##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2005
  o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
  GENERAL GROWTH PROPERTIES, INC.
  Delaware
    
    42-1283895(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)110 N. Wacker Dr., Chicago, IL
    
    60606(Address of principal executive offices)
    
    (Zip Code)
 (312) 960-5000
 N / A
  þ o
  þ o
  o þ




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GENERAL GROWTH PROPERTIES, INC.
INDEX
 PAGENUMBERPart I
    
    FINANCIAL INFORMATIONItem 1:
    
    Financial Statements (Unaudited)Consolidated Balance Sheets
    
    
    3Consolidated Statements of Operations and Comprehensive Income
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2:
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    39Item 4:
    
    Controls and Procedures
    
    
    39Part II
    
    OTHER INFORMATIONItem 1:
    
    Legal Proceedings
    
    
    40Item 2:
    
    Unregistered Sales of Securities and Use of Proceeds
    
    
    40Item 3:
    
    Defaults Upon Senior Securities
    
    
    40Item 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    40Item 5:
    
    Other Information
    
    
    40Item 6:
    
    Exhibits
    
    
    41SIGNATURE
    
    
    42EXHIBIT INDEX
    
    
    43Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 CONSOLIDATED BALANCE SHEETS GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
 (Unaudited)September 30, 2005
    
    
    December 31, 2004(Dollars in thousands)AssetsInvestment in real estate:Land
    
    $
    2,870,609
    
    
    $
    2,859,552Buildings and equipment
    
    
    18,798,274
    
    
    
    18,251,258Less accumulated depreciation
    
    
    (1,955,301
    )
    
    
    (1,453,488
    )Developments in progress
    
    
    410,814
    
    
    
    559,969Net property and equipment
    
    
    20,124,396
    
    
    
    20,217,291Investment in and loans to/from Unconsolidated Real Estate Affiliates
    
    
    1,826,148
    
    
    
    1,945,541Investment land and land held for development and sale
    
    
    1,651,123
    
    
    
    1,638,013Net investment in real estate
    
    
    23,601,667
    
    
    
    23,800,845Cash and cash equivalents
    
    
    20,738
    
    
    
    39,581Accounts and notes receivable, net
    
    
    271,708
    
    
    
    242,425Insurance recovery receivable
    
    
    30,000
    
    
    
    Deferred expenses, net
    
    
    202,912
    
    
    
    153,231Prepaid expenses and other assets
    
    
    1,180,162
    
    
    
    1,482,543Total assets
    
    $
    25,307,187
    
    
    $
    25,718,625Liabilities and Stockholders EquityMortgage notes and other property debt payable
    
    $
    20,517,161
    
    
    $
    20,310,947Deferred tax liabilities
    
    
    1,209,571
    
    
    
    1,414,565Accounts payable and accrued expenses
    
    
    992,393
    
    
    
    895,520Total liabilities
    
    
    22,719,125
    
    
    
    22,621,032Minority interests:Preferred
    
    
    206,914
    
    
    
    403,161Common
    
    
    430,802
    
    
    
    551,282Total minority interests
    
    
    637,716
    
    
    
    954,443Commitments and contingencies
    
    
    
    
    
    
    Preferred stock: $100 par value; 5,000,000 shares authorized; none
issued and outstanding
    
    
    
    
    
    
    Stockholders equity:Common stock: $.01 par value; 875,000,000 shares authorized;
239,332,077 and 234,724,082 shares issued as of
September 30, 2005 and December 31, 2004, respectively
    
    
    2,393
    
    
    
    2,347Additional paid-in capital
    
    
    2,457,521
    
    
    
    2,378,237Retained earnings (accumulated deficit)
    
    
    (486,000
    )
    
    
    (227,511
    )Notes receivable-common stock purchase
    
    
    (524
    )
    
    
    (5,178
    )Unearned compensation-restricted stock
    
    
    (927
    )
    
    
    (1,060
    )Accumulated other comprehensive income (loss)
    
    
    12,217
    
    
    
    (3,685
    )Less common stock in treasury, 755,850 shares
at September 30, 2005, at cost
    
    
    (34,334
    )
    
    
    Total stockholders equity
    
    
    1,950,346
    
    
    
    2,143,150Total liabilities and stockholders equity
    
    $
    25,307,187
    
    
    $
    25,718,625
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except for per share amounts)Revenues:Minimum rents
    
    $
    429,107
    
    
    $
    245,538
    
    
    $
    1,249,439
    
    
    $
    698,232Tenant recoveries
    
    
    183,069
    
    
    
    111,570
    
    
    
    543,432
    
    
    
    319,264Overage rents
    
    
    13,185
    
    
    
    9,386
    
    
    
    36,497
    
    
    
    23,168Land sales
    
    
    79,112
    
    
    
    
    
    
    
    254,863
    
    
    
    Management and other fees
    
    
    22,409
    
    
    
    18,400
    
    
    
    65,224
    
    
    
    57,263Other
    
    
    29,814
    
    
    
    12,607
    
    
    
    83,211
    
    
    
    33,778Total revenues
    
    
    756,696
    
    
    
    397,501
    
    
    
