
|
|
May 21
|
|
July 15
|
|
July 31, 2015
|
|
0.17
|
|
|
February 19
|
|
April 15
|
|
April 30, 2015
|
|
0.17
|
|
|
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
|
|
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number or Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
June 2015
|
650,000
|
|
$
|
26.00
|
|
650,000
|
|
$
|
100,656,624
|
|
August 2015
|
1,535,252
|
|
$
|
25.71
|
|
1,535,252
|
|
$
|
561,178,739
|
|
September 2015
|
1,868,368
|
|
$
|
24.84
|
|
1,868,368
|
|
$
|
514,762,922
|
|
November 2015
|
270,869
|
|
$
|
25.00
|
|
270,869
|
|
$
|
507,992,103
|
|
Total
|
4,324,489
|
|
$
|
25.00
|
|
4,324,489
|
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
OPERATING DATA(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues
|
$
|
2,403,906
|
|
|
$
|
2,535,559
|
|
|
$
|
2,486,017
|
|
|
$
|
2,426,301
|
|
|
$
|
2,350,249
|
|
Total expenses
|
1,480,013
|
|
|
1,594,046
|
|
|
1,645,601
|
|
|
1,644,998
|
|
|
1,742,748
|
|
|||||
Income (loss) from continuing operations
|
1,393,596
|
|
|
398,011
|
|
|
328,821
|
|
|
(426,985
|
)
|
|
(189,161
|
)
|
|||||
Net income (loss) available to common stockholders
|
1,358,624
|
|
|
649,914
|
|
|
288,450
|
|
|
(481,233
|
)
|
|
(313,172
|
)
|
|||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
1.54
|
|
|
0.42
|
|
|
0.32
|
|
|
$
|
(0.47
|
)
|
|
$
|
(0.20
|
)
|
|||
Discontinued operations
|
—
|
|
|
0.32
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.13
|
)
|
|||||
Total basic earnings (loss) per share
|
$
|
1.54
|
|
|
$
|
0.74
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.33
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
1.43
|
|
|
0.39
|
|
|
0.32
|
|
|
$
|
(0.47
|
)
|
|
$
|
(0.19
|
)
|
|||
Discontinued operations
|
—
|
|
|
0.30
|
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.18
|
)
|
|||||
Total diluted earnings (loss) per share
|
$
|
1.43
|
|
|
$
|
0.69
|
|
|
$
|
0.31
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.37
|
)
|
Dividends declared per share(2)
|
$
|
0.71
|
|
|
$
|
0.63
|
|
|
$
|
0.51
|
|
|
$
|
0.42
|
|
|
$
|
0.83
|
|
NET OPERATING INCOME ("NOI")(3)
|
$
|
2,245,829
|
|
|
$
|
2,136,580
|
|
|
$
|
2,048,552
|
|
|
$
|
1,955,776
|
|
|
$
|
1,895,441
|
|
COMPANY NOI(3)
|
$
|
2,282,169
|
|
|
$
|
2,172,543
|
|
|
$
|
2,090,123
|
|
|
$
|
1,988,988
|
|
|
$
|
1,925,066
|
|
EBITDA(4)
|
$
|
2,081,802
|
|
|
$
|
1,956,447
|
|
|
$
|
1,877,949
|
|
|
$
|
1,805,798
|
|
|
$
|
1,711,461
|
|
COMPANY EBITDA(4)
|
$
|
2,118,142
|
|
|
$
|
2,010,264
|
|
|
$
|
1,919,558
|
|
|
$
|
1,839,003
|
|
|
$
|
1,745,433
|
|
FUNDS FROM OPERATIONS ("FFO")(5)
|
$
|
1,299,454
|
|
|
$
|
1,320,197
|
|
|
$
|
1,030,852
|
|
|
$
|
521,080
|
|
|
$
|
908,122
|
|
COMPANY FFO(5)
|
$
|
1,376,806
|
|
|
$
|
1,255,651
|
|
|
$
|
1,148,233
|
|
|
$
|
986,041
|
|
|
$
|
869,704
|
|
CASH FLOW DATA(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating activities
|
1,064,888
|
|
|
949,724
|
|
|
889,531
|
|
|
$
|
807,103
|
|
|
$
|
502,802
|
|
|||
Investing activities
|
(312,755
|
)
|
|
(677,925
|
)
|
|
166,860
|
|
|
(221,452
|
)
|
|
485,423
|
|
|||||
Financing activities
|
(767,709
|
)
|
|
(476,599
|
)
|
|
(1,103,935
|
)
|
|
(533,708
|
)
|
|
(1,436,664
|
)
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment in real estate assets—cost
|
$
|
23,791,086
|
|
|
$
|
25,582,072
|
|
|
$
|
25,405,973
|
|
|
$
|
26,327,729
|
|
|
$
|
27,650,474
|
|
Total assets
|
24,073,555
|
|
|
25,281,632
|
|
|
25,708,408
|
|
|
27,238,173
|
|
|
29,505,736
|
|
|||||
Total debt (7)
|
14,422,360
|
|
|
16,150,387
|
|
|
15,824,742
|
|
|
16,128,834
|
|
|
17,336,799
|
|
|||||
Redeemable preferred noncontrolling interests
|
157,903
|
|
|
164,031
|
|
|
131,881
|
|
|
136,008
|
|
|
120,756
|
|
|||||
Redeemable common noncontrolling interests
|
129,724
|
|
|
135,265
|
|
|
97,021
|
|
|
132,211
|
|
|
103,039
|
|
|||||
Stockholders' equity
|
8,270,043
|
|
|
7,605,919
|
|
|
8,103,121
|
|
|
7,621,698
|
|
|
8,483,329
|
|
(1)
|
For all periods presented, the operating data related to continuing operations do not include the effects of amounts reported in discontinued operations. For the year ended December 31, 2015, the definition of discontinued operations changed based on updated accounting guidance. 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)
|
NOI and Company NOI (as defined below) are presented at our proportionate share and do not represent income from operations as defined by GAAP.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
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.
|
(7)
|
We elected to early adopt accounting guidance requiring companies to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability on the balance sheet. This resulted in the reclassification of unamortized capitalized loan fees from deferred expenses to a direct reduction of the Company’s total debt for all periods presented.
|
•
|
sold a total
37.5%
interest in Ala Moana Center to joint venture partners for total consideration of
$2.0 billion
;
|
•
|
acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of
$710.2 million
, which included equity of
$222.5 million
and debt of
$487.7 million
(Note 3);
|
•
|
acquired a
50%
interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holding Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at
12 stores
located at our properties for approximately
$131.0 million
;
|
•
|
sold interests in three assets for total consideration of
$163.4 million
, which resulted in a gain of
$27.0 million
;
|
•
|
repurchased
4.3 million
of our common shares at
$25.34
per share for a total price of
$109.6 million
;
|
•
|
acquired additional
2.5%
equity interest in the Miami Design District Associates, LLC ("MDD"), a large urban retail development project for
$40.0 million
; and
|
•
|
purchased
1,125,760 shares
of Seritage Growth Properties common stock at
$29.58
per share for a total of
$33.3 million
.
|
|
December 31, 2015(1)
|
|
December 31, 2014(1)
|
|
% Change
|
|||||
In-Place Rents per square foot (2)
|
|
|
|
|
|
|
|
|||
Consolidated Retail Properties
|
$
|
65.09
|
|
|
$
|
63.80
|
|
|
2.02
|
%
|
Unconsolidated Retail Properties
|
90.10
|
|
|
87.04
|
|
|
3.52
|
%
|
||
Total Retail Properties
|
$
|
73.12
|
|
|
$
|
71.21
|
|
|
2.68
|
%
|
|
|
|
|
|
|
|||||
Percentage Leased
|
|
|
|
|
|
|
|
|
||
Consolidated Retail Properties
|
96.6
|
%
|
|
97.2
|
%
|
|
(60) bps
|
|
||
Unconsolidated Retail Properties
|
97.6
|
%
|
|
97.4
|
%
|
|
20 bps
|
|
||
Total Retail Properties
|
96.9
|
%
|
|
97.2
|
%
|
|
(30) bps
|
|
||
|
|
|
|
|
|
|||||
Tenant Sales Volume (All Less Anchors) (3)
|
|
|
|
|
|
|||||
Consolidated Retail Properties
|
$
|
12,512
|
|
|
$
|
12,094
|
|
|
3.46
|
%
|
Unconsolidated Retail Properties
|
8,469
|
|
|
8,313
|
|
|
1.88
|
%
|
||
Total Retail Properties
|
$
|
20,981
|
|
|
$
|
20,407
|
|
|
2.81
|
%
|
|
|
|
|
|
|
|||||
Tenant Sales per square foot (3)
|
|
|
|
|
|
|
|
|
||
Consolidated Retail Properties
|
$
|
511
|
|
|
$
|
488
|
|
|
4.71
|
%
|
Unconsolidated Retail Properties
|
756
|
|
|
754
|
|
|
0.27
|
%
|
||
Total Retail Properties
|
$
|
588
|
|
|
$
|
571
|
|
|
2.98
|
%
|
(1) Metrics exclude properties acquired in the years ended December 31, 2015 and 2014.
|
(2) Rent is presented on a cash basis and consists of base minimum rent and common area costs.
|
(3) 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 2015
|
1,664
|
|
|
4,836,695
|
|
|
6.5
|
|
$
|
64.92
|
|
|
$
|
58.60
|
|
|
$
|
6.32
|
|
|
10.8
|
%
|
Commencement 2016
|
497
|
|
|
1,486,762
|
|
|
6.5
|
|
$
|
76.42
|
|
|
$
|
66.78
|
|
|
$
|
9.64
|
|
|
14.4
|
%
|
(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,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|
|
|||||||||
Components of Minimum rents:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base minimum rents
|
$
|
1,495,083
|
|
|
$
|
1,591,137
|
|
|
$
|
(96,054
|
)
|
|
(6.0
|
)%
|
Lease termination income
|
13,782
|
|
|
10,589
|
|
|
3,193
|
|
|
30.2
|
|
|||
Straight-line rent
|
27,811
|
|
|
48,254
|
|
|
(20,443
|
)
|
|
(42.4
|
)
|
|||
Above and below-market tenant leases, net
|
(55,062
|
)
|
|
(66,285
|
)
|
|
11,223
|
|
|
(16.9
|
)
|
|||
Total Minimum rents
|
$
|
1,481,614
|
|
|
$
|
1,583,695
|
|
|
$
|
(102,081
|
)
|
|
(6.4
|
)%
|
|
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
|
%
|
•
|
completed
$800.0 million
in secured refinancings, lowering the interest rate
210
basis points from
5.8%
to
3.7%
, lengthening the term-to-maturity from
1.2
years to
10.7
years, and generating net proceeds of
$249.2 million
;
|
•
|
paid down
$594.3 million
of consolidated mortgage notes with a weighted-average term-to-maturity of
1.5
years, and a weighted-average interest rate of
5.3%
; and
|
•
|
obtained new mortgage notes totaling
$250.0 million
on
two
properties with a weighted-average term-to-maturity of
10.0 years
and a weighted-average interest rate of
4.3%
.
|
|
Consolidated
|
|
Unconsolidated
|
||||
|
(Dollars in thousands)
|
||||||
2016
|
$
|
240,481
|
|
|
$
|
—
|
|
2017
|
382,752
|
|
|
173,526
|
|
||
2018
|
1,728,259
|
|
|
202,772
|
|
||
2019
|
920,157
|
|
|
1,130,606
|
|
||
2020
|
1,912,267
|
|
|
1,278,452
|
|
||
Subsequent
|
9,238,444
|
|
|
2,745,196
|
|
||
|
$
|
14,422,360
|
|
|
$
|
5,530,552
|
|
•
|
sold a total
37.5%
interest in Ala Moana Center to joint venture partners for total consideration of
$2.0 billion
;
|
•
|
acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of
$710.2 million
, which included equity of
$222.5 million
and the assumption of debt of
$487.7 million
(Note 3);
|
•
|
acquired a
50%
interest in a joint venture with Sears Holdings Corporation (subsequently Sears Holdings Corporation sold its interest to Seritage Growth Properties) that owns anchor pads and in-place leases at
12 stores
located at our properties for a net amount of approximately
$131.0 million
;
|
•
|
sold interests in three assets for total consideration of
$163.4 million
, which resulted in a gain of
$27.0 million
;
|
•
|
repurchased
4.3 million
of our common shares at
$25.34
per share for a total price of
$109.6 million
;
|
•
|
acquired an additional
2.5%
interest in the Miami Design District Associates, LLC ("MDD"), a large urban retail development project for
$40.0 million
; and
|
•
|
purchased
1,125,760 shares
of Seritage Growth Properties common stock at
$29.58
per share for a total of
$33.3 million
as part of the spin-off from Sears Holdings Corporation.
|
Property
|
Description
|
|
GGP's Total Projected Share of Cost
|
|
GGP's Investment to Date (1)
|
|
Expected Return on Investment (2)
|
|
% Opening on Open Date
|
|
Stabilized Year
|
||||
Major Development Summary (in millions, at share unless otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Open
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projects Open Prior to Q4 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Various Malls
|
Various projects open prior to Q4 2015
|
|
$
|
500
|
|
|
$
|
461
|
|
|
11%
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projects Opened in Q4 2015
|
|
|
|
|
|
|
|
|
|
|
|||||
Mayfair Mall
3
Wauwatosa, WI
|
Nordstrom
|
|
57
|
|
|
54
|
|
|
7-8%
|
|
90%
|
|
2016
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ridgedale Center
3
Minnetonka, MN
|
Nordstrom, Macy's Expansion, New Inline
|
|
110
|
|
|
101
|
|
|
7-9%
|
|
40%
|
|
2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Southwest Plaza
Littleton, CO
|
Redevelopment
|
|
74
|
|
|
69
|
|
|
9-10%
|
|
80%
|
|
2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Baybrook Mall
Friendswood, TX
|
Expansion
|
|
95
|
|
|
63
|
|
|
8-10%
|
|
50%
|
|
2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ala Moana Center
3
Honolulu, HI
|
Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court
|
|
343
|
|
|
335
|
|
|
11%
|
|
50%
|
|
2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Various Malls
|
Various projects opening Q4 2015
|
|
99
|
|
|
77
|
|
|
9-10%
|
|
90%
|
|
2017
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Open Projects
|
|
$
|
1,278
|
|
|
$
|
1,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Under Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Staten Island Mall
Staten Island, NY
|
Expansion
|
|
199
|
|
|
13
|
|
|
8-9%
|
|
|
|
2019
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Projects
Various Malls
|
Redevelopment projects at various malls
|
|
$
|
203
|
|
|
$
|
63
|
|
|
6-8%
|
|
|
|
2017-2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Projects Under Construction
|
|
$
|
402
|
|
|
$
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projects in Pipeline
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
New Mall Development
Norwalk, CT
|
Ground up mall development
|
|
285
|
|
|
43
|
|
|
8-10%
|
|
|
|
2020
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ala Moana Center Honolulu, HI
|
Nordstrom box repositioning
|
|
53
|
|
|
22
|
|
|
9-10%
|
|
|
|
2018
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Projects
Various Malls
|
Redevelopment projects at various malls
|
|
304
|
|
|
90
|
|
|
8-9%
|
|
|
|
TBD
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Projects in Pipeline
|
|
$
|
643
|
|
|
$
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Development Summary
|
|
$
|
2,323
|
|
|
$
|
1,391
|
|
|
9-11%
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Capital expenditures (1)
|
$
|
180,443
|
|
|
$
|
174,695
|
|
Tenant allowances (2)
|
150,272
|
|
|
132,242
|
|
||
Capitalized interest and capitalized overhead
|
65,920
|
|
|
58,217
|
|
||
Total
|
$
|
396,635
|
|
|
$
|
365,154
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2015
|
|
|
|
|
|
|
|
|
November 2
|
|
December 15
|
|
January 4, 2016
|
|
$
|
0.19
|
|
September 1
|
|
October 15
|
|
October 30, 2015
|
|
0.18
|
|
|
May 21
|
|
July 15
|
|
July 31, 2015
|
|
0.17
|
|
|
February 19
|
|
April 15
|
|
April 30, 2015
|
|
0.17
|
|
|
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
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend
Per Share
|
||
2015
|
|
|
|
|
|
|
||
November 2
|
|
December 15
|
|
January 4, 2016
|
|
$
|
0.3984
|
|
September 1
|
|
September 15
|
|
October 1, 2015
|
|
0.3984
|
|
|
May 21
|
|
June 15
|
|
July 1, 2015
|
|
0.3984
|
|
|
February 19
|
|
March 16
|
|
April 1, 2015
|
|
0.3984
|
|
|
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
|
|
•
|
increase in management fees and other corporate revenue due to new joint ventures;
|
•
|
increase in distributions received from Unconsolidated Real Estate Affiliates;
|
•
|
increase in interest income related to notes receivable from joint venture partners; and
|
•
|
decrease in interest costs primarily a result of refinancing of mortgage notes, pay downs of mortgage notes in Q1 2015, and reduction in corporate loan interest rate due to 2014 amendment.