    2,232,666
    
    
    
    1,131,705Expenses:Real estate taxes
    
    
    50,048
    
    
    
    30,155
    
    
    
    156,252
    
    
    
    87,124Repairs and maintenance
    
    
    46,469
    
    
    
    27,286
    
    
    
    145,892
    
    
    
    77,265Marketing
    
    
    13,350
    
    
    
    12,370
    
    
    
    36,180
    
    
    
    33,325Other property operating costs
    
    
    99,399
    
    
    
    51,072
    
    
    
    294,669
    
    
    
    141,048Land sales operations
    
    
    60,353
    
    
    
    
    
    
    
    208,548
    
    
    
    Provision for doubtful accounts
    
    
    5,763
    
    
    
    2,591
    
    
    
    14,164
    
    
    
    7,940Property management and other costs
    
    
    39,646
    
    
    
    21,631
    
    
    
    113,236
    
    
    
    70,954General and administrative
    
    
    3,559
    
    
    
    2,078
    
    
    
    10,005
    
    
    
    7,080Depreciation and amortization
    
    
    177,307
    
    
    
    82,027
    
    
    
    513,691
    
    
    
    240,687Total expenses
    
    
    495,894
    
    
    
    229,210
    
    
    
    1,492,637
    
    
    
    665,423Operating income
    
    
    260,802
    
    
    
    168,291
    
    
    
    740,029
    
    
    
    466,282Interest income
    
    
    2,599
    
    
    
    336
    
    
    
    7,305
    
    
    
    1,119Interest expense
    
    
    (270,970
    )
    
    
    (101,017
    )
    
    
    (761,022
    )
    
    
    (278,564
    )Benefit (provision) for income taxes
    
    
    (14,980
    )
    
    
    350
    
    
    
    (27,609
    )
    
    
    (40
    )Income (loss) allocated to minority interests
    
    
    (3,479
    )
    
    
    (24,673
    )
    
    
    (25,121
    )
    
    
    (73,011
    )Equity in income (loss) of unconsolidated affiliates
    
    
    19,194
    
    
    
    19,686
    
    
    
    75,301
    
    
    
    55,770Income (loss) from continuing operations
    
    
    (6,834
    )
    
    
    62,973
    
    
    
    8,883
    
    
    
    171,556Income from discontinued operations, net
of minority interests
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    2,687Net income (loss)
    
    $
    (6,834
    )
    
    $
    63,973
    
    
    $
    8,883
    
    
    $
    174,243Basic earnings (loss) per share:Continuing operations
    
    $
    (0.03
    )
    
    $
    0.29
    
    
    $
    0.04
    
    
    $
    0.79Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Total basic earnings (loss) per share
    
    $
    (0.03
    )
    
    $
    0.29
    
    
    $
    0.04
    
    
    $
    0.80Diluted earnings (loss) per share:Continuing operations
    
    $
    (0.03
    )
    
    $
    0.29
    
    
    $
    0.04
    
    
    $
    0.78Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Total diluted earnings (loss) per share
    
    $
    (0.03
    )
    
    $
    0.29
    
    
    $
    0.04
    
    
    $
    0.79Distributions declared per share
    
    $
    0.36
    
    
    $
    0.66
    
    
    $
    1.08
    
    
    $
    1.26Comprehensive income, net:Net income (loss)
    
    $
    (6,834
    )
    
    $
    63,973
    
    
    $
    8,883
    
    
    $
    174,243Other comprehensive income, net of minority interest:Net unrealized gains (losses) on derivative
financial instruments
    
    
    3,863
    
    
    
    (1,846
    )
    
    
    8,633
    
    
    
    4,473Minimum pension liability adjustment
    
    
    
    
    
    
    (40
    )
    
    
    (181
    )
    
    
    (222
    )Foreign currency translation
    
    
    3,836
    
    
    
    344
    
    
    
    7,274
    
    
    
    344Net unrealized gains (losses) on available-for-sale
securities
    
    
    (47
    )
    
    
    
    
    
    
    176
    
    
    
    Comprehensive income, net
    
    $
    818
    
    
    $
    62,431
    
    
    $
    24,785
    
    
    $
    178,838
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CONSOLIDATED STATEMENTS OF CASH FLOWS GENERAL GROWTH PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months Ended September 30,2005
    
    
    2004(In thousands)Cash flows from operating activities:Net Income
    
    $
    8,883
    
    
    $
    174,243Adjustments to reconcile net income to net cash
provided by operating activities:Minority interests, including discontinued operations
    
    
    25,121
    
    
    
    73,683Equity in income of unconsolidated affiliates
    
    
    (75,301
    )
    
    
    (55,770
    )Provision for doubtful accounts, including discontinued operations
    
    
    14,164
    
    
    
    7,955Distributions received from unconsolidated affiliates
    
    
    76,167
    
    
    
    55,521Depreciation, including discontinued operations
    
    
    498,710
    
    
    
    227,812Amortization, including discontinued operations
    
    
    20,839
    
    
    
    22,481Participation expense pursuant to Contingent Stock Agreement
    
    
    75,555
    
    
    
    Land development and acquisition expenditures
    
    
    (99,256
    )
    
    
    Cost of land sales
    
    
    114,162
    
    
    
    Debt assumed by purchasers of land
    
    
    (5,293
    )
    
    
    Deferred income taxes
    
    
    20,849
    
    
    
    Net changes:Accounts and notes receivable
    
    
    (40,080
    )
    
    
    (22,479
    )Prepaid expenses and other assets
    
    
    (96,016
    )
    
    
    (2,957
    )Deferred expenses
    
    
    (11,437
    )
    
    
    (30,444
    )Accounts payable and accrued expenses
    
    
    38,969
    
    
    
    74,509Other, net
    
    
    6,274
    
    
    
    Net cash provided by operating activities
    
    
    572,310
    
    
    
    524,554Cash flows from investing activities:Acquisition/development of real estate and property additions/improvements
    
    
    (396,478
    )
    
    
    (1,739,098
    )Increase in investments in unconsolidated affiliates
    
    
    (102,827
    )
    
    
    (159,989
    )Increase in restricted cash
    
    
    (15,154
    )
    
    
    (6,306
    )Distributions received from unconsolidated affiliates in excess of income
    
    
    137,963
    
    
    
    29,227Loans to/from unconsolidated affiliates, net
    
    
    126,500
    
    
    
    (8,884
    )Other, net
    
    
    14,621
    
    
    
    887Net cash used in investing activities
    
    
    (235,375
    )
    
    
    (1,884,163
    )Cash flows from financing activities:Cash distributions paid to common stockholders
    
    
    (255,812
    )
    
    
    (196,125
    )Cash distributions paid to holders of Common Units
    
    
    (58,858
    )
    
    
    (50,320
    )Cash distributions paid to holders of perpetual and convertible preferred units
    
    
    (22,897
    )
    
    
    (28,500
    )Proceeds from issuance of common stock, including from common stock plans
    
    
    111,721
    
    
    
    16,306Purchase of treasury stock
    
    
    (99,580
    )
    
    
    Redemption of preferred minority interests
    
    
    (183,000
    )
    
    
    (107,923
    )Proceeds from issuance of mortgage notes and other property debt payable
    
    
    3,625,537
    
    
    
    2,858,605Principal payments on mortgage notes and other property debt payable
    
    
    (3,444,999
    )
    
    
    (1,115,176
    )Other, net
    
    
    (27,890
    )
    
    
    (6,972
    )Net cash provided by (used in) financing activities
    
    
    (355,778
    )
    
    
    1,369,895Net change in cash and cash equivalents
    
    
    (18,843
    )
    
    
    10,286Cash and cash equivalents at beginning of period
    
    
    39,581
    
    
    
    10,677Cash and cash equivalents at end of period
    
    $
    20,738
    
    
    $
    20,963Supplemental disclosure of cash flow information:Interest paid
    
    $
    771,891
    
    
    $
    271,231Interest capitalized
    
    
    41,795
    
    
    
    5,736Income taxes paid
    
    
    13,422
    
    
    
    390Non-cash investing and financing activities (Note 2):Common stock issued in exchange for Operating Partnership Units
    
    $
    20,796
    
    
    $
    1,314Common stock issued in exchange for convertible preferred units
    
    
    13,368
    
    
    
    8,976Debt assumed in conjunction with acquisition of property
    
    
    
    
    
    
    134,902Common stock issued pursuant to Contingent Stock Agreement
    
    
    59,055
    
    
    
    Operating Partnership Units issued as consideration for purchase of real estate
    
    
    
    
    
    
    25,132
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1 ORGANIZATION
  General
    
    
    GGPLP L.L.C., a Delaware limited liability company (the LLC),
has ownership interests in the majority of our properties (other
than those acquired in The Rouse Company merger (the TRC Merger,
Note 2)).
 
    
    The Rouse Company LP (TRCLP), successor to The Rouse Company,
which includes both REIT and taxable REIT subsidiaries (TRSs),
has ownership interests in Consolidated Properties and
Unconsolidated Properties (each as defined below).
 
    
    General Growth Management, Inc. (GGMI), a TRS, manages, leases,
and performs various other services for some of our Unconsolidated
Real Estate Affiliates (as defined below) and approximately 30
properties owned by unaffiliated third parties.
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Basis of Presentation
    Minority Interests
 Common
  December 31, 2004
    
    
    55,532,263Conversion of Preferred Units into Common Units
    
    
    671,687Redemptions for General Growth common stock
    
    
    (2,764,209
    )September 30, 2005
    
    
    53,439,741
 Preferred
  Carrying AmountNumberof Units as of
    
    
    Per UnitCoupon
    
    
    Issuing
    
    
    September 30,
    
    
    Liquidation
    
    
    Redeemable
    
    
    September 30,
    
    
    December 31,Security Type
    
    Rate
    
    
    Entity
    
    
    2005
    
    
    Preference
    
    
    by Issuer
    
    
    2005
    
    
    2004(In thousands)Perpetual Preferred UnitsRedeemable Preferred Units
(RPUs)
    