|
•
|
increase in base minimum rents and related collections due to overall increase in permanent occupancy partially offset by
|
•
|
extinguishment of the tax indemnification liability.
|
•
|
increase in base minimum rents and related collections due to overall increase in permanent occupancy;
|
•
|
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.
|
•
|
acquisition of marketable securities for $(33.3) million;
|
•
|
acquisition of real estate and real estate interests of
$(384.3) million
and loans to venture partners of
$(328.8) million
(
Note 3
); partially offset by
|
•
|
proceeds from the sale of joint venture interests and real estate assets of $1.2 billion (Note 3).
|
•
|
distributions received from our Unconsolidated Real Estate Affiliates in excess of income $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 3).
|
•
|
proceeds from the formation of a joint venture $411.5 million;
|
•
|
acquisition of our joint venture partner's 50% interest in Quail Springs for $(55.5) million, net;
|
•
|
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 two retail properties for $(314.8) million
|
•
|
acquisition of 4.3 million shares of our common stock for $(109.6) million;
|
•
|
cash distributions paid to common and preferred stockholders of $(610.6) and $(15.9) million, respectively; and
|
•
|
distributions to noncontrolling interests in consolidated real estate affiliates of $(55.1) million.
|
•
|
the acquisition of 27.6 million shares of our common stock for $(555.8) 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;
|
•
|
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.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Subsequent/
Other
|
|
Total
|
||||||||||||||
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||||||||
Long-term debt-principal(1)
|
$
|
697,549
|
|
|
$
|
510,611
|
|
|
$
|
1,841,509
|
|
|
$
|
1,036,033
|
|
|
$
|
1,680,514
|
|
|
$
|
8,444,219
|
|
|
$
|
14,210,435
|
|
Interest payments(2)
|
581,334
|
|
|
576,658
|
|
|
531,077
|
|
|
473,995
|
|
|
426,390
|
|
|
1,074,562
|
|
|
3,664,016
|
|
|||||||
Retained debt-principal
|
1,605
|
|
|
1,708
|
|
|
1,804
|
|
|
1,905
|
|
|
80,885
|
|
|
—
|
|
|
87,907
|
|
|||||||
Ground lease payments
|
4,449
|
|
|
4,479
|
|
|
4,397
|
|
|
4,471
|
|
|
4,504
|
|
|
148,680
|
|
|
170,980
|
|
|||||||
Corporate leases
|
6,798
|
|
|
6,802
|
|
|
6,813
|
|
|
6,854
|
|
|
6,858
|
|
|
7,971
|
|
|
42,096
|
|
|||||||
Purchase obligations(3)
|
164,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164,383
|
|
|||||||
Junior Subordinated Notes(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,200
|
|
|
206,200
|
|
|||||||
Other long-term liabilities(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
1,456,118
|
|
|
$
|
1,100,258
|
|
|
$
|
2,385,600
|
|
|
$
|
1,523,258
|
|
|
$
|
2,199,151
|
|
|
$
|
9,881,632
|
|
|
$
|
18,546,017
|
|
(1)
|
Excludes
$33.0 million
of non-cash debt market rate adjustments,
$40.2 million
of deferred financing costs, and
$12.9 million
of debt related to solar projects. The
$315.0 million
outstanding on the revolving credit facility as of
December 31, 2015
is included in
2016
.
|
(2)
|
Based on rates as of
December 31, 2015
. Variable rates are based on a LIBOR rate of 0.43%. 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
2020
.
|
(5)
|
Other long-term liabilities related to ongoing real estate taxes have not been included in the table as such amounts depend upon future applicable real estate tax rates. Real estate tax expense was
$222.9 million
in
2015
,
$228.0 million
in
2014
and
$239.8 million
in
2013
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Contractual rent expense, including participation rent
|
$
|
8,546
|
|
|
$
|
13,605
|
|
|
$
|
13,475
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
6,183
|
|
|
9,036
|
|
|
8,670
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Company NOI
|
$
|
2,282,169
|
|
|
$
|
2,172,543
|
|
Adjustments for minimum rents, real estate taxes and other property operating costs
|
(36,340
|
)
|
|
(35,963
|
)
|
||
Proportionate NOI
|
2,245,829
|
|
|
2,136,580
|
|
||
Unconsolidated Properties
|
(578,841
|
)
|
|
(428,799
|
)
|
||
NOI of sold interests
|
15,540
|
|
|
77,305
|
|
||
Noncontrolling interest in NOI of Consolidated Properties
|
18,525
|
|
|
18,412
|
|
||
Consolidated Properties
|
1,701,053
|
|
|
1,803,498
|
|
||
Management fees and other corporate revenues
|
86,595
|
|
|
70,887
|
|
||
Property management and other costs
|
(161,556
|
)
|
|
(155,093
|
)
|
||
General and administrative
|
(50,405
|
)
|
|
(64,051
|
)
|
||
Provisions for impairment
|
(8,604
|
)
|
|
(5,278
|
)
|
||
Depreciation and amortization
|
(643,689
|
)
|
|
(708,406
|
)
|
||
(Loss) gain on sales of investment properties
|
499
|
|
|
(44
|
)
|
||
Operating Income
|
$
|
923,893
|
|
|
$
|
941,513
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Company EBITDA
|
$
|
2,118,142
|
|
|
$
|
2,010,264
|
|
Adjustments for minimum rents, real estate taxes, other property operating costs, and general and administrative
|
(36,340
|
)
|
|
(53,817
|
)
|
||
Proportionate EBITDA
|
2,081,802
|
|
|
1,956,447
|
|
||
Unconsolidated Properties
|
(539,290
|
)
|
|
(395,933
|
)
|
||
EBITDA of sold interests
|
15,370
|
|
|
76,987
|
|
||
Noncontrolling interest in EBITDA of Consolidated Properties
|
17,805
|
|
|
17,740
|
|
||
Consolidated Properties
|
1,575,687
|
|
|
1,655,241
|
|
||
Depreciation and amortization
|
(643,689
|
)
|
|
(708,406
|
)
|
||
Interest income
|
49,254
|
|
|
28,613
|
|
||
Interest expense
|
(607,675
|
)
|
|
(699,285
|
)
|
||
Gain (loss) on foreign currency
|
(44,984
|
)
|
|
(18,048
|
)
|
||
Benefit from (provision for) income taxes
|
38,334
|
|
|
(7,253
|
)
|
||
Provision for impairment excluded from FFO
|
(8,604
|
)
|
|
(5,278
|
)
|
||
Equity in income of Unconsolidated Real Estate Affiliates
|
73,390
|
|
|
51,568
|
|
||
Unconsolidated Real Estate Affiliates - gain on investment
|
327,017
|
|
|
9,710
|
|
||
Discontinued operations
|
—
|
|
|
281,883
|
|
||
Gains from changes in control of investment properties and other
|
634,367
|
|
|
91,193
|
|
||
(Loss) gain on sales of investment properties
|
499
|
|
|
(44
|
)
|
||
Allocation to noncontrolling interests
|
(19,035
|
)
|
|
(14,044
|
)
|
||
Net income attributable to GGP
|
$
|
1,374,561
|
|
|
$
|
665,850
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Company FFO
|
$
|
1,376,806
|
|
|
$
|
1,255,651
|
|
Adjustments for minimum rents, property operating expenses, general and administrative, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations
|
(77,352
|
)
|
|
64,546
|
|
||
Proportionate FFO (1)
|
1,299,454
|
|
|
1,320,197
|
|
||
Depreciation and amortization of capitalized real estate costs
|
(890,838
|
)
|
|
(893,419
|
)
|
||
Gain from change in control of investment properties and other
|
634,367
|
|
|
91,193
|
|
||
Preferred stock dividends
|
15,937
|
|
|
15,936
|
|
||
(Loss) gain on sales of investment properties
|
(2,687
|
)
|
|
131,977
|
|
||
Unconsolidated Real Estate Affiliates - gain on investment
|
327,017
|
|
|
9,710
|
|
||
Noncontrolling interests in depreciation of Consolidated Properties
|
7,754
|
|
|
8,731
|
|
||
Provision for impairment excluded from FFO
|
(8,604
|
)
|
|
(5,278
|
)
|
||
Redeemable noncontrolling interests
|
(7,839
|
)
|
|
(3,228
|
)
|
||
Depreciation and amortization of discontinued operations
|
—
|
|
|
(9,969
|
)
|
||
Net income attributable to GGP
|
$
|
1,374,561
|
|
|
$
|
665,850
|
|
(1)
|
Reflects shares of common stock, restricted stock and LTIPs 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
|
|
February 19, 2016
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ SANDEEP MATHRANI
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
February 19, 2016
|
Sandeep Mathrani
|
|
|
|
|
|
|
|
/s/ MICHAEL B. BERMAN
|
|
Chief Financial Officer (Principal Financial Officer)
|
February 19, 2016
|
Michael B. Berman
|
|
|
|
|
|
|
|
/s/ TARA L. MARSZEWSKI
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
February 19, 2016
|
Tara L. Marszewski
|
|
|
|
|
|
|
|
/s/ RICHARD B. CLARK
|
|
Director
|
February 19, 2016
|
Richard B. Clark
|
|
|
|
|
|
|
|
/s/ MARY LOU FIALA
|
|
Director
|
February 19, 2016
|
Mary Lou Fiala
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ J. BRUCE FLATT
|
|
Director
|
February 19, 2016
|
J. Bruce Flatt
|
|
|
|
|
|
|
|
/s/ JOHN K. HALEY
|
|
Director
|
February 19, 2016
|
John K. Haley
|
|
|
|
|
|
|
|
/s/ DANIEL B. HURWITZ
|
|
Director
|
February 19, 2016
|
Daniel B. Hurwitz
|
|
|
|
|
|
|
|
/s/ BRIAN W. KINGSTON
|
|
Director
|
February 19, 2016
|
Brian W. Kingston
|
|
|
|
|
|
|
|
/s/ DAVID J. NEITHERCUT
|
|
Director
|
February 19, 2016
|
David J. Neithercut
|
|
|
|
|
|
|
|
/s/ MARK R. PATTERSON
|
|
Director
|
February 19, 2016
|
Mark R. Patterson
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets:
|
|
|
|
|
|
||
Investment in real estate:
|
|
|
|
|
|
||
Land
|
$
|
3,596,354
|
|
|
$
|
4,244,607
|
|
Buildings and equipment
|
16,379,789
|
|
|
18,028,844
|
|
||
Less accumulated depreciation
|
(2,452,127
|
)
|
|
(2,280,845
|
)
|
||
Construction in progress
|
308,903
|
|
|
703,859
|
|
||
Net property and equipment
|
17,832,919
|
|
|
20,696,465
|
|
||
Investment in and loans to/from Unconsolidated Real Estate Affiliates
|
3,506,040
|
|
|
2,604,762
|
|
||
Net investment in real estate
|
21,338,959
|
|
|
23,301,227
|
|
||
Cash and cash equivalents
|
356,895
|
|
|
372,471
|
|
||
Accounts and notes receivable, net
|
949,556
|
|
|
663,768
|
|
||
Deferred expenses, net
|
214,578
|
|
|
130,389
|
|
||
Prepaid expenses and other assets
|
997,334
|
|
|
813,777
|
|
||
Assets held for disposition
|
216,233
|
|
|
—
|
|
||
Total assets
|
$
|
24,073,555
|
|
|
$
|
25,281,632
|
|
Liabilities:
|
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
14,216,160
|
|
|
$
|
15,944,187
|
|
Investment in Unconsolidated Real Estate Affiliates
|
38,488
|
|
|
35,598
|
|
||
Accounts payable and accrued expenses
|
784,493
|
|
|
934,897
|
|
||
Dividend payable
|
172,070
|
|
|
154,694
|
|
||
Deferred tax liabilities
|
1,289
|
|
|
21,240
|
|
||
Junior subordinated notes
|
206,200
|
|
|
206,200
|
|
||
Liabilities held for disposition
|
58,934
|
|
|
—
|
|
||
Total liabilities
|
15,477,634
|
|
|
17,296,816
|
|
||
Redeemable noncontrolling interests:
|
|
|
|
|
|
||
Preferred
|
157,903
|
|
|
164,031
|
|
||
Common
|
129,724
|
|
|
135,265
|
|
||
Total redeemable noncontrolling interests
|
287,627
|
|
|
299,296
|
|
||
Commitments and Contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
|
|||
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,096,656 issued, 882,397,202 outstanding as of December 31, 2015, and 968,340,597 issued and 884,912,012 outstanding as of December 31, 2014
|
9,386
|
|
|
9,409
|
|
||
Preferred Stock:
|
|
|
|
|
|
||
500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014
|
242,042
|
|
|
242,042
|
|
||
Additional paid-in capital
|
11,362,369
|
|
|
11,351,625
|
|
||
Retained earnings (accumulated deficit)
|
(2,141,549
|
)
|
|
(2,822,740
|
)
|
||
Accumulated other comprehensive loss
|
(72,804
|
)
|
|
(51,753
|
)
|
||
Common stock in treasury, at cost, 56,240,259 shares as of December 31, 2015 and 55,969,390 shares as of December 31, 2014
|
(1,129,401
|
)
|
|
(1,122,664
|
)
|
||
Total stockholders' equity
|
8,270,043
|
|
|
7,605,919
|
|
||
Noncontrolling interests in consolidated real estate affiliates
|
24,712
|
|
|
79,601
|
|
||
Noncontrolling interests related to long-term incentive plan common units
|
13,539
|
|
|
—
|
|
||
Total equity
|
8,308,294
|
|
|
7,685,520
|
|
||
Total liabilities and equity
|
$
|
24,073,555
|
|
|
$
|
25,281,632
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Minimum rents
|
$
|
1,481,614
|
|
|
$
|
1,583,695
|
|
|
$
|
1,553,941
|
|
Tenant recoveries
|
689,536
|
|
|
739,411
|
|
|
716,932
|
|
|||
Overage rents
|
44,024
|
|
|
51,611
|
|
|
55,998
|
|
|||
Management fees and other corporate revenues
|
86,595
|
|
|
70,887
|
|
|
68,792
|
|
|||
Other
|
102,137
|
|
|
89,955
|
|
|
90,354
|
|
|||
Total revenues
|
2,403,906
|
|
|
2,535,559
|
|
|
2,486,017
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Real estate taxes
|
222,883
|
|
|
227,992
|
|
|
239,807
|
|
|||
Property maintenance costs
|
60,040
|
|
|
66,897
|
|
|
69,411
|
|
|||
Marketing
|
21,958
|
|
|
24,654
|
|
|
27,627
|
|
|||
Other property operating costs
|
302,797
|
|
|
333,620
|
|
|
341,420
|
|
|||
Provision for doubtful accounts
|
8,081
|
|
|
8,055
|
|
|
3,920
|
|
|||
Property management and other costs
|
161,556
|
|
|
155,093
|
|
|
164,457
|
|
|||
General and administrative
|
50,405
|
|
|
64,051
|
|
|
49,237
|
|
|||
Provision for impairment
|
8,604
|
|
|
5,278
|
|
|
—
|
|
|||
Depreciation and amortization
|
643,689
|
|
|
708,406
|
|
|
749,722
|
|
|||
Total expenses
|
1,480,013
|
|
|
1,594,046
|
|
|
1,645,601
|
|
|||
Operating income
|
923,893
|
|
|
941,513
|
|
|
840,416
|
|
|||
Interest and dividend income
|
49,254
|
|
|
28,613
|
|
|
7,699
|
|
|||
Interest expense
|
(607,675
|
)
|
|
(699,285
|
)
|
|
(723,152
|
)
|
|||
Loss on foreign currency
|
(44,984
|
)
|
|
(18,048
|
)
|
|
(7,312
|
)
|
|||
Warrant liability adjustment
|
—
|
|
|
—
|
|
|
(40,546
|
)
|
|||
Gains from changes in control of investment properties and other
|
634,367
|
|
|
91,193
|
|
|
219,784
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(36,479
|
)
|
|||
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests
|
954,855
|
|
|
343,986
|
|
|
260,410
|
|
|||
Benefit from (provision for) income taxes
|
38,334
|
|
|
(7,253
|
)
|
|
(345
|
)
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
73,390
|
|
|
51,568
|
|
|
58,919
|
|
|||
Unconsolidated Real Estate Affiliates - gain on investment
|
327,017
|
|
|
9,710
|
|
|
9,837
|
|
|||
Income from continuing operations
|
1,393,596
|
|
|
398,011
|
|
|
328,821
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Income from discontinued operations, including gains (losses) on dispositions
|
—
|
|
|
137,989
|
|
|
(37,516
|
)
|
|||
Gain on extinguishment of tax indemnification liability
|
—
|
|
|
77,215
|
|
|
—
|
|
|||
Gain on extinguishment of debt
|
—
|
|
|
66,679
|
|
|
25,894
|
|
|||
Discontinued operations, net
|
—
|
|
|
281,883
|
|
|
(11,622
|
)
|
|||
Net income
|
1,393,596
|
|
|
679,894
|
|
|
317,199
|
|
|||
Allocation to noncontrolling interests
|
(19,035
|
)
|
|
(14,044
|
)
|
|
(14,671
|
)
|
|||
Net income attributable to General Growth Properties, Inc.