    
    8.95
    %
    
    LLC
    
    
    240,000
    
    
    $
    250
    
    
    April 2007
    
    $
    60,000
    
    
    $
    235,000
    (1)Cumulative Preferred Units
(CPUs)
    
    
    8.25
    %
    
    LLC
    
    
    20,000
    
    
    
    250
    
    
    
    N/A
    
    
    
    5,000
    
    
    
    5,000Price Development Company
(PDC) Series C
    
    
    8.75
    %
    
    PDC
    
    
    
    
    
    
    25
    
    
    
    N/A
    
    
    
    
    
    
    
    8,00065,000
    
    
    
    248,000
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Numberof Units as of
    
    
    Per Unit
    
    
    
    
    Carrying AmountCoupon
    
    
    Issuing
    
    
    September 30,
    
    
    Liquidation
    
    
    Redeemable
    
    
    September 30,
    
    
    December 31,Security Type
    
    Rate
    
    
    Entity
    
    
    2005
    
    
    Preference
    
    
    by Issuer
    
    
    2005
    
    
    2004Convertible Preferred
UnitsSeries B-JP Realty
    
    
    8.50
    %
    
    GGPLP
    
    
    1,381,972
    
    
    
    50
    
    
    
    N/A
    
    
    $
    69,099
    
    
    $
    70,975Series C-Glendale Galleria
    
    
    7.00
    %
    
    GGPLP
    
    
    413,676
    
    
    
    50
    
    
    
    N/A
    
    
    
    20,685
    
    
    
    32,176Series D-Foothills Mall
    
    
    6.50
    %
    
    GGPLP
    
    
    532,750
    
    
    
    50
    
    
    
    N/A
    
    
    
    26,637
    
    
    
    26,637Series E-Four Seasons
Town Centre
    
    
    7.00
    %
    
    GGPLP
    
    
    502,658
    
    
    
    50
    
    
    
    N/A
    
    
    
    25,132
    
    
    
    25,132141,553
    
    
    
    154,920Other preferred stock of
consolidated
subsidiaries
    
    
    N/A
    
    
    Various
    
    
    361
    
    
    
    1,000
    
    
    
    (2
    )
    
    
    361
    
    
    
    241Total minority interests-preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    206,914
    
    
    $
    403,161
 
 (1)
    
    Includes $175 million which was redeemed in May 2005 as permitted under the terms of the
applicable RPUs.(2)
    
    Redeemable on demand, under certain circumstances. Earnings Per Share (EPS)
  Three Months Ended September 30,2005
    
    
    2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)Numerators:Income (loss) from continuing operations
    
    $
    (6,834
    )
    
    $
    (6,834
    )
    
    $
    62,973
    
    
    $
    62,973Discontinued operations, net of minority interests
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    1,000Net income (loss)
    
    $
    (6,834
    )
    
    $
    (6,834
    )
    
    $
    63,973
    
    
    $
    63,973Denominators:Weighted average number of common shares
outstanding  basic
    
    
    238,218
    
    
    
    238,218
    
    
    
    218,605
    
    
    
    218,605Effect of dilutive securities  options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    693Weighted average number of common shares
outstanding  diluted
    
    
    238,218
    
    
    
    238,218
    
    
    
    218,605
    
    
    
    219,298
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Nine Months Ended September 30,2005
    
    
    2004Basic
    
    
    Diluted
    
    
    Basic
    
    
    Diluted(In thousands)Numerators:Income from continuing operations
    
    $
    8,883
    
    
    $
    8,883
    
    
    $
    171,556
    
    
    $
    171,556Discontinued operations, net of minority interests
    
    
    
    
    
    
    
    
    
    
    2,687
    
    
    
    2,687Net income
    
    $
    8,883
    
    
    $
    8,883
    
    
    $
    174,243
    
    
    $
    174,243Denominators:Weighted average number of common shares
outstanding  basic
    
    
    237,299
    
    
    
    237,299
    
    
    
    218,080
    
    
    
    218,080Effect of dilutive securities  options
    
    
    
    
    
    
    779
    
    
    
    
    
    
    
    679Weighted average number of common shares
outstanding  diluted
    
    
    237,299
    
    
    
    238,078
    
    
    
    218,080
    
    
    
    218,759
   Amountper
    
    
    
    
    
    
    Common Stock
    
    
    Common UnitsDeclaration Date
    
    Share
    
    
    Record Date
    
    Payment Date
    
    (In thousands)October 6, 2005
    
    $
    0.41
    
    
    October 18, 2005
    
    October 31, 2005
    
    $
    97,854
    
    
    $
    21,910July 5, 2005
    
    
    0.36
    
    
    July 15, 2005
    
    July 29, 2005
    
    
    85,703
    
    
    
    19,325April 4, 2005
    
    
    0.36
    
    
    April 15, 2005
    
    April 29, 2005
    
    
    85,603
    
    
    
    19,325January 7, 2005
    
    
    0.36
    
    
    January 17, 2005
    
    January 31, 2005
    
    
    84,506
    
    
    
    19,992August 20, 2004
    
    
    0.36
    
    
    October 15, 2004
    
    October 29, 2004
    
    
    78,727
    
    
    