|
1,374,561
|
|
|
665,850
|
|
|
302,528
|
|
|||
Preferred Stock dividends
|
(15,937
|
)
|
|
(15,936
|
)
|
|
(14,078
|
)
|
|||
Net income attributable to common stockholders
|
$
|
1,358,624
|
|
|
$
|
649,914
|
|
|
$
|
288,450
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
|
|||||||||||
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.54
|
|
|
$
|
0.42
|
|
|
$
|
0.32
|
|
Discontinued operations
|
—
|
|
|
0.32
|
|
|
(0.01
|
)
|
|||
Total basic earnings per share
|
$
|
1.54
|
|
|
$
|
0.74
|
|
|
$
|
0.31
|
|
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
1.43
|
|
|
$
|
0.39
|
|
|
$
|
0.32
|
|
Discontinued operations
|
—
|
|
|
0.30
|
|
|
(0.01
|
)
|
|||
Total diluted earnings per share
|
$
|
1.43
|
|
|
$
|
0.69
|
|
|
$
|
0.31
|
|
Comprehensive Income (Loss), Net:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
1,393,596
|
|
|
$
|
679,894
|
|
|
$
|
317,199
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation
|
(33,292
|
)
|
|
(13,604
|
)
|
|
49,644
|
|
|||
Unrealized gains (losses) on available-for-sale securities
|
11,978
|
|
|
—
|
|
|
(65
|
)
|
|||
Net unrealized gains (losses) on other financial instruments
|
30
|
|
|
(54
|
)
|
|
(5
|
)
|
|||
Other comprehensive (loss) income
|
(21,284
|
)
|
|
(13,658
|
)
|
|
49,574
|
|
|||
Comprehensive income
|
1,372,312
|
|
|
666,236
|
|
|
366,773
|
|
|||
Comprehensive income allocated to noncontrolling interests
|
(18,802
|
)
|
|
(13,966
|
)
|
|
(15,064
|
)
|
|||
Comprehensive income attributable to General Growth Properties, Inc.
|
1,353,510
|
|
|
652,270
|
|
|
351,709
|
|
|||
Preferred stock dividends
|
(15,937
|
)
|
|
(15,936
|
)
|
|
(14,078
|
)
|
|||
Comprehensive income, net, attributable to common stockholders
|
$
|
1,337,573
|
|
|
$
|
636,334
|
|
|
$
|
337,631
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY
|
|||||||||||||||||||||||||||||||
|
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 and Long Term Incentive Plan Common Units |
|
Total
Equity
|
||||||||||||||||
|
(Dollars in thousands, except for share amounts)
|
||||||||||||||||||||||||||||||
Balance at January 1, 2013
|
$
|
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 reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
|
|||||||||||||||||||||||||||||||
|
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 and Long Term Incentive Plan Common Units |
|
Total
Equity |
||||||||||||||||
|
(Dollars in thousands, except for share amounts)
|
||||||||||||||||||||||||||||||
Balance at January 1, 2014
|
$
|
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 certain properties
|
|
|
|
|
|
|
3,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,169
|
|
||||||||
Fair value adjustment for noncontrolling interest in GGPOP and other
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
(Dollars in thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
|
|||||||||||||||||||||||||||||||
|
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 and Long Term Incentive Plan Common Units |
|
Total
Equity |
||||||||||||||||
|
(Dollars in thousands, except for share amounts)
|
||||||||||||||||||||||||||||||
Balance at January 1, 2015
|
$
|
9,409
|
|
|
$
|
242,042
|
|
|
$
|
11,351,625
|
|
|
$
|
(2,822,740
|
)
|
|
$
|
(51,753
|
)
|
|
$
|
(1,122,664
|
)
|
|
$
|
79,601
|
|
|
$
|
7,685,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
1,374,561
|
|
|
|
|
|
|
|
|
2,685
|
|
|
1,377,246
|
|
||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,050
|
)
|
|
(55,050
|
)
|
||||||||
Long Term Incentive Plan Common Unit grants, net (1,645,901 LTIP Units)
|
|
|
|
|
|
|
|
|
|
|
|
|
11,015
|
|
|
11,015
|
|
||||||||||||||
Restricted stock grants, net (216,640 common shares)
|
2
|
|
|
|
|
3,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,440
|
|
||||||||||
Employee stock purchase program (137,247 common shares)
|
1
|
|
|
|
|
|
3,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,250
|
|
||||||||
Stock option grants, net of forfeitures (1,432,250 common shares)
|
14
|
|
|
|
|
|
42,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,616
|
|
||||||||
Cancellation of repurchased common shares (4,053,620 common shares)
|
(40
|
)
|
|
|
|
(52,871
|
)
|
|
(49,922
|
)
|
|
|
|
102,833
|
|
|
|
|
—
|
|
|||||||||||
Treasury stock purchases (4,324,489 common shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(109,570
|
)
|
|
|
|
|
(109,570
|
)
|
||||||||
Cash dividends reinvested (DRIP) in stock (23,542 common shares)
|
|
|
|
|
|
|
487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487
|
|
|||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,051
|
)
|
|
|
|
|
|
|
|
(21,051
|
)
|
||||||||
Cash distributions declared ($0.71 per share)
|
|
|
|
|
|
|
|
|
|
(627,511
|
)
|
|
|
|
|
|
|
|
|
|
|
(627,511
|
)
|
||||||||
Cash distributions on Preferred Stock
|
|
|
|
|
|
|
|
|
|
(15,937
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,937
|
)
|
||||||||
Fair value adjustment for noncontrolling interest in
Operating Partnership
|
|
|
|
|
|
|
13,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,839
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
9,386
|
|
|
$
|
242,042
|
|
|
$
|
11,362,369
|
|
|
$
|
(2,141,549
|
)
|
|
$
|
(72,804
|
)
|
|
$
|
(1,129,401
|
)
|
|
$
|
38,251
|
|
|
$
|
8,308,294
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows provided by Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
1,393,596
|
|
|
$
|
679,894
|
|
|
$
|
317,199
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
(73,390
|
)
|
|
(51,568
|
)
|
|
(58,919
|
)
|
|||
Distributions received from Unconsolidated Real Estate Affiliates
|
87,138
|
|
|
46,463
|
|
|
53,592
|
|
|||
Provision for doubtful accounts
|
8,081
|
|
|
8,151
|
|
|
4,095
|
|
|||
Depreciation and amortization
|
643,689
|
|
|
718,064
|
|
|
773,255
|
|
|||
Amortization/write-off of deferred finance costs
|
11,607
|
|
|
13,621
|
|
|
9,453
|
|
|||
Accretion/write-off of debt market rate adjustments
|
13,171
|
|
|
13,442
|
|
|
9,698
|
|
|||
Amortization of intangibles other than in-place leases
|
62,106
|
|
|
76,615
|
|
|
84,229
|
|
|||
Straight-line rent amortization
|
(27,809
|
)
|
|
(48,935
|
)
|
|
(49,780
|
)
|
|||
Deferred income taxes
|
(42,136
|
)
|
|
(5,615
|
)
|
|
(3,847
|
)
|
|||
Litigation loss
|
—
|
|
|
17,854
|
|
|
—
|
|
|||
(Gain) loss on dispositions, net
|
(30,669
|
)
|
|
(131,849
|
)
|
|
811
|
|
|||
Unconsolidated Real Estate Affiliates—gain on investment, net
|
(327,017
|
)
|
|
(9,710
|
)
|
|
(9,837
|
)
|
|||
Gains from changes in control of investment properties and other
|
(634,367
|
)
|
|
(91,193
|
)
|
|
(219,784
|
)
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(66,679
|
)
|
|
(25,894
|
)
|
|||
Provisions for impairment
|
8,604
|
|
|
5,278
|
|
|
30,936
|
|
|||
Loss (gain) on foreign currency
|
44,984
|
|
|
18,048
|
|
|
(7,312
|
)
|
|||
Warrant liability adjustment
|
—
|
|
|
—
|
|
|
40,546
|
|
|||
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, net
|
(30,116
|
)
|
|
(19,613
|
)
|
|
1,697
|
|
|||
Prepaid expenses and other assets
|
(24,381
|
)
|
|
(28,966
|
)
|
|
25,273
|
|
|||
Deferred expenses, net
|
(42,708
|
)
|
|
(24,234
|
)
|
|
(44,877
|
)
|
|||
Restricted cash
|
(3,698
|
)
|
|
(1,070
|
)
|
|
16,894
|
|
|||
Accounts payable and accrued expenses
|
(4,858
|
)
|
|
21,703
|
|
|
(80,902
|
)
|
|||
Other, net
|
33,061
|
|
|
25,238
|
|
|
23,005
|
|
|||
Net cash provided by operating activities
|
1,064,888
|
|
|
949,724
|
|
|
889,531
|
|
|||
Cash Flows (used in) provided by Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of real estate and property additions
|
(384,270
|
)
|
|
(537,357
|
)
|
|
(433,405
|
)
|
|||
Development of real estate and property improvements
|
(694,621
|
)
|
|
(624,829
|
)
|
|
(516,906
|
)
|
|||
Loans to joint venture partners
|
(328,819
|
)
|
|
(137,070
|
)
|
|
(32,161
|
)
|
|||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates
|
1,155,765
|
|
|
361,183
|
|
|
1,006,357
|
|
|||
Contributions to Unconsolidated Real Estate Affiliates
|
(173,704
|
)
|
|
(130,500
|
)
|
|
(87,909
|
)
|
|||
Distributions received from Unconsolidated Real Estate Affiliates in excess of income
|
145,461
|
|
|
387,234
|
|
|
222,053
|
|
|||
Acquisition of marketable securities
|
(33,300
|
)
|
|
—
|
|
|
—
|
|
|||
Increase in restricted cash
|
733
|
|
|
3,414
|
|
|
8,831
|
|
|||
Net cash (used in) provided by investing activities
|
(312,755
|
)
|
|
(677,925
|
)
|
|
166,860
|
|
|||
Cash Flows used in Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from refinancing/issuance of mortgages, notes and loans payable
|
1,837,440
|
|
|
2,401,407
|
|
|
5,501,047
|
|
|||
Principal payments on mortgages, notes and loans payable
|
(1,831,624
|
)
|
|
(1,760,032
|
)
|
|
(5,155,453
|
)
|
|||
Deferred finance costs
|
(7,095
|
)
|
|
(21,264
|
)
|
|
(20,548
|
)
|
|||
Net proceeds from issuance of Preferred Stock
|
—
|
|
|
—
|
|
|
242,042
|
|
|||
Purchase of Warrants
|
—
|
|
|
—
|
|
|
(633,229
|
)
|
|||
Treasury stock purchases
|
(109,570
|
)
|
|
(555,801
|
)
|
|
(566,863
|
)
|
|||
Cash distributions to noncontrolling interests in consolidated real estate affiliates
|
(55,050
|
)
|
|
(4,392
|
)
|
|
(4,283
|
)
|
|||
Cash distributions paid to common stockholders
|
(610,554
|
)
|
|
(534,151
|
)
|
|
(447,195
|
)
|
|||
Cash distributions reinvested (DRIP) in common stock
|
658
|
|
|
506
|
|
|
614
|
|
|||
Cash distributions paid to preferred stockholders
|
(15,937
|
)
|
|
(15,936
|
)
|
|
(10,093
|
)
|
|||
Cash distributions and redemptions paid to holders of common units
|
(950
|
)
|
|
(718
|
)
|
|
(36,894
|
)
|
|||
Other, net
|
24,973
|
|
|
13,782
|
|
|
26,920
|
|
|||
Net cash used in financing activities
|
(767,709
|
)
|
|
(476,599
|
)
|
|
(1,103,935
|
)
|
|||
Net change in cash and cash equivalents
|
(15,576
|
)
|
|
(204,800
|
)
|
|
(47,544
|
)
|
|||
Cash and cash equivalents at beginning of year
|
372,471
|
|
|
577,271
|
|
|
624,815
|
|
|||
Cash and cash equivalents at end of year
|
$
|
356,895
|
|
|
$
|
372,471
|
|
|
$
|
577,271
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
602,495
|
|
|
$
|
688,297
|
|
|
$
|
834,155
|
|
Interest capitalized
|
12,752
|
|
|
16,665
|
|
|
11,210
|
|
|||
Income taxes paid
|
14,286
|
|
|
10,202
|
|
|
6,313
|
|
|||
Accrued capital expenditures included in accounts payable and accrued expenses
|
158,027
|
|
|
198,471
|
|
|
103,988
|
|
|||
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
|
|
|||
Amendment of warrant agreement
|
—
|
|
|
—
|
|
|
895,513
|
|
|||
Non-Cash Sale of Retail Property
|
|
|
|
|
|
|
|
|
|||
Assets
|
—
|
|
|
21,426
|
|
|
71,881
|
|
|||
Liabilities and equity
|
—
|
|
|
(21,426
|
)
|
|
(71,881
|
)
|
|||
Non-Cash Acquisition of Quail Springs
|
—
|
|
|
—
|
|
|
35,610
|
|
|||
Non-Cash Sale of The Grand Canal Shoppes and The Shoppes at The Palazzo
|
—
|
|
|
—
|
|
|
211,468
|
|
|||
Non-Cash Sale of Bayside Marketplace—Refer to Note 3
|
|
|
|
|
|
||||||
Non-Cash Sale of Ala Moana Center—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, 2015
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
409,637
|
|
|
$
|
(264,616
|
)
|
|
$
|
145,021
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
608,840
|
|
|
$
|
(362,531
|
)
|
|
$
|
246,309
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization/accretion effect on continuing operations
|
$
|
(137,462
|
)
|
|
$
|
(196,792
|
)
|
|
$
|
(237,302
|
)
|
Year
|
|
Amount
|
||
2016
|
|
$
|
90,101
|
|
2017
|
|
67,552
|
|
|
2018
|
|
43,469
|
|
|
2019
|
|
25,832
|
|
|
2020
|
|
17,182
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization of straight-line rent
|
$
|
27,809
|
|
|
$
|
48,254
|
|
|
$
|
47,567
|
|
Net amortization/accretion of above and below-market tenant leases
|
(55,062
|
)
|
|
(66,258
|
)
|
|
(67,344
|
)
|
|||
Lease termination income
|
13,786
|
|
|
10,590
|
|
|
10,633
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Straight-line rent receivables, net
|
$
|
234,862
|
|
|
$
|
228,153
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance as of January 1,
|
$
|
15,621
|
|
|
$
|
17,892
|
|
|
$
|
24,692
|
|
Provision for doubtful accounts(1)
|
11,833
|
|
|
10,934
|
|
|
5,528
|
|
|||
Provisions for doubtful accounts in discontinued operations
|
—
|
|
|
602
|
|
|
1,277
|
|
|||
Write-offs
|
(12,800
|
)
|
|
(13,807
|
)
|
|
(13,605
|
)
|
|||
Balance as of December 31,
|
$
|
14,654
|
|
|
$
|
15,621
|
|
|
$
|
17,892
|
|
(1)
|
Excludes recoveries of
$2.1 million
,
$2.7 million
and
$1.9 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Management fees from affiliates
|
$
|
86,595
|
|
|
$
|
70,887
|
|
|
$
|
68,681
|
|
Management fee expense
|
(30,723
|
)
|
|
(26,972
|
)
|
|
(25,551
|
)
|
|||
Net management fees from affiliates
|
$
|
55,872
|
|
|
$
|
43,915
|
|
|
$
|
43,130
|
|
•
|
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.