    19,992July 2, 2004
    
    
    0.30
    
    
    July 15, 2004
    
    July 30, 2004
    
    
    65,575
    
    
    
    16,662April 5, 2004
    
    
    0.30
    
    
    April 15, 2004
    
    April 30, 2004
    
    
    65,357
    
    
    
    16,704January 5, 2004
    
    
    0.30
    
    
    January 15, 2004
    
    January 30, 2004
    
    
    65,193
    
    
    
    16,714
 Notes Receivable  Officers
  September 30,
    
    
    December 31,(In thousands)
    
    2005
    
    
    2004Income tax withholdings reported in
Prepaid expenses and other assets
    
    $
    110
    
    
    $
    623Reported as a reduction to Stockholders equity
    
    
    524
    
    
    
    5,178$
    634
    
    
    $
    5,801
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Revenue Recognition and Related Matters
    Stock Plans
  Use of Estimates
  Reclassifications
  10 of 43




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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 2 ACQUISITIONS AND INTANGIBLES
 The Rouse Company
   November 12,
    
    
    Non-Cash
    
    
    September 30,(In thousands)
    
    2004
    
    
    Adjustments
    
    
    2005Land
    
    $
    1,314,711
    
    
    $
    
    
    
    $
    1,314,711Buildings and equipment
    
    
    8,206,370
    
    
    
    83,737
    
    
    
    8,290,107Developments in progress
    
    
    383,996
    
    
    
    (21,677
    )
    
    
    362,319Investment in and loans to Unconsolidated Real Estate Affiliates
    
    
    1,236,299
    
    
    
    34,911
    
    
    
    1,271,210Investment land and land held for development and sale
    
    
    1,645,700
    
    
    
    33,128
    
    
    
    1,678,828Cash and cash equivalents
    
    
    29,077
    
    
    
    
    
    
    
    29,077Accounts and notes receivable
    
    
    84,424
    
    
    
    1,093
    
    
    
    85,517Prepaid expenses and other assets:Below-market ground leases
    
    
    382,328
    
    
    
    (33,212
    )
    
    
    349,116Above-market tenant leases
    
    
    141,048
    
    
    
    (32,802
    )
    
    
    108,246Deferred tax assets
    
    
    145,243
    
    
    
    (142,675
    )
    
    
    2,568Goodwill
    
    
    356,796
    
    
    
    (97,741
    )
    
    
    259,055Other
    
    
    401,527
    
    
    
    2,742
    
    
    
    404,269Total purchase price
    
    $
    14,327,519
    
    
    $
    (172,496
    )
    
    $
    14,155,023
  Other Acquisitions
  AcquisitionDate20%
ownership interest in Zaratustra Mall (through Cencom, S.A. (Brazil))
    
    August 350%
ownership interest in Pinnacle Hills Promenade (through Rogers Retail
L.L.C.)
    
    September 3050% interest in Circle T Power Center (through 170 Retail
Associates, LTD)
    
    October 3150% interest in Whalers Village (through GGP/Teachers)
    
    November 1
  AcquisitionDate50% ownership interest in Burlington Town Center
    
    January 7Redlands Mall
    
    January 16The remaining 50% ownership interest in Town East Mall
    
    March 1Four Seasons Town Centre
    
    March 5Ownership interest in GSG de Cost Rica SRL
    
    April 3050%
ownership interest in Riverchase Galleria
    
    May 11
 11 of 43




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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 AcquisitionDateMall of Louisiana
    
    May 12Grand Canal Shoppes
    
    May 1750% ownership interest in GGP/NIG Brazil
    
    July 30Stonestown Galleria
    
    August 13
  Accounting for Acquisitions and Intangibles
   Gross Asset
    
    
    Accumulated
    
    
    Net Carrying(Liability)
    
    
    Amortization
    
    
    Amount(In millions)September 30, 2005Tenant leases:In-place value
    
    $
    687
    
    
    $
    144
    
    
    $
    543Above-market
    
    
    109
    
    
    
    23
    
    
    
    86Below-market
    
    
    (294
    )
    
    
    (96
    )
    
    
    (198
    )Ground leases:Above-market
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Below-market
    
    
    366
    
    
    
    7
    
    
    
    359Real estate
tax stabilization agreement
    
    
    94
    
    
    
    4
    
    
    
    90
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Gross Asset
    
    
    Accumulated
    
    
    Net Carrying(Liability)
    
    
    Amortization
    
    
    Amount(In millions)December 31, 2004Tenant leases:In-place value
    
    $
    595
    
    
    $
    29
    
    
    $
    566Above-market
    
    
    142
    
    
    
    4
    
    
    
    138Below-market
    
    
    (304
    )
    
    
    (52
    )
    
    
    (252
    )Ground leases:Above-market
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Below-market
    
    
    398
    
    
    
    1
    
    
    
    397Real estate
tax stabilization agreement
    
    
    94
    
    
    
    1
    
    
    
    93
   NOTE 3 INVESTMENTS IN AND LOANS TO/FROM UNCONSOLIDATED REAL ESTATE AFFILIATES
    Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates
  13 of 43




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##### Table of Contents



GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Condensed Combined Statements of Operations  Unconsolidated Real Estate AffiliatesRevenues:Minimum rents
    
    $
    198,392
    
    
    $
    135,367
    
    
    $
    584,009
    
    
    $
    388,512Tenant recoveries
    
    
    88,877
    
    
    
    60,035
    
    
    
    265,165
    
    
    
    181,364Overage rents
    
    
    4,037
    
    
    
    2,759
    
    
    
    9,793
    
    
    
    6,479Management and other fees
    
    
    
    
    
    
    499
    
    
    
    
    
    
    
    499Land sales
    
    
    39,861
    
    
    
    
    
    
    
    110,761
    
    
    
    Other
    
    
    22,704
    
    
    
    2,841
    
    
    
    90,831
    
    
    
    9,793Total revenues
    
    
    353,871
    
    
    
    201,501
    
    
    
    1,060,559
    
    
    
    586,647Expenses:Real estate taxes
    
    
    28,036
    
    
    
    17,981
    
    
    
    83,374
    
    
    
    53,008Repairs and maintenance
    
    
    21,917
    
    
    
    13,492
    
    
    
    61,915
    
    
    
    41,940Marketing
    
    
    5,517
    
    
    
    6,121
    
    
    
    20,052
    
    
    
    18,908Other property operating costs
    
    
    46,953
    
    
    
    23,226
    
    
    
    176,084
    
    
    
    76,782Land sales operations
    
    
    29,409
    
    
    
    
    
    
    
    65,165
    
    
    
    Provision for doubtful accounts
    
    
    3,559
    
    
    
    1,504
    
    
    
    6,910
    
    
    
    3,940Property management and other costs
    
    
    11,951
    
    
    
    10,946
    
    
    
    35,415
    
    
    
    32,820General and administrative
    
    
    5,442
    
    
    
    4,923
    
    
    
    9,711
    
    
    
    6,202Depreciation and amortization
    
    
    63,258
    
    
    
    42,365
    
    
    
    189,950
    
    
    
    119,987Total expenses
    
    
    216,042
    
    
    
    120,558
    
    
    
    648,576
    
    
    
    353,587Operating income
    
    
    137,829
    
    
    
    80,943
    
    
    
    411,983
    
    
    
    233,060Interest income
    
    
    4,369
    
    
    
    922
    
    
    
    7,773
    
    
    
    2,444Interest expense
    
    
    (80,638
    )
    
    
    (42,170
    )
    
    
    (221,834
    )
    
    
    (123,531
    )Equity in income of unconsolidated joint ventures
    
    
    1,262
    
    
    
    985
    
    
    
    3,565
    
    
    
    3,249Net income
    
    $
    62,822
    
    
    $
    40,680
    
    
    $
    201,487
    
    
    $
    115,222Equity In Income of Unconsolidated Real Estate AffiliatesNet income of Unconsolidated Real Estate Affiliates
    
    $
    62,822
    
    
    $
    40,680
    
    
    $
    201,487
    
    
    $
    115,222Joint venture partners share of income of
Unconsolidated Real Estate Affiliates
    
    
    (31,426
    )
    
    
    (20,939
    )
    
    
    (102,702
    )
    
    
    (59,231
    )Amortization of capital or basis differences
    
    
    (11,304
    )
    
    
    (55
    )
    
    
    (22,171
    )
    
    
    (204
    )Elimination of Unconsolidated Real Estate Affiliates loan interest
    
    
    (898
    )
    
    
    
    
    
    
    (1,313
    )
    
    
    (17
    )Equity in income of Unconsolidated Real Estate Affiliates
    
    $
    19,194
    
    
    $
    19,686
    
    
    $
    75,301
    
    
    $
    55,770
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  GGP/Homart
    
    
    GGP/Homart IISeptember 30,
    
    
    December 31,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Assets:Land
    
    $
    146,777
    
    
    $
    146,777
    
    
    $
    190,787
    
    
    $
    190,707Buildings and equipment
    
    
    1,787,863
    
    
    
    1,765,800
    
    
    
    2,001,446
    
    
    
    1,957,969Less accumulated depreciation
    
    
    (436,872
    )
    
    
    (389,682
    )
    
    
    (249,214
    )
    
    
    (205,637
    )Developments in progress
    
    
    23,931
    
    
    
    8,586
    
    
    
    113,821
    
    
    
    63,970Investment in unconsolidated joint ventures
    
    
    8,923
    
    
    
    10,898
    
    
    
    
    
    
    
    Net investment in real estate
    
    
    1,530,622
    
    
    
    1,542,379
    
    
    
    2,056,840
    
    
    
    2,007,009Cash and cash equivalents
    
    
    49,517
    
    
    
    20,319
    
    
    
    73,344
    
    
    
    23,149Accounts receivable, net
    
    
    43,049
    
    
    
    39,254
    
    
    
    29,268
    
    
    
    32,265Deferred expenses, net
    
    
    47,478
    
    
    
    48,969
    
    
    
    56,356
    
    
    