|
Gain on Sale of Interests in Ala Moana Center
|
25.0%
|
12.5%
|
||||
Total proceeds (net of transaction costs of $6.8 million and $2.5 million, respectively)
|
$
|
900.2
|
|
$
|
451.0
|
|
Joint venture partner share of debt
|
462.5
|
|
231.3
|
|
||
Total consideration
|
1,362.7
|
|
682.3
|
|
||
Less: JV partner proportionate share of investment in Ala Moana Center and estimated development costs
|
(714.0
|
)
|
(357.9
|
)
|
||
Total gain from changes in control of investment properties and other
|
648.7
|
|
—
|
|
||
Total Unconsolidated Real Estate Affiliates - gain on investment
|
—
|
|
324.4
|
|
||
Gain attributable to JV partner proportionate share of investment in Ala Moana Center at closing
|
584.4
|
|
295.9
|
|
||
Gain attributable to post-sale development activities through December 31, 2015
|
38.0
|
|
15.4
|
|
||
Estimated future gain from changes in control of investment properties and other
|
26.3
|
|
—
|
|
||
Estimated future Unconsolidated Real Estate Affiliates - gain on investment
|
$
|
—
|
|
$
|
13.1
|
|
Cash received from joint venture partner
|
$
|
71.9
|
|
Less: Proportionate share of previous investment in Bayside Marketplace
|
(19.3
|
)
|
|
Gain from change in control of investment property
|
$
|
91.2
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Retail and other revenue
|
$
|
27,276
|
|
|
$
|
73,329
|
|
Total revenues
|
27,276
|
|
|
73,329
|
|
||
Retail and other operating expenses
|
17,515
|
|
|
56,926
|
|
||
Provisions for impairment
|
—
|
|
|
30,935
|
|
||
Total expenses
|
17,515
|
|
|
87,861
|
|
||
Operating income (loss)
|
9,761
|
|
|
(14,532
|
)
|
||
Interest expense, net
|
(2,188
|
)
|
|
(22,167
|
)
|
||
Provision for income taxes
|
—
|
|
|
—
|
|
||
Gains (losses) on dispositions
|
130,416
|
|
|
(817
|
)
|
||
Net income (loss) from operations
|
137,989
|
|
|
(37,516
|
)
|
||
Gain on extinguishment of debt
|
66,679
|
|
|
25,894
|
|
||
Gain on extinguishment of tax indemnification liability
|
77,215
|
|
|
—
|
|
||
Net income (loss) from discontinued operations
|
$
|
281,883
|
|
|
$
|
(11,622
|
)
|
|
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, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in real estate(1)
|
$
|
61,500
|
|
|
$
|
—
|
|
|
$
|
61,500
|
|
|
$
|
—
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Investments in real estate(1)
|
$
|
26,250
|
|
|
$
|
—
|
|
|
$
|
26,250
|
|
|
$
|
—
|
|
(1)
|
Refer to
Note 2
for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount(1)(2)
|
|
Estimated
Fair Value
|
|
Carrying
Amount(1)(2)
|
|
Estimated
Fair Value
|
||||||||
Fixed-rate debt
|
$
|
11,921,302
|
|
|
$
|
12,247,451
|
|
|
$
|
13,573,451
|
|
|
$
|
14,211,247
|
|
Variable-rate debt
|
2,294,858
|
|
|
2,304,551
|
|
|
2,370,736
|
|
|
2,399,547
|
|
||||
|
$
|
14,216,160
|
|
|
$
|
14,552,002
|
|
|
$
|
15,944,187
|
|
|
$
|
16,610,794
|
|
(1)
|
Includes market rate adjustments of
$33.0 million
and
$19.9 million
as of
December 31, 2015
and
2014
, respectively.
|
(2)
|
Includes deferred financing costs of
$40.2 million
and
$54.1 million
as of
December 31, 2015
and
2014
, respectively.
|
(Amounts in thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Fair Value
|
|
Cost Basis
|
|
Unrealized Gain
|
|
Fair Value
|
|
Cost Basis
|
|
Unrealized Gain
|
||||||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seritage Growth Properties
|
|
$
|
45,278
|
|
|
$
|
33,300
|
|
|
$
|
11,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Condensed Combined Balance Sheets—Unconsolidated Real Estate Affiliates (1)
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
||
Land
|
$
|
1,949,577
|
|
|
$
|
1,152,485
|
|
Buildings and equipment
|
12,344,045
|
|
|
10,009,490
|
|
||
Less accumulated depreciation
|
(3,131,659
|
)
|
|
(2,591,347
|
)
|
||
Construction in progress
|
828,521
|
|
|
125,931
|
|
||
Net property and equipment
|
11,990,484
|
|
|
8,696,559
|
|
||
Investments in unconsolidated joint ventures
|
421,778
|
|
|
16,462
|
|
||
Net investment in real estate
|
12,412,262
|
|
|
8,713,021
|
|
||
Cash and cash equivalents
|
426,470
|
|
|
308,621
|
|
||
Accounts and notes receivable, net
|
258,589
|
|
|
203,511
|
|
||
Deferred expenses, net
|
239,262
|
|
|
234,211
|
|
||
Prepaid expenses and other assets
|
472,123
|
|
|
594,257
|
|
||
Total assets
|
$
|
13,808,706
|
|
|
$
|
10,053,621
|
|
Liabilities and Owners' Equity:
|
|
|
|
|
|
||
Mortgages, notes and loans payable
|
$
|
9,812,378
|
|
|
$
|
7,898,204
|
|
Accounts payable, accrued expenses and other liabilities
|
740,388
|
|
|
418,995
|
|
||
Cumulative effect of foreign currency translation ("CFCT")
|
(67,224
|
)
|
|
(35,238
|
)
|
||
Owners' equity, excluding CFCT
|
3,323,164
|
|
|
1,771,660
|
|
||
Total liabilities and owners' equity
|
$
|
13,808,706
|
|
|
$
|
10,053,621
|
|
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net:
|
|
|
|
|
|
||
Owners' equity
|
$
|
3,255,940
|
|
|
$
|
1,736,422
|
|
Less: joint venture partners' equity
|
(1,518,581
|
)
|
|
(861,515
|
)
|
||
Plus: excess investment/basis differences
|
1,550,193
|
|
|
1,694,257
|
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net (equity method)
|
3,287,552
|
|
|
2,569,164
|
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net (cost method)
|
180,000
|
|
|
—
|
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
$
|
3,467,552
|
|
|
$
|
2,569,164
|
|
|
|
|
|
||||
Reconciliation—Investment In and Loans To/From Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
||
Asset—Investment in and loans to/from
Unconsolidated Real Estate Affiliates
|
$
|
3,506,040
|
|
|
$
|
2,604,762
|
|
Liability—Investment in Unconsolidated
Real Estate Affiliates
|
(38,488
|
)
|
|
(35,598
|
)
|
||
Investment in and loans to/from
Unconsolidated Real Estate Affiliates, net
|
$
|
3,467,552
|
|
|
$
|
2,569,164
|
|
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
|
Year Ended
December 31, 2013 |
||||||
Condensed Combined Statements of Income—Unconsolidated Real Estate Affiliates (1)
|
|
|
|
|
|
|
|
|
|||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Minimum rents
|
$
|
1,011,393
|
|
|
$
|
827,436
|
|
|
$
|
768,353
|
|
Tenant recoveries
|
443,905
|
|
|
355,188
|
|
|
327,033
|
|
|||
Overage rents
|
38,282
|
|
|
30,915
|
|
|
32,500
|
|
|||
Other
|
52,027
|
|
|
39,804
|
|
|
34,007
|
|
|||
Total revenues
|
1,545,607
|
|
|
1,253,343
|
|
|
1,161,893
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Real estate taxes
|
129,593
|
|
|
110,665
|
|
|
104,270
|
|
|||
Property maintenance costs
|
41,619
|
|
|
39,105
|
|
|
34,666
|
|
|||
Marketing
|
19,348
|
|
|
14,626
|
|
|
15,981
|
|
|||
Other property operating costs
|
214,417
|
|
|
172,547
|
|
|
160,286
|
|
|||
Provision for doubtful accounts
|
5,427
|
|
|
3,052
|
|
|
1,283
|
|
|||
Property management and other costs(2)
|
64,084
|
|
|
57,980
|
|
|
52,803
|
|
|||
General and administrative
|
10,245
|
|
|
9,250
|
|
|
2,333
|
|
|||
Depreciation and amortization
|
408,537
|
|
|
325,787
|
|
|
279,522
|
|
|||
Total expenses
|
893,270
|
|
|
733,012
|
|
|
651,144
|
|
|||
Operating income
|
652,337
|
|
|
520,331
|
|
|
510,749
|
|
|||
Interest income
|
7,070
|
|
|
5,909
|
|
|
1,431
|
|
|||
Interest expense
|
(395,114
|
)
|
|
(315,339
|
)
|
|
(286,917
|
)
|
|||
Provision for income taxes
|
(996
|
)
|
|
(1,497
|
)
|
|
(316
|
)
|
|||
Equity in loss of unconsolidated joint ventures
|
(28,513
|
)
|
|
(194
|
)
|
|
—
|
|
|||
Income from continuing operations
|
234,784
|
|
|
209,210
|
|
|
224,947
|
|
|||
Net income from disposed investment
|
—
|
|
|
1,415
|
|
|
28,166
|
|
|||
Allocation to noncontrolling interests
|
(64
|
)
|
|
(58
|
)
|
|
1
|
|
|||
Net income attributable to the ventures
|
$
|
234,720
|
|
|
$
|
210,567
|
|
|
$
|
253,114
|
|
Equity In Income of Unconsolidated Real Estate Affiliates:
|
|
|
|
|
|
|
|
|
|||
Net income attributable to the ventures
|
$
|
234,720
|
|
|
$
|
210,567
|
|
|
$
|
253,114
|
|
Joint venture partners' share of income
|
(112,582
|
)
|
|
(114,263
|
)
|
|
(140,193
|
)
|
|||
Amortization of capital or basis differences (3)
|
(48,748
|
)
|
|
(44,736
|
)
|
|
(54,002
|
)
|
|||
Equity in income of Unconsolidated Real Estate Affiliates
|
$
|
73,390
|
|
|
$
|
51,568
|
|
|
$
|
58,919
|
|
|
December 31, 2015(1)
|
|
Weighted-Average
Interest Rate(2)
|
|
December 31, 2014(3)
|
|
Weighted-Average
Interest Rate(2)
|
||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable(4)
|
$
|
11,921,302
|
|
|
4.43
|
%
|
|
$
|
13,566,852
|
|
|
4.52
|
%
|
Corporate and other unsecured loans
|
—
|
|
|
—
|
|
|
6,599
|
|
|
4.41
|
%
|
||
Total fixed-rate debt
|
11,921,302
|
|
|
4.43
|
%
|
|
13,573,451
|
|
|
4.52
|
%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
Collateralized mortgages, notes and loans payable(4)
|
1,991,022
|
|
|
2.08
|
%
|
|
2,280,292
|
|
|
2.00
|
%
|
||
Revolving credit facility
|
303,836
|
|
|
1.89
|
%
|
|
90,444
|
|
|
1.73
|
%
|
||
Total variable-rate debt
|
2,294,858
|
|
|
2.05
|
%
|
|
2,370,736
|
|
|
1.99
|
%
|
||
Total Mortgages, notes and loans payable
|
$
|
14,216,160
|
|
|
4.05
|
%
|
|
$
|
15,944,187
|
|
|
4.14
|
%
|
Junior Subordinated Notes
|
$
|
206,200
|
|
|
1.77
|
%
|
|
$
|
206,200
|
|
|
1.68
|
%
|
(1)
|
Includes net
$33.0 million
of market rate adjustments and
$40.2 million
of deferred financing costs.