    59,102Prepaid expenses and other assets
    
    
    19,676
    
    
    
    56,482
    
    
    
    107,548
    
    
    
    36,236Total assets
    
    $
    1,690,342
    
    
    $
    1,707,403
    
    
    $
    2,323,356
    
    
    $
    2,157,761Liabilities and Owners Equity:Mortgage notes and other property debt payable
    
    $
    1,586,492
    
    
    $
    1,469,938
    
    
    $
    1,672,928
    
    
    $
    1,331,301Accounts payable and accrued expenses
    
    
    59,783
    
    
    
    63,560
    
    
    
    76,504
    
    
    
    81,574Minority interest
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    117Owners equity
    
    
    44,067
    
    
    
    173,905
    
    
    
    573,807
    
    
    
    744,769Total liabilities and owners equity
    
    $
    1,690,342
    
    
    $
    1,707,403
    
    
    $
    2,323,356
    
    
    $
    2,157,761
  15 of 43




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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 GGP/Homart
    
    
    GGP/Homart IIThree months ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Revenues:Minimum rents
    
    $
    56,043
    
    
    $
    52,476
    
    
    $
    49,849
    
    
    $
    45,458Tenant recoveries
    
    
    23,349
    
    
    
    21,833
    
    
    
    23,980
    
    
    
    22,119Overage rents
    
    
    973
    
    
    
    1,211
    
    
    
    972
    
    
    
    868Other
    
    
    2,152
    
    
    
    1,489
    
    
    
    1,635
    
    
    
    913Total revenues
    
    
    82,517
    
    
    
    77,009
    
    
    
    76,436
    
    
    
    69,358Expenses:Real estate taxes
    
    
    7,673
    
    
    
    7,091
    
    
    
    6,793
    
    
    
    6,163Repairs and maintenance
    
    
    6,167
    
    
    
    5,894
    
    
    
    4,478
    
    
    
    4,360Marketing
    
    
    2,171
    
    
    
    2,474
    
    
    
    2,016
    
    
    
    2,187Other property operating costs
    
    
    8,800
    
    
    
    10,187
    
    
    
    5,908
    
    
    
    4,924Provision for doubtful accounts
    
    
    391
    
    
    
    324
    
    
    
    2,297
    
    
    
    557Property management and other costs
    
    
    5,051
    
    
    
    4,669
    
    
    
    4,310
    
    
    
    3,777General and administrative
    
    
    162
    
    
    
    182
    
    
    
    433
    
    
    
    4,673Depreciation and amortization
    
    
    17,265
    
    
    
    17,190
    
    
    
    15,822
    
    
    
    14,586Total expenses
    
    
    47,680
    
    
    
    48,011
    
    
    
    42,057
    
    
    
    41,227Operating income
    
    
    34,837
    
    
    
    28,998
    
    
    
    34,379
    
    
    
    28,131Interest income
    
    
    1,331
    
    
    
    455
    
    
    
    2,417
    
    
    
    367Interest expense
    
    
    (21,633
    )
    
    
    (20,347
    )
    
    
    (22,671
    )
    
    
    (13,827
    )Equity in income of unconsolidated
joint ventures
    
    
    1,262
    
    
    
    985
    
    
    
    
    
    
    
    Net income
    
    $
    15,797
    
    
    $
    10,091
    
    
    $
    14,125
    
    
    $
    14,671
 GGP/Homart
    
    
    GGP/Homart IINine months ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Revenues:Minimum rents
    
    $
    168,697
    
    
    $
    153,988
    
    
    
    143,091
    
    
    $
    134,168Tenant recoveries
    
    
    70,623
    
    
    
    68,489
    
    
    
    69,558
    
    
    
    65,044Overage rents
    
    
    2,642
    
    
    
    2,379
    
    
    
    2,566
    
    
    
    2,304Other
    
    
    6,225
    
    
    
    4,522
    
    
    
    5,560
    
    
    
    3,108Total revenues
    
    
    248,187
    
    
    
    229,378
    
    
    
    220,775
    
    
    
    204,624Expenses:Real estate taxes
    
    
    22,469
    
    
    
    21,020
    
    
    
    20,530
    
    
    
    18,655Repairs and maintenance
    
    
    19,376
    
    
    
    18,680
    
    
    
    13,675
    
    
    
    13,275Marketing
    
    
    7,095
    
    
    
    7,270
    
    
    
    6,883
    
    
    
    7,041Other property operating costs
    
    
    26,380
    
    
    
    31,785
    
    
    
    20,187
    
    
    
    25,009Provision for doubtful accounts
    
    
    1,016
    
    
    
    1,215
    
    
    
    3,374
    
    
    
    1,265Property management and other costs
    
    
    15,125
    
    
    
    13,915
    
    
    
    12,680
    
    
    
    11,712General and administrative
    
    
    410
    
    
    
    704
    
    
    
    1,438
    
    
    
    5,002Depreciation and amortization
    
    
    51,247
    
    
    
    49,909
    
    
    
    45,998
    
    
    
    42,435Total expenses
    
    
    143,118
    
    
    
    144,498
    
    
    
    124,765
    
    
    