|
(2)
|
Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs.
|
(3)
|
Includes net
$19.9 million
of debt market rate adjustments and
$54.1 million
of deferred financing costs.
|
(4)
|
$99.1 million
of the fixed-rate balance and
$1.4 billion
of the variable-rate balance is cross-collateralized.
|
|
December 31, 2015(2)
|
|
Weighted-Average
Interest Rate
|
|
December 31, 2014(3)
|
|
Weighted-Average
Interest Rate
|
||||||
Unsecured debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
HHC Note(1)
|
—
|
|
|
—
|
|
|
6,735
|
|
|
4.41
|
%
|
||
Revolving credit facility
|
315,000
|
|
|
1.89
|
%
|
|
100,000
|
|
|
1.73
|
%
|
||
Total unsecured debt
|
$
|
315,000
|
|
|
1.89
|
%
|
|
$
|
106,735
|
|
|
1.90
|
%
|
(1)
|
Note matured in December 2015 and was repaid.
|
(2)
|
Excludes deferred financing costs of
11.2 million
in 2015 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets.
|
(3)
|
Excludes minimal market rate discounts and deferred financing costs of
$9.6 million
that decrease 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, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Current
|
$
|
3,134
|
|
|
$
|
13,994
|
|
|
$
|
3,855
|
|
Deferred
|
(41,468
|
)
|
|
(6,741
|
)
|
|
(3,510
|
)
|
|||
Total
|
$
|
(38,334
|
)
|
|
$
|
7,253
|
|
|
$
|
345
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Total deferred tax assets
|
$
|
34,870
|
|
|
$
|
19,347
|
|
|
$
|
16,077
|
|
Valuation allowance
|
(15,127
|
)
|
|
(15,127
|
)
|
|
(15,171
|
)
|
|||
Net deferred tax assets
|
19,743
|
|
|
4,220
|
|
|
906
|
|
|||
Total deferred tax liabilities
|
(1,289
|
)
|
|
(21,240
|
)
|
|
(24,667
|
)
|
|||
Net deferred tax assets (liabilities)
|
$
|
18,454
|
|
|
$
|
(17,020
|
)
|
|
$
|
(23,761
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Operating loss and tax credit carryforwards
|
$
|
18,541
|
|
|
$
|
15,699
|
|
|
$
|
15,477
|
|
Other TRS property, primarily differences in basis of assets and liabilities
|
15,040
|
|
|
(17,592
|
)
|
|
(24,067
|
)
|
|||
Valuation allowance
|
(15,127
|
)
|
|
(15,127
|
)
|
|
(15,171
|
)
|
|||
Net deferred tax liabilities
|
$
|
18,454
|
|
|
$
|
(17,020
|
)
|
|
$
|
(23,761
|
)
|
Initial Warrant Holder
|
|
Number of Warrants
|
|
Initial
Exercise Price
|
|||
Brookfield - A
|
|
57,500,000
|
|
|
$
|
10.75
|
|
Brookfield - B
|
|
16,430,000
|
|
|
10.50
|
|
|
|
|
73,930,000
|
|
|
|
|
|
|
|
|
Exercise Price
|
|||||
Record Date
|
|
Issuable Shares
|
|
Brookfield - A
|
|
Brookfield - B
|
|||
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
|
|
April 15, 2015
|
|
87,856,714
|
|
|
9.05
|
|
|
8.84
|
|
July 15, 2015
|
|
88,433,357
|
|
|
8.99
|
|
|
8.78
|
|
October 15, 2015
|
|
89,039,571
|
|
|
8.93
|
|
|
8.72
|
|
December 15, 2015
|
|
89,697,535
|
|
|
8.86
|
|
|
8.66
|
|
Year
|
|
Amount
|
||
2016
|
|
$
|
1,434,422
|
|
2017
|
|
1,277,644
|
|
|
2018
|
|
1,117,165
|
|
|
2019
|
|
969,107
|
|
|
2020
|
|
851,565
|
|
|
Subsequent
|
|
2,669,476
|
|
|
|
|
$
|
8,319,379
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Distributions to preferred Operating Partnership units
|
$
|
(8,884
|
)
|
|
$
|
(8,965
|
)
|
|
$
|
(9,287
|
)
|
Net income allocation to noncontrolling interests in operating partnership from continuing operations (common units)
|
(7,466
|
)
|
|
(3,228
|
)
|
|
(2,281
|
)
|
|||
Net income allocation to noncontrolling interests in operating partnership from continuing operations (LTIP units)
|
(2,524
|
)
|
|
—
|
|
|
—
|
|
|||
Net income allocated to noncontrolling interest in consolidated real estate affiliates
|
(161
|
)
|
|
(1,851
|
)
|
|
(3,103
|
)
|
|||
Allocation to noncontrolling interests
|
(19,035
|
)
|
|
(14,044
|
)
|
|
(14,671
|
)
|
|||
Other comprehensive loss (income) allocated to noncontrolling interests
|
233
|
|
|
78
|
|
|
(393
|
)
|
|||
Comprehensive income allocated to noncontrolling interests
|
$
|
(18,802
|
)
|
|
$
|
(13,966
|
)
|
|
$
|
(15,064
|
)
|
|
Number of Common
Units for each
Preferred Unit
|
|
Number of
Contractual
Convertible
Preferred Units
Outstanding as of
December 31, 2015
|
|
Converted Basis to
Common Units
Outstanding as of
December 31, 2015
|
|
Conversion Price
|
|
Redemption Value
|
|||||||
Series B(1)
|
3.00000
|
|
|
1,250,447
|
|
|
3,900,504
|
|
|
$
|
16.66670
|
|
|
106,133
|
|
|
Series D
|
1.50821
|
|
|
532,750
|
|
|
835,447
|
|
|
33.15188
|
|
|
26,637
|
|
||
Series E
|
1.29836
|
|
|
502,658
|
|
|
678,583
|
|
|
38.51000
|
|
|
25,133
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
157,903
|
|
(1)
|
The conversion price of Series B preferred units is lower than the GGP
December 31, 2015
closing common stock price of
$27.21
. Therefore, a common stock price of
$27.21
is used to calculate the Series B redemption value.
|
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
|
|
Balance at January 1, 2015
|
$
|
299,296
|
|
Net income
|
7,466
|
|
|
Distributions
|
(4,258
|
)
|
|
Redemption of operating partnership units
|
(805
|
)
|
|
Other comprehensive income
|
(233
|
)
|
|
Fair value adjustment for noncontrolling interests in Operating Partnership
|
(13,839
|
)
|
|
Balance at December 31, 2015
|
$
|
287,627
|
|
(1)
|
Operating partnership unit holders redeemed
1,756,521
units in 2013.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2015
|
|
|
|
|
|
|
|
|
November 2
|
|
December 15
|
|
January 4, 2016
|
|
$
|
0.19
|
|
September 1
|
|
October 15
|
|
October 30, 2015
|
|
0.18
|
|
|
May 21
|
|
July 15
|
|
July 31, 2015
|
|
0.17
|
|
|
February 19
|
|
April 15
|
|
April 30, 2015
|
|
0.17
|
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Ordinary income
|
$
|
0.752
|
|
|
$
|
0.499
|
|
|
$
|
0.330
|
|
Capital gain distributions
|
—
|
|
|
0.034
|
|
|
0.290
|
|
|||
Distributions per share
|
$
|
0.752
|
|
|
$
|
0.533
|
|
|
$
|
0.620
|
|
|
|
|
|
|
|
|
||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
2015
|
|
|
|
|
|
|
||
November 2
|
|
December 15
|
|
January 4, 2016
|
|
$
|
0.3984
|
|
September 1
|
|
September 15
|
|
October 1, 2015
|
|
0.3984
|
|
|
May 21
|
|
June 15
|
|
July 1, 2015
|
|
0.3984
|
|
|
February 19
|
|
March 16
|
|
April 1, 2015
|
|
0.3984
|
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerators—Basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
1,393,596
|
|
|
$
|
398,011
|
|
|
$
|
328,821
|
|
Preferred Stock dividend
|
(15,937
|
)
|
|
(15,936
|
)
|
|
(14,078
|
)
|
|||
Allocation to noncontrolling interests
|
(19,035
|
)
|
|
(12,935
|
)
|
|
(14,602
|
)
|
|||
Income from continuing operations—net of noncontrolling interests
|
1,358,624
|
|
|
369,140
|
|
|
300,141
|
|
|||
Discontinued operations
|
—
|
|
|
281,883
|
|
|
(11,622
|
)
|
|||
Allocation to noncontrolling interests
|
—
|
|
|
(1,109
|
)
|
|
(69
|
)
|
|||
Discontinued operations—net of noncontrolling interests
|
—
|
|
|
280,774
|
|
|
(11,691
|
)
|
|||
Net income
|
1,393,596
|
|
|
679,894
|
|
|
317,199
|
|
|||
Preferred Stock dividend
|
(15,937
|
)
|
|
(15,936
|
)
|
|
(14,078
|
)
|
|||
Allocation to noncontrolling interests
|
(19,035
|
)
|
|
(14,044
|
)
|
|
(14,671
|
)
|
|||
Net income attributable to common stockholders
|
$
|
1,358,624
|
|
|
$
|
649,914
|
|
|
$
|
288,450
|
|
Numerators—Diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations—net of noncontrolling interests
|
$
|
1,358,624
|
|
|
$
|
369,140
|
|
|
$
|
300,141
|
|
Diluted income from continuing operations
|
$
|
1,358,624
|
|
|
$
|
369,140
|
|
|
$
|
300,141
|
|
Net income attributable to common stockholders
|
$
|
1,358,624
|
|
|
$
|
649,914
|
|
|
$
|
288,450
|
|
Diluted net income attributable to common stockholders
|
$
|
1,358,624
|
|
|
$
|
649,914
|
|
|
$
|
288,450
|
|
Denominators:
|
|
|
|
|
|
|
|
|
|||
Weighted-average number of common shares outstanding—basic
|
884,676
|
|
|
887,031
|
|
|
930,643
|
|
|||
Effect of dilutive securities
|
66,386
|
|
|
57,690
|
|
|
3,425
|
|
|||
Weighted-average number of common shares outstanding—diluted
|
951,062
|
|
|
944,721
|
|
|
934,068
|
|
|||
Anti-dilutive Securities:
|
|
|
|
|
|
|
|
|
|||
Effect of Preferred Units
|
5,415
|
|
|
5,505
|
|
|
5,506
|
|
|||
Effect of Common Units
|
4,783
|
|
|
4,833
|
|
|
6,434
|
|
|||
Effect of LTIP Units
|
1,609
|
|
|
—
|
|
|
—
|
|
|||
Effect of Warrants
|
—
|
|
|
—
|
|
|
46,724
|
|
|||
|
11,807
|
|
|
10,338
|
|
|
58,664
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Stock options Outstanding at January 1,
|
19,744,224
|
|
|
$
|
17.36
|
|
|
21,565,281
|
|
|
$
|
17.28
|
|
|
9,692,499
|
|
|
$
|
13.59
|
|
Granted
|
267,253
|
|
|
29.15
|
|
|
50,000
|
|
|
22.41
|
|
|
12,740,784
|
|
|
19.97
|
|
|||
Exercised
|
(1,374,512
|
)
|
|
16.70
|
|
|
(1,164,945
|
)
|
|
15.47
|
|
|
(339,723
|
)
|
|
14.33
|
|
|||
Forfeited
|
(460,588
|
)
|
|
19.97
|
|
|
(662,820
|
)
|
|
18.89
|
|
|
(488,969
|
)
|
|
16.27
|
|
|||
Expired
|
(13,677
|
)
|
|
17.35
|
|
|
(43,292
|
)
|
|
14.58
|
|
|
(39,310
|
)
|
|
14.35
|
|
|||
Stock options Outstanding at December 31,
|
18,162,700
|
|
|
$
|
17.51
|
|
|
19,744,224
|
|
|
$
|
17.36
|
|
|
21,565,281
|
|
|
$
|
17.28
|
|
|
|
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
|
|
|
4.83
|
|
$
|
9.69
|
|
|
2,000,000
|
|
|
4.83
|
|
|
$
|
9.69
|
|
||
$13.00 - $17.00
|
|
5,013,488
|
|
|
5.42
|
|
14.64
|
|
|
4,000,017
|
|
|
5.39
|
|
|
14.62
|
|
||||
$18.00 - $23.00
|
|
10,906,787
|
|
|
7.46
|
|
20.01
|
|
|
4,677,440
|
|
|
7.46
|
|
|
20.11
|
|
||||
$24.00 - $30.00
|
|
242,425
|
|
|
9.02
|
|
29.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
18,162,700
|
|
|
6.63
|
|
$
|
17.51
|
|
|
10,677,457
|
|
|
6.19
|
|
|
$
|
16.10
|
|
||
Intrinsic value ($27.21 stock price as of December 31, 2015)
|
|
$
|
176,178
|
|
|
|
|
|
|
|
$
|
118,627
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
LTIP Units Outstanding at January 1,
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
1,758,396
|
|
|
29.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(33,649
|
)
|
|
29.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
LTIP Units Outstanding at December 31,
|
1,724,747
|
|
|
$
|
29.33
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
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
|
104,142
|
|
|
$
|
14.79
|
|
|
1,242,924
|
|
|
$
|
13.99
|
|
|
1,426,338
|
|
|
$
|
14.07
|
|
Granted
|
253,886
|
|
|
29.12
|
|
|
34,100
|
|
|
20.04
|
|
|
37,352
|
|
|
19.97
|
|
|||
Vested
|
(114,563
|
)
|
|
16.75
|
|
|
(1,154,894
|
)
|
|
14.08
|
|
|
(164,970
|
)
|
|
15.69
|
|
|||
Canceled
|
(37,246
|
)
|
|
26.86
|
|
|
(17,988
|
)
|
|
14.73
|
|
|
(55,796
|
)
|
|
15.15
|
|
|||
Nonvested restricted stock grants outstanding as of end of period
|
206,219
|
|
|
$
|
29.16
|
|
|
104,142
|
|
|
$
|
14.79
|
|
|
1,242,924
|
|
|
$
|
13.99
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate(*)
|
1.75
|
%
|
|
2.20
|
%
|
|
1.71
|
%
|
Dividend yield(*)
|
2.33
|
%
|
|
2.70
|
%
|
|
2.52
|
%
|
Expected volatility
|
25.00
|
%
|
|
30.00
|
%
|
|
32.32
|
%
|
Expected life (in years)
|
6.25
|
|
|
6.25
|
|
|
6.50
|
|
(*)
|
Weighted average
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options—Property management and other costs
|
$
|
7,103
|
|
|
$
|
7,468
|
|
|
$
|
5,104
|
|
Stock options—General and administrative
|
11,006
|
|
|
15,074
|
|
|
9,553
|
|
|||
Restricted stock—Property management and other costs
|
2,853
|
|
|
1,683
|
|
|
1,504
|
|
|||
Restricted stock—General and administrative
|
603
|
|
|
1,013
|
|
|
6,855
|
|
|||
LTIP Units - Property management and other costs
|
1,046
|
|
|
—
|
|
|
—
|
|
|||
LTIP Units - General and administrative
|
10,002
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
32,613
|
|
|
$
|
25,238
|
|
|
$
|
23,016
|
|
Year
|
Amount
|
||
2016
|
$
|
28,514
|
|
2017
|
25,295
|
|
|
2018
|
13,121
|
|
|
2019
|
6,492
|
|
|
|
$
|
73,422
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Trade receivables
|
|
$
|
109,399
|
|
|
$
|
124,698
|
|
Notes receivable
|
|
614,305
|
|
|
320,881
|
|
||
Straight-line rent receivable
|
|
236,589
|
|
|
230,172
|
|
||
Other accounts receivable
|
|
3,918
|
|
|
3,638
|
|
||
Total Accounts and notes receivable
|
|
964,211
|
|
|
679,389
|
|
||
Provision for doubtful accounts
|
|
(14,655
|
)
|
|
(15,621
|
)
|
||
Total Accounts and notes receivable, net
|
|
$
|
949,556
|
|
|
$
|
663,768
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
|
Gross Asset
|
|
Accumulated
Amortization
|
|
Balance
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Above-market tenant leases, net
|
$
|
644,728
|
|
|
$
|
(416,181
|
)
|
|
$
|
228,547
|
|
|
$
|
870,103
|
|
|
$
|
(498,016
|
)
|
|
$
|
372,087
|
|
Below-market ground leases, net
|
119,545
|
|
|
(10,761
|
)
|
|
108,784
|
|
|
119,866
|
|
|
(8,906
|
)
|
|
110,960
|
|
||||||
Real estate tax stabilization agreement, net
|
111,506
|
|
|
(32,458
|
)
|
|
79,048
|
|
|
111,506
|
|
|
(26,146
|
)
|
|
85,360
|
|
||||||
Total intangible assets
|
$
|
875,779
|
|
|
$
|
(459,400
|
)
|
|
$
|
416,379
|
|
|
$
|
1,101,475
|
|
|
$
|
(533,068
|
)
|
|
$
|
568,407
|
|
Remaining Prepaid expenses and other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Security and escrow deposits
|
|
|
|
|
|
|
87,818
|
|
|
|
|
|
|
|
|
93,676
|
|
||||||
Prepaid expenses
|
|
|
|
|
|
|
43,809
|
|
|
|
|
|
|
|
|
76,306
|
|
||||||
Other non-tenant receivables (1)
|
|
|
|
|
|
|
342,438
|
|
|
|
|
|
|
|
|
28,712
|
|
||||||
Deferred tax, net of valuation allowances
|
|
|
|
|
|
|
19,743
|
|
|
|
|
|
|
|
|
4,220
|
|
||||||
Marketable securities
|
|
|
|
|
45,278
|
|
|
|
|
|
|
—
|
|
||||||||||
Other
|
|
|
|
|
|
|
41,869
|
|
|
|
|
|
|
|
|
42,456
|
|
||||||
Total remaining Prepaid expenses and other assets
|
|
|
|
|
|
|
580,955
|
|
|
|
|
|
|
|
|
245,370
|
|
||||||
Total Prepaid expenses and other assets
|
|
|
|
|
|
|
$
|
997,334
|
|
|
|
|
|
|
|
|
$
|
813,777
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Liability
|
|
Accumulated
Accretion
|
|
Balance
|
|
Gross Liability
|
|
Accumulated
Accretion
|
|
Balance
|
||||||||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Below-market tenant leases, net
|
$
|
356,115
|
|
|
$
|
(203,474
|
)
|
|
$
|
152,641
|
|
|
$
|
502,919
|
|
|
$
|
(259,390
|
)
|
|
$
|
243,529
|
|
Above-market headquarters office leases, net
|
15,268
|
|
|
(8,604
|
)
|
|
6,664
|
|
|
15,268
|
|
|
(6,867
|
)
|
|
8,401
|
|
||||||
Above-market ground leases, net
|
9,127
|
|
|
(1,890
|
)
|
|
7,237
|
|
|
9,127
|
|
|
(1,522
|
)
|
|
7,605
|
|
||||||
Total intangible liabilities
|
$
|
380,510
|
|
|
$
|
(213,968
|
)
|
|
$
|
166,542
|
|
|
$
|
527,314
|
|
|
$
|
(267,779
|
)
|
|
$
|
259,535
|
|
Remaining Accounts payable and accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued interest
|
|
|
|
|
|
|
46,129
|
|
|
|
|
|
|
|
|
54,332
|
|
||||||
Accounts payable and accrued expenses
|
|
|
|
|
|
|
64,954
|
|
|
|
|
|
|
|
|
82,292
|
|
||||||
Accrued real estate taxes
|
|
|
|
|
|
|
80,599
|
|
|
|
|
|
|
|
|
85,910
|
|
||||||
Deferred gains/income
|
|
|
|
|
|
|
125,701
|
|
|
|
|
|
|
|
|
114,968
|
|
||||||
Accrued payroll and other employee liabilities
|
|
|
|
|
|
|
66,970
|
|
|
|
|
|
|
|
|
55,059
|
|
||||||
Construction payable
|
|
|
|
|
|
|
158,027
|
|
|
|
|
|
|
|
|
198,471
|
|
||||||
Tenant and other deposits
|
|
|
|
|
|
|
25,296
|
|
|
|
|
|
|
|
|
21,423
|
|
||||||
Insurance reserve liability
|
|
|
|
|
|
|
15,780
|
|
|
|
|
|
|
|
|
16,509
|
|
||||||
Capital lease obligations
|
|
|
|
|
|
|
11,385
|
|
|
|
|
|
|
|
|
12,066
|
|
||||||
Conditional asset retirement obligation liability
|
|
|
|
|
|
|
5,927
|
|
|
|
|
|
|
|
|
10,135
|
|
||||||
Uncertain tax position liability
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
6,663
|
|
||||||
Other
|
|
|
|
|
|
|
17,183
|
|
|
|
|
|
|
|
|
17,534
|
|
||||||
Total remaining Accounts payable and accrued expenses
|
|
|
|
|
|
|
617,951
|
|
|
|
|
|
|
|
|
675,362
|
|
||||||
Total Accounts payable and accrued expenses
|
|
|
|
|
|
|
$
|
784,493
|
|
|
|
|
|
|
|
|
$
|
934,897
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Net unrealized gains on financial instruments
|
$
|
100
|
|
|
$
|
70
|
|
Foreign currency translation
|
(84,798
|
)
|
|
(51,823
|
)
|
||
Unrealized gains on available-for-sale securities
|
11,894
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
$
|
(72,804
|
)
|
|
$
|
(51,753
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Contractual rent expense, including participation rent
|
|
$
|
8,546
|
|
|
$
|
13,605
|
|
|
$
|
13,475
|
|
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent
|
|
6,183
|
|
|
9,036
|
|
|
8,670
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Subsequent/
Other
|
|
Total
|
||||||||||||||
Mortgages, notes and loans payable(1)
|
$
|
701,177
|
|
|
$
|
516,321
|
|
|
$
|
1,846,027
|
|
|
$
|
1,040,042
|
|
|
$
|
1,684,772
|
|
|
$
|
8,427,821
|
|
|
$
|
14,216,160
|
|
Retained debt-principal
|
1,605
|
|
|
1,708
|
|
|
1,804
|
|
|
1,905
|
|
|
80,885
|
|
|
—
|
|
|
87,907
|
|
|||||||
Purchase obligations
|
164,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164,383
|
|
|||||||
Ground lease payments
|
4,449
|
|
|
4,479
|
|
|
4,397
|
|
|
4,471
|
|
|
4,504
|
|
|
148,680
|
|
|
170,980
|
|
|||||||
Junior Subordinated Notes(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,200
|
|
|
206,200
|
|
|||||||
Total
|
$
|
871,614
|
|
|
$
|
522,508
|
|
|
$
|
1,852,228
|
|
|
$
|
1,046,418
|
|
|
$
|
1,770,161
|
|
|
$
|
8,782,701
|
|
|
$
|
14,845,630
|
|
(1)
|
The
$303.8 million
outstanding (net of financing costs) on the revolving credit facility as of
December 31, 2015
is included in
2016
.
|
(2)
|
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
2020
.
|
|
2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
$
|
594,143
|
|
|
$
|
579,805
|
|
|
$
|
585,324
|
|
|
$
|
644,634
|
|
Operating income
|
202,813
|
|
|
227,378
|
|
|
224,975
|
|
|
268,727
|
|
||||
Income from continuing operations
|
641,750
|
|
|
427,853
|
|
|
127,366
|
|
|
196,627
|
|
||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to common shareholders
|
630,747
|
|
|
417,956
|
|
|
119,868
|
|
|
190,053
|
|
||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.71
|
|
|
0.47
|
|
|
0.14
|
|
|
0.22
|
|
||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.66
|
|
|
0.44
|
|
|
0.13
|
|
|
0.20
|
|
||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dividends declared per share
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.19
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
885,462
|
|
|
886,218
|
|
|
884,640
|
|
|
882,419
|
|
||||
Diluted
|
954,432
|
|
|
952,597
|
|
|
949,061
|
|
|
948,418
|
|
|
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
|
|
|
|
|
|
|
|
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
|
||||||||||||||||||
Apache Mall
|
|
Rochester, MN
|
|
94,375
|
|
|
17,738
|
|
|
116,663
|
|
|
8,043
|
|
|
11,687
|
|
|
25,781
|
|
|
128,350
|
|
|
154,131
|
|
|
20,421
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Augusta Mall
|
|
Augusta, GA
|
|
170,000
|
|
|
25,450
|
|
|
137,376
|
|
|
—
|
|
|
7,947
|
|
|
25,450
|
|
|
145,323
|
|
|
170,773
|
|
|
27,471
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Baybrook Mall
|
|
Friendswood, TX
|
|
259,173
|
|
|
76,527
|
|
|
288,241
|
|
|
(1,091
|
)
|
|
5,642
|
|
|
75,436
|
|
|
293,883
|
|
|
369,319
|
|
|
42,849
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Beachwood Place
|
|
Beachwood, OH
|
|
220,000
|
|
|
59,156
|
|
|
196,205
|
|
|
—
|
|
|
2,576
|
|
|
59,156
|
|
|
198,781
|
|
|
257,937
|
|
|
28,365
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Bellis Fair
|
|
Bellingham, WA
|
|
88,253
|
|
|
14,122
|
|
|
102,033
|
|
|
—
|
|
|
26,787
|
|
|
14,122
|
|
|
128,820
|
|
|
142,942
|
|
|
19,030
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Boise Towne Square
|
|
Boise, ID
|
|
150,237
|
|
|
44,182
|
|
|
163,118
|
|
|
—
|
|
|
7,501
|
|
|
44,182
|
|
|
170,619
|
|
|
214,801
|
|
|
26,171
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Brass Mill Center
|
|
Waterbury, CT
|
|
94,492
|
|
|
31,496
|
|
|
99,107
|
|
|
—
|
|
|
4,424
|
|
|
31,496
|
|
|
103,531
|
|
|
135,027
|
|
|
19,877
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coastland Center
|
|
Naples, FL
|
|
122,554
|
|
|
24,470
|
|
|
166,038
|
|
|
—
|
|
|
1,997
|
|
|
24,470
|
|
|
168,035
|
|
|
192,505
|
|
|
25,687
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Columbia Mall
|
|
Columbia, MO
|
|
—
|
|
|
7,943
|
|
|
107,969
|
|
|
(154
|
)
|
|
(98
|
)
|
|
7,789
|
|
|
107,871
|
|
|
115,660
|
|
|
15,143
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Columbiana Centre
|
|
Columbia, SC
|
|
—
|
|
|
22,178
|
|
|
125,061
|
|
|
—
|
|
|
180
|
|
|
22,178
|
|
|
125,241
|
|
|
147,419
|
|
|
20,504
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coral Ridge Mall
|
|
Coralville, IA
|
|
112,686
|
|
|
20,178
|
|
|
134,515
|
|
|
2,219
|
|
|
13,366
|
|
|
22,397
|
|
|
147,881
|
|
|
170,278
|
|
|
23,026
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Coronado Center
|
|
Albuquerque, NM
|
|
193,705
|
|
|
28,312
|
|
|
153,526
|
|
|
4,545
|
|
|
44,736
|
|
|
32,857
|
|
|
198,262
|
|
|
231,119
|
|
|
30,026
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Crossroads Center
|
|
St. Cloud, MN
|
|
101,558
|
|
|
15,499
|
|
|
103,077
|
|
|
—
|
|
|
5,594
|
|
|
15,499
|
|
|
108,671
|
|
|
124,170
|
|
|
16,016
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Cumberland Mall
|
|
Atlanta, GA
|
|
160,000
|
|
|
36,913
|
|
|
138,795
|
|
|
—
|
|
|
9,577
|
|
|
36,913
|
|
|
148,372
|
|
|
185,285
|
|
|
25,374
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Deerbrook Mall
|
|
Humble, TX
|
|
143,437
|
|
|
36,761
|
|
|
133,448
|
|
|
—
|
|
|
1,100
|
|
|
36,761
|
|
|
134,548
|
|
|
171,309
|
|
|
21,222
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Eastridge Mall
|
|
Casper, WY
|
|
—
|
|
|
5,484
|
|
|
36,756
|
|
|
—
|
|
|
7,448
|
|
|
5,484
|
|
|
44,204
|
|
|
49,688
|
|
|
10,254
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fashion Place
|
|
Murray, UT
|
|
226,730
|
|
|
24,068
|
|
|
232,456
|
|
|
2,079
|
|
|
55,446
|
|
|
26,147
|
|
|
287,902
|
|
|
314,049
|
|
|
40,017
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fashion Show
|
|
Las Vegas, NV
|
|
839,206
|
|
|
564,310
|
|
|
627,327
|
|
|
10,013
|
|
|
121,050
|
|
|
574,323
|
|
|
748,377
|
|
|
1,322,700
|
|
|
98,061
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Four Seasons Town Centre
|
|
Greensboro, NC
|
|
79,402
|
|
|
17,259
|
|
|
126,570
|
|
|
—
|
|
|
4,205
|
|
|
17,259
|
|
|
130,775
|
|
|
148,034
|
|
|
27,175
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Fox River Mall
|
|
Appleton, WI
|
|
175,162
|
|
|
42,259
|
|
|
217,932
|
|
|
—
|
|
|
3,186
|
|
|
42,259
|
|
|
221,118
|
|
|
263,377
|
|
|
31,987
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Glenbrook Square
|
|
Fort Wayne, IN
|
|
162,000
|
|
|
30,965
|
|
|
147,002
|
|
|
2,444
|
|
|
15,619
|
|
|
33,409
|
|
|
162,621
|
|
|
196,030
|
|
|
24,386
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Governor's Square
|
|
Tallahassee, FL
|
|
70,587
|
|
|
18,289
|
|
|
123,088
|
|
|
—
|
|
|
10,365
|
|
|
18,289
|
|
|
133,453
|
|
|
151,742
|
|
|
30,776
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Grand Teton Mall
|
|
Idaho Falls, ID
|
|
—
|
|
|
13,066
|
|
|
59,658
|
|
|
(1,026
|
)
|
|
(4,746
|
)
|
|
12,040
|
|
|
54,912
|
|
|
66,952
|
|
|
9,282
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Greenwood Mall
|
|
Bowling Green, KY
|
|
63,000
|
|
|
12,459
|
|
|
85,370
|
|
|
(330
|
)
|
|
718
|
|
|
12,129
|
|
|
86,088
|
|
|
98,217
|
|
|
16,982
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Hulen Mall
|
|
Fort Worth, TX
|
|
125,308
|
|
|
8,665
|
|
|
112,252
|
|
|
—
|
|
|
16,380
|
|
|
8,665
|
|
|
128,632
|
|
|
137,297
|
|
|
18,899
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Jordan Creek Town Center
|
|
West Des Moines, IA
|
|
213,137
|
|
|
54,663
|
|
|
262,608
|
|
|
(226
|
)
|
|
(533
|
)
|
|
54,437
|
|
|
262,075
|
|
|
316,512
|
|
|
38,078
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Lakeside Mall
|
|
Sterling Heights, MI
|
|
145,989
|
|
|
36,993
|
|
|
130,460
|
|
|
—
|
|
|
4,107
|
|
|
36,993
|
|
|
134,567
|
|
|
171,560
|
|
|
22,592
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Lynnhaven Mall
|
|
Virginia Beach, VA
|
|
235,000
|
|
|
54,628
|
|
|
219,013
|
|
|
(90
|
)
|
|
32,829
|
|
|
54,538
|
|
|
251,842
|
|
|
306,380
|
|
|
36,444
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mall of Louisiana
|
|
Baton Rouge, LA
|
|
209,186
|
|
|
88,742
|
|
|
319,097
|
|
|
—
|
|
|
4,885
|
|
|
88,742
|
|
|
323,982
|
|
|
412,724
|
|
|
44,681
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mall St. Matthews
|
|
Louisville, KY
|
|
186,662
|
|
|
42,014
|
|
|
155,809
|
|
|
(5,981
|
)
|
|
12,104
|
|
|
36,033
|
|
|
167,913
|
|
|
203,946
|
|
|
25,348
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Market Place Shopping Center
|
|
Champaign, IL
|
|
113,425
|
|
|
21,611
|
|
|
111,515
|
|
|
—
|
|
|
25,772
|
|
|
21,611
|
|
|
137,287
|
|
|
158,898
|
|
|
19,417
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mayfair Mall
|
|
Wauwatosa, WI
|
|
—
|
|
|
84,473
|
|
|
352,140
|
|
|
(1,950
|
)
|
|
38,268
|
|
|
82,523
|
|
|
390,408
|
|
|
472,931
|
|
|
50,830
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Meadows Mall
|
|
Las Vegas, NV
|
|
154,969
|
|
|
30,275
|
|
|
136,846
|
|
|
—
|
|
|
1,084
|
|
|
30,275
|
|
|
137,930
|
|
|
168,205
|
|
|
19,685
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Mondawmin Mall
|
|
Baltimore, MD
|
|
8,459
|
|
|
19,707
|
|
|
63,348
|
|
|
—
|
|
|
21,792
|
|
|
19,707
|
|
|
85,140
|
|
|
104,847
|
|
|
14,703
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Newgate Mall
|
|
Ogden, UT
|
|
58,000
|
|
|
17,856
|
|
|
70,318
|
|
|
—
|
|
|
7,727
|
|
|
17,856
|
|
|
78,045
|
|
|
95,901
|
|
|
21,741
|
|
|
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
|
||||||||||||||||||
North Point Mall
|
|
Alpharetta, GA
|
|
250,000
|
|
|
57,900
|
|
|
228,517
|
|
|
—
|
|
|
10,597
|
|
|
57,900
|
|
|
239,114
|
|
|
297,014
|
|
|
39,171
|
|
|
November, 2010
|
|
(d)
|
|||||||||
North Star Mall
|
|
San Antonio, TX
|
|
319,506
|
|
|
91,135
|
|
|
392,422
|
|
|
—
|
|
|
9,624
|
|
|
91,135
|
|
|
402,046
|
|
|
493,181
|
|
|
54,824
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Northridge Fashion Center
|
|
Northridge, CA
|
|
233,291
|
|
|
66,774
|
|
|
238,023
|
|
|
—
|
|
|
33,744
|
|
|
66,774
|
|
|
271,767
|
|
|
338,541
|
|
|
39,135
|
|
|
November, 2010
|
|
(d)
|
|||||||||
NorthTown Mall
|
|
Spokane, WA
|
|
—
|
|
|
12,310
|
|
|
108,857
|
|
|
—
|
|
|
24,921
|
|
|
12,310
|
|
|
133,778
|
|
|
146,088
|
|
|
16,738
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oak View Mall
|
|
Omaha, NE
|
|
79,087
|
|
|
20,390
|
|
|
107,216
|
|
|
—
|
|
|
(1,012
|
)
|
|
20,390
|
|
|
106,204
|
|
|
126,594
|
|
|
14,439
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oakwood Center
|
|
Gretna, LA
|
|
—
|
|
|
21,105
|
|
|
74,228
|
|
|
—
|
|
|
24,926
|
|
|
21,105
|
|
|
99,154
|
|
|
120,259
|
|
|
15,860
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oakwood Mall
|
|
Eau Claire, WI
|
|
—
|
|
|
13,786
|
|
|
92,114
|
|
|
—
|
|
|
4,651
|
|
|
13,786
|
|
|
96,765
|
|
|
110,551
|
|
|
15,155
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oglethorpe Mall
|
|
Savannah, GA
|
|
150,000
|
|
|
27,075
|
|
|
157,100
|
|
|
—
|
|
|
13
|
|
|
27,075
|
|
|
157,113
|
|
|
184,188
|
|
|
22,212
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Oxmoor Center
|
|
Louisville, KY
|
|
88,882
|
|
|
—
|
|
|
117,814
|
|
|
—
|
|
|
11,298
|
|
|
—
|
|
|
129,112
|
|
|
129,112
|
|
|
19,034
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Paramus Park
|
|
Paramus, NJ
|
|
120,000
|
|
|
31,320
|
|
|
102,054
|
|
|
—
|
|
|
5,870
|
|
|
31,320
|
|
|
107,924
|
|
|
139,244
|
|
|
18,043
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Park City Center
|
|
Lancaster, PA
|
|
184,242
|
|
|
42,451
|
|
|
195,409
|
|
|
—
|
|
|
2,878
|
|
|
42,451
|
|
|
198,287
|
|
|
240,738
|
|
|
26,758
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Park Place
|
|
Tucson, AZ
|
|
186,399
|
|
|
61,907
|
|
|
236,019
|
|
|
—
|
|
|
5,633
|
|
|
61,907
|
|
|
241,652
|
|
|
303,559
|
|
|
31,982
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Peachtree Mall
|
|
Columbus, GA
|
|
88,000
|
|
|
13,855
|
|
|
92,143
|
|
|
—
|
|
|
2,770
|
|
|
13,855
|
|
|
94,913
|
|
|
108,768
|
|
|
14,028
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pecanland Mall
|
|
Monroe, LA
|
|
88,840
|
|
|
12,943
|
|
|
73,231
|
|
|
—
|
|
|
7,746
|
|
|
12,943
|
|
|
80,977
|
|
|
93,920
|
|
|
14,348
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pembroke Lakes Mall
|
|
Pembroke Pines, FL
|
|
260,000
|
|
|
64,883
|
|
|
254,910
|
|
|
—
|
|
|
(11,467
|
)
|
|
64,883
|
|
|
243,443
|
|
|
308,326
|
|
|
34,498
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Pioneer Place
|
|
Portland, OR
|
|
—
|
|
|
—
|
|
|
97,096
|
|
|
—
|
|
|
15,204
|
|
|
—
|
|
|
112,300
|
|
|
112,300
|
|
|
13,748
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Prince Kuhio Plaza
|
|
Hilo, HI
|
|
43,132
|
|
|
—
|
|
|
52,373
|
|
|
—
|
|
|
13,035
|
|
|
—
|
|
|
65,408
|
|
|
65,408
|
|
|
13,893
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Providence Place
|
|
Providence, RI
|
|
394,121
|
|
|
—
|
|
|
400,893
|
|
|
—
|
|
|
11,876
|
|
|
—
|
|
|
412,769
|
|
|
412,769
|
|
|
56,845
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Quail Springs Mall
|
|
Oklahoma City, OK
|
|
67,120
|
|
|
40,523
|
|
|
149,571
|
|
|
—
|
|
|
7,815
|
|
|
40,523
|
|
|
157,386
|
|
|
197,909
|
|
|
15,920
|
|
|
June, 2013
|
|
(d)
|
|||||||||
Red Cliffs Mall
|
|
St. George, UT
|
|
—
|
|
|
6,811
|
|
|
33,930
|
|
|
—
|
|
|
1,718
|
|
|
6,811
|
|
|
35,648
|
|
|
42,459
|
|
|
9,103
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Ridgedale Center
|
|
Minnetonka, MN
|
|
—
|
|
|
39,495
|
|
|
151,090
|
|
|
(4,089
|
)
|
|
23,954
|
|
|
35,406
|
|
|
175,044
|
|
|
210,450
|
|
|
21,561
|
|
|
November, 2010
|
|
(d)
|
|||||||||
River Hills Mall
|
|
Mankato, MN
|
|
—
|
|
|
16,207
|
|
|
85,608
|
|
|
—
|
|
|
4,582
|
|
|
16,207
|
|
|
90,190
|
|
|
106,397
|
|
|
13,653
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Rivertown Crossings
|
|
Grandville, MI
|
|
158,257
|
|
|
47,790
|
|
|
181,770
|
|
|
—
|
|
|
2,561
|
|
|
47,790
|
|
|
184,331
|
|
|
232,121
|
|
|
26,726
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Rogue Valley Mall
|
|
Medford, OR
|
|
54,862
|
|
|
9,042
|
|
|
61,558
|
|
|
—
|
|
|
2,804
|
|
|
9,042
|
|
|
64,362
|
|
|
73,404
|
|
|
8,539
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Sooner Mall
|
|
Norman, OK
|
|
—
|
|
|
9,902
|
|
|
69,570
|
|
|
—
|
|
|
2,168
|
|
|
9,902
|
|
|
71,738
|
|
|
81,640
|
|
|
11,035
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Spokane Valley Mall
|
|
Spokane, WA
|
|
59,326
|
|
|
16,817
|
|
|
100,209
|
|
|
—
|
|
|
(9,727
|
)
|
|
16,817
|
|
|
90,482
|
|
|
107,299
|
|
|
15,733
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Staten Island Mall
|
|
Staten Island, NY
|
|
260,964
|
|
|
102,227
|
|
|
375,612
|
|
|
—
|
|
|
(4,511
|
)
|
|
102,227
|
|
|
371,101
|
|
|
473,328
|
|
|
53,294
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Stonestown Galleria
|
|
San Francisco, CA
|
|
180,000
|
|
|
65,962
|
|
|
203,043
|
|
|
(13,161
|
)
|
|
(818
|
)
|
|
52,801
|
|
|
202,225
|
|
|
255,026
|
|
|
27,628
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Crossroads
|
|
Portage, MI
|
|
96,782
|
|
|
20,261
|
|
|
95,463
|
|
|
1,110
|
|
|
1,713
|
|
|
21,371
|
|
|
97,176
|
|
|
118,547
|
|
|
13,835
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Gallery At Harborplace
|
|
Baltimore, MD
|
|
83,076
|
|
|
15,930
|
|
|
112,117
|
|
|
—
|
|
|
6,831
|
|
|
15,930
|
|
|
118,948
|
|
|
134,878
|
|
|
21,049
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Maine Mall
|
|
South Portland, ME
|
|
235,000
|
|
|
36,205
|
|
|
238,067
|
|
|
—
|
|
|
9,067
|
|
|
36,205
|
|
|
247,134
|
|
|
283,339
|
|
|
34,760
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Mall In Columbia
|
|
Columbia, MD
|
|
348,469
|
|
|
124,540
|
|
|
479,171
|
|
|
—
|
|
|
24,582
|
|
|
124,540
|
|
|
503,753
|
|
|
628,293
|
|
|
67,070
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Oaks Mall
|
|
Gainesville, FL
|
|
131,895
|
|
|
21,954
|
|
|
173,353
|
|
|
—
|
|
|
(1,302
|
)
|
|
21,954
|
|
|
172,051
|
|
|
194,005
|
|
|
21,440
|
|
|
April, 2012
|
|
(d)
|
|||||||||
The Parks at Arlington
|
|
Arlington, TX
|
|
256,711
|
|
|
19,807
|
|
|
299,708
|
|
|
49
|
|
|
19,816
|
|
|
19,856
|
|
|
319,524
|
|
|
339,380
|
|
|
47,221
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shoppes at Buckland
|
|
Manchester, CT
|
|
122,931
|
|
|
35,180
|
|
|
146,474
|
|
|
—
|
|
|
6,832
|
|
|
35,180
|
|
|
153,306
|
|
|
188,486
|
|
|
20,983
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shops At Fallen Timbers
|
|
Maumee, OH
|
|
—
|
|
|
3,785
|
|
|
31,771
|
|
|
(535
|
)
|
|
(2,029
|
)
|
|
3,250
|
|
|
29,742
|
|
|
32,992
|
|
|
9,271
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Shops At La Cantera
|
|
San Antonio, TX
|
|
350,000
|
|
|
80,016
|
|
|
350,737
|
|
|
—
|
|
|
24,868
|
|
|
80,016
|
|
|
375,605
|
|
|
455,621
|
|
|
61,864
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Streets At SouthPoint
|
|
Durham, NC
|
|
253,105
|
|
|
66,045
|
|
|
242,189
|
|
|
—
|
|
|
(143
|
)
|
|
66,045
|
|
|
242,046
|
|
|
308,091
|
|
|
36,072
|
|
|
November, 2010
|
|
(d)
|
|||||||||
The Woodlands Mall
|
|
The Woodlands, TX
|
|
250,526
|
|
|
84,889
|
|
|
349,315
|
|
|
2,315
|
|
|
18,940
|
|
|
87,204
|
|
|
368,255
|
|
|
455,459
|
|
|
51,766
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Town East Mall
|
|
Mesquite, TX
|
|
160,270
|
|
|
9,928
|
|
|
168,555
|
|
|
—
|
|
|
5,271
|
|
|
9,928
|
|
|
173,826
|
|
|
183,754
|
|
|
25,185
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Tucson Mall
|
|
Tucson, AZ
|
|
246,000
|
|
|
2,071
|
|
|
193,815
|
|
|
—
|
|
|
77,096
|
|
|
2,071
|
|
|
270,911
|
|
|
272,982
|
|
|
37,862
|
|
|
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
|
||||||||||||||||||
Tysons Galleria
|
|
McLean, VA
|
|
312,326
|
|
|
90,317
|
|
|
351,005
|
|
|
(105
|
)
|
|
9,396
|
|
|
90,212
|
|
|
360,401
|
|
|
450,613
|
|
|
45,862
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Valley Plaza Mall
|
|
Bakersfield, CA
|
|
240,000
|
|
|
38,964
|
|
|
211,930
|
|
|
—
|
|
|
621
|
|
|
38,964
|
|
|
212,551
|
|
|
251,515
|
|
|
31,018
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Visalia Mall
|
|
Visalia, CA
|
|
74,000
|
|
|
11,912
|
|
|
80,185
|
|
|
—
|
|
|
1,616
|
|
|
11,912
|
|
|
81,801
|
|
|
93,713
|
|
|
11,537
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Westlake Center
|
|
Seattle, WA
|
|
46,445
|
|
|
19,055
|
|
|
129,295
|
|
|
(14,819
|
)
|
|
(79,212
|
)
|
|
4,236
|
|
|
50,083
|
|
|
54,319
|
|
|
8,327
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Westroads Mall
|
|
Omaha, NE
|
|
148,975
|
|
|
32,776
|
|
|
184,253
|
|
|
—
|
|
|
27,782
|
|
|
32,776
|
|
|
212,035
|
|
|
244,811
|
|
|
26,425
|
|
|
April, 2012
|
|
(d)
|
|||||||||
White Marsh Mall
|
|
Baltimore, MD
|
|
190,000
|
|
|
43,880
|
|
|
177,194
|
|
|
4,125
|
|
|
5,839
|
|
|
48,005
|
|
|
183,033
|
|
|
231,038
|
|
|
26,402
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Willowbrook
|
|
Wayne, NJ
|
|
360,000
|
|
|
110,660
|
|
|
419,822
|
|
|
—
|
|
|
9,880
|
|
|
110,660
|
|
|
429,702
|
|
|
540,362
|
|
|
61,320
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Woodbridge Center
|
|
Woodbridge, NJ
|
|
250,000
|
|
|
67,825
|
|
|
242,744
|
|
|
—
|
|
|
25,688
|
|
|
67,825
|
|
|
268,432
|
|
|
336,257
|
|
|
59,888
|
|
|
November, 2010
|
|
(d)
|
|||||||||
Office, other and construction in progress (e)(f)
|
|
|
|
2,023,128
|
|
|
112,034
|
|
|
472,689
|
|
|
13,614
|
|
|
434,996
|
|
|
125,648
|
|
|
907,685
|
|
|
1,033,333
|
|
|
106,547
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Total
|
|
$
|
14,422,360
|
|
|
$
|
3,589,355
|
|
|
$
|
15,336,969
|
|
|
$
|
6,999
|
|
|
$
|
1,351,723
|
|
|
$
|
3,596,354
|
|
|
$
|
16,688,692
|
|
|
$
|
20,285,046
|
|
|
$
|
2,452,127
|
|
|
|
|
|
(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 of consolidated properties for federal income tax purposes is approximately
$17 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.
|
(f)
|
Includes
$1.4 billion
cross-collateralized corporate loan.
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
22,977,310
|
|
|
$
|
22,998,275
|
|
|
$
|
23,461,858
|
|
Additions
|
765,960
|
|
|
703,227
|
|
|
1,049,417
|
|
|||
Impairments
|
—
|
|
|
(5,278
|
)
|
|
(18,361
|
)
|
|||
Dispositions, transfers and write-offs
|
(3,458,224
|
)
|
|
(718,914
|
)
|
|
(1,494,639
|
)
|
|||
Balance at end of period
|
$
|
20,285,046
|
|
|
$
|
22,977,310
|
|
|
$
|
22,998,275
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
2,280,845
|
|
|
$
|
1,884,861
|
|
|
$
|
1,440,301
|
|
Depreciation expense
|
607,192
|
|
|
685,006
|
|
|
737,565
|
|
|||
Dispositions, transfers and write-offs
|
(435,910
|
)
|
|
(289,022
|
)
|
|
(293,005
|
)
|
|||
Balance at end of period
|
$
|
2,452,127
|
|
|
$
|
2,280,845
|
|
|
$
|
1,884,861
|
|
|
|
|
|
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
|
|
3.1
|
|
|
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
|
|
|
First Amendment dated July 1, 2015 to 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
|
|
10.1
|
|
|
8/6/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.3
|
|
|
Second Amendment dated February 17, 2016, to Fourth Amended and Restated Agreement of Limited Partnership of GGP Operating Partnership, LP (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.4*
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.5*
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.6*
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.7*
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.8*
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.9
|
|
|
Second Amended and Restated Limited Liability Company Agreement of Ala Moana Holding, LLC, dated April 10, 2015
|
|
10-Q
|
|
10.1
|
|
|
5/1/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.10
|
|
|
Summary of Non-Employee Director Compensation Program Revised November 11, 2015 (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.11*#
|
|
|
General Growth Properties, Inc. 2010 Equity Incentive Plan adopted October 27, 2010
|
|
8-K
|
|
4.1
|
|
|
11/1/2010
|
|
001-11656
|
|
|
|
|
|
|
|
|
|
|
|
||
10.12#
|
|
|
First Amendment to General Growth Properties, Inc. 2010 Equity Incentive Plan adopted November 12, 2013
|
|
8-K
|
|
10.2
|
|
|
11/18/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.13#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.14#
|
|
|
Form of Nonqualified Stock Option Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.15#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.16#
|
|
|
Form of Restricted Stock Award Agreement (employees) pursuant to the 2010 Equity Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.17#
|
|
|
Form of Performance-vesting Restricted Stock Award Agreement (employees) pursuant to the 2010 Equity Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.18#
|
|
|
Form of Appreciation Only LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.19#
|
|
|
Form of Full Value LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.20#
|
|
|
Form of Performance-vesting Full Value LTIP Unit Award Agreement (employees) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.21#
|
|
|
Form of Restricted Stock Award Agreement (new directors) pursuant to the 2010 Equity Plan
|
|
10-K
|
|
10.17
|
|
|
3/2/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.22#
|
|
|
Form of Restricted Stock Award Agreement (directors) pursuant to the 2010 Equity Plan
|
|
10-K
|
|
10.18
|
|
|
3/2/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.23#
|
|
|
Form of Full Value LTIP Unit Award Agreement (directors) pursuant to the 2010 Equity Incentive Plan (filed herewith)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.24*#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.25#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.26#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.27#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.28*#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.29#
|
|
|
Employment Agreement, dated February 12, 2015, by and between the Company and Sandeep Mathrani
|
|
8-K
|
|
10.1
|
|
|
2/17/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.30#
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.31
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
10.32
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.33
|
|
|
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 28, 2013
|
|
10-Q
|
|
10.1
|
|
|
11/6/2013
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.34
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.35
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.36
|
|
|
Form of indemnification agreement for directors and executive officers
|
|
S-11/A
|
|
10.53
|
|
|
11/3/2010
|
|
333-16811
|
|
|
|
|
|
|
|
|
|
|
|
||
10.37
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.38
|
|
|
Fourth Amended and Restated Credit Agreement dated October 30, 2015
|
|
8-K
|
|
10.1
|
|
|
11/2/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.39
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||
10.40
|
|
|
First Amendment dated July 23, 2013 to the Loan Agreement dated April 26, 2013
|
|
10-K
|
|
10.37
|
|
|
3/2/2015
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.41
|
|
|
Second Amendment dated August 1, 2014 to the Loan Agreement dated April 26, 2013
|
|
10-Q
|
|
10.5
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
10.42#
|
|
|
Second Amended and Restated Employee Stock Purchase Plan effective May 15, 2014
|
|
10-Q
|
|
10.3
|
|
|
8/6/2014
|
|
001-34948
|
|
|
|
|
|
|
|
|
|
|
|
||
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
||||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File No.
|
||
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, 2015, filed with the SEC on February 19, 2016, 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.
|
a.
|
The term “Limited FV LTIP Units” shall be inserted immediately following the definition of “Lien” and shall be defined as follows:
|
b.
|
The term “Participating FV LTIP Unit” shall be inserted immediately following the definition of “Operating Loss” and shall be defined as follows:
|
a.
|
Section 1(a)(5)(i) is hereby deleted in its entirety and the following is hereby inserted in its place and stead:
|
b.
|
Section 1(a)(5)(ii) is hereby amended by deleting any reference to “FV LTIP Units” and inserting “Participating FV LTIP Units” in its place and stead.
|
c.
|
Section 1(a)(5)(iv) is hereby amended by deleting any reference to “FV LTIP Units” and inserting “Participating FV LTIP Units” in its place and stead.
|
d.
|
Section 1(a)(5)(v) is hereby amended by deleting any reference to “FV LTIP Units” and inserting “Participating FV LTIP Units” in its place and stead.
|
e.
|
Section 1(a)(6) is hereby amended as follows:
|
i.
|
Any reference to “FV LTIP Units” is hereby deleted and “Participating FV LTIP Units” is inserted in its place and stead.
|
ii.
|
Clause (ii) to the first sentence of that Section is hereby deleted and the following is hereby inserted in its place and stead:
|
Obligated Partner
|
Protected Amount*
|
|
|
Cache Valley Mall Partnership, Ltd
|
|
$5,029,114
|
|
Burke Cloward
|
|
$0
|
|
James Cordano
|
|
$500,000
|
|
Gregory Curtis
|
|
$31,396
|
|
Fairfax Holding, LLC
|
|
$81,333,944
|
|
Rex & Barbara Frazier Family Trust
|
|
$1,130,001
|
|
Michael C. Frei
|
|
$334,774
|
|
Hall Investment Company
|
|
$0
|
|
Kenneth G. Hansen Trust
|
|
$0
|
|
King American Hospital
|
|
$466,600
|
|
Warren P. King
|
|
$1,412,628
|
|
Paul K. Mendenhall
|
|
$87,946
|
|
North Plains Development Co., Ltd.
|
|
$5,517,829
|
|
Carl E. Olson
|
|
$394,673
|
|
Martin G. Peterson
|
|
$664,359
|
|
Pine Ridge Land Company, Ltd.
|
|
$435,213
|
|
Price Fremont Company, Ltd.
|
|
$1,067,104
|
|
Deidra Price
|
|
$0
|
|
John Price
|
|
$2,144
|
|
Steven Price
|
|
$293,090
|
|
Red Cliff Mall Investment Company, Ltd.
|
|
$1,171,766
|
|
Philip P. Taylor
|
|
$0
|
|
Jennifer Wallin
|
|
$0
|
|
Lena Wilcher Revocable Trust
|
|
$0
|
|
Koury Corporation
|
An amount up to:
|
|
|
|
|
$99,678,228.70
|
|
Annual fee paid to:
|
|
|
All non-employee Directors, including Chairman
|
|
$ 200,000
(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.
|
(3)
|
The transferor of the property is General Growth Properties, Inc.
|
(4)
|
The property was transferred on _____________________ (“Date of Grant”).
|
(5)
|
The taxable year in which the election is being made is the calendar year ______.
|
(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.
|
(8)
|
The amount paid for such property 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 _____________________.
|
Relative TSR/Equity REITs
|
Percentage of Relative TSR Restricted Shares Earned
|
Number of Relative TSR/Equity REITs Restricted Shares Earned
|
Below 25
th
percentile
25
th
percentile
|
0%
50%
|
0
______
|
50
th
percentile
|
100%
|
______
|
Relative TSR/Retail REITs
|
Percentage of Relative TSR/Equity REITs Restricted Shares Earned
|
Number of Relative TSR/Retail REITs Restricted Shares Earned
|
Below 25
th
percentile
25
th
percentile
|
0%
50%
|
0
______
|
50
th
percentile
|
100%
|
______
|
Annualized TSR Growth
|
Percentage of Absolute TSR Restricted Shares Earned
|
Number of Absolute TSR Restricted Shares Earned
|
Below 3%
3%
|
0%
50%
|
0
______
|
7%
|
100%
|
______
|
FFO per Share CAGR
|
Percentage of FFO Growth Restricted Shares Earned
|
Number of FFO Growth Restricted Shares Earned
|
Below 3%
3%
|
0%
50%
|
0
______
|
7%
|
100%
|
______
|
1.
|
Terms of the Award
.
|
3.
|
Termination of Service
.
|
4.
|
Definitions
.
|
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
|
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 undersigned is the person
|
Relative TSR/Equity REITs
|
Percentage of Relative TSR LTIP Units Earned
|
Number of Relative TSR/Equity REITs LTIP Units Earned
|
Below 25
th
percentile
25
th
percentile
|
0%
50%
|
0
______
|
50
th
percentile
|
100%
|
______
|
Relative TSR/Retail REITs
|
Percentage of Relative TSR/Equity REITs LTIP Units Earned
|
Number of Relative TSR/Retail REITs LTIP Units Earned
|
Below 25
th
percentile
25
th
percentile
|
0%
50%
|
0
______
|
50
th
percentile
|
100%
|
______
|
Annualized TSR Growth
|
Percentage of Absolute TSR LTIP Units Earned
|
Number of Absolute TSR LTIP Units Earned
|
Below 3%
3%
|
0%
50%
|
0
______
|
7%
|
100%
|
______
|
FFO per Share CAGR
|
Percentage of FFO Growth LTIP Units Earned
|
Number of FFO Growth LTIP Units Earned
|
Below 3%
3%
|
0%
50%
|
0
______
|
7%
|
100%
|
______
|
(W*Y)
|
Z
|
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 Award LTIP Units were transferred is [ ]
|
4.
|
Nature of restrictions to which the Award LTIP Units are subject:
|
(a)
|
With limited exceptions, until the Award LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the Award LTIP Units.
|
(b)
|
The Taxpayer’s Award LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested Award 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 Award LTIP Units with respect to which this election is being made is $0 per Award LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the Award LTIP Units was $0 per Award 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 Award 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 [ ] (“
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.
|
Subsidiary Name
|
|
State or Other Jurisdiction of Incorporation or Organization
|
GGP Nimbus, LP
|
|
Delaware
|
GGP Limited Partnership
|
|
Delaware
|
GGP Operating Partnership, LP
|
|
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
February 19, 2016
|
|
(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
February 19, 2016
|
|