    124,394Operating income
    
    
    105,069
    
    
    
    84,880
    
    
    
    96,010
    
    
    
    80,230Interest income
    
    
    2,499
    
    
    
    1,086
    
    
    
    3,569
    
    
    
    1,118Interest expense
    
    
    (62,795
    )
    
    
    (60,456
    )
    
    
    (56,541
    )
    
    
    (40,635
    )Equity in income of unconsolidated
joint ventures
    
    
    3,565
    
    
    
    3,249
    
    
    
    
    
    
    
    Net income
    
    $
    48,338
    
    
    $
    28,759
    
    
    $
    43,038
    
    
    $
    40,713
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 4 MORTGAGE NOTES AND OTHER PROPERTY DEBT PAYABLE
  September 30,
    
    
    December 31,(In thousands)
    
    2005
    
    
    2004Fixed-rate debt:Commercial mortgage-backed securities
    
    $
    314,430
    
    
    $
    332,526Other collateralized mortgage notes and other debt payable
    
    
    11,904,013
    
    
    
    9,036,659Corporate and other unsecured term loans
    
    
    1,636,986
    
    
    
    1,750,882Total fixed-rate debt
    
    
    13,855,429
    
    
    
    11,120,067Variable-rate debt:Commercial mortgage-backed securities
    
    
    307,210
    
    
    
    361,239Other collateralized mortgage notes and other debt payable
    
    
    884,448
    
    
    
    2,189,059Credit facilities
    
    
    156,000
    
    
    
    150,000Corporate and other unsecured term loans
    
    
    5,314,074
    
    
    
    6,490,582Total variable-rate debt
    
    
    6,661,732
    
    
    
    9,190,880Total
    
    $
    20,517,161
    
    
    $
    20,310,947
 Commercial Mortgage-Backed Securities
   Weighted-AverageInitial

Maturity
    

Interest

Term
    
    Interest Rate
    
    Interest Rate36 Months (1)
    
    Variable
    
    LIBOR (3) plus 60 to 235 basis points
    
    LIBOR (3) plus 80 basis points51 months (2)
    
    Variable
    
    LIBOR (3) plus 70 to 250 basis points
    
    LIBOR (3) plus 90 basis points5 years
    
    Fixed
    
    5.01 to 6.18%
    
    5.39%
 
 (1) With two no-cost 12-month extension options, one of which was exercised in 2004.(2) With two no-cost 18-month extension options, one of which was exercised in 2005.(3) 3.86% at September 30, 2005. 17 of 43




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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Other Collateralized Mortgage Notes and Other Debt Payable
   2004 Credit Facility
  Outstanding atInitial
    
    
    September 30,
    
    
    December 31,(In millions)
    
    Capacity
    
    
    2005
    
    
    2004Six-month bridge loan
    
    $
    1,145.0
    
    
    
    
    
    
    $
    749.9Three-year term loan
    
    
    3,650.0
    
    
    $
    3,236.4
    
    
    
    3,650.0Four-year term loan
    
    
    2,000.0
    
    
    
    1,985.0
    
    
    
    2,000.0Revolving credit facility
    
    
    500.0
    
    
    
    156.0
    
    
    
    150.0$
    7,295.0
    
    
    $
    5,377.4
    
    
    $
    6,549.9
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   Unsecured Term Loans
   Interest Rate Swaps
   2004 CreditFacility Three-year Term
    
    
    PropertyGGP MPTC
    
    
    Loan
    
    
    SpecificTotal notional amount (in millions)
    
    $
    125.0
    
    
    $
    350.0
    
    
    $
    386.6Average fixed effective rate (pay rate)
    
    
    4.59
    %
    
    
    3.43
    %
    
    
    5.01
    %Variable interest rate of related debt
(receive rate)
    
    LIBOR + .92%
    
    LIBOR + 1.75%
    
    LIBOR + 1.67%
  Letters of Credit and Surety Bonds
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 5 OTHER ASSETS AND LIABILITIES
  September 30,
    
    
    December 31,(In thousands)
    
    2005
    
    
    2004Goodwill
    
    $
    259,055
    
    
    $
    356,796Below-market ground leases
    
    
    359,324
    
    
    
    381,331Deferred tax assets
    
    
    11,377
    
    
    
    145,243Above-market tenant leases
    
    
    85,928
    
    
    
    137,263Real estate tax stabilization agreement
    
    
    90,482
    
    
    
    94,168Receivables-finance leases and bonds
    
    
    120,199
    
    
    
    76,572Special Improvement District receivable
    
    
    48,108
    
    
    
    48,586Other, prepaid expenses and marketable securities
    
    
    210,689
    
    
    
    242,584$
    1,185,162
    
    
    $
    1,482,543
  September 30,
    
    
    December 31,(In thousands)
    
    2005
    
    
    2004Below-market tenant leases
    
    $
    198,515
    
    
    $
    251,561Accounts payable and accrued expenses
    
    
    469,280
    
    
    
    346,524Deferred gains/income
    
    
    30,785
    
    
    
    73,100Hughes participation payable
    
    
    51,053
    
    
    
    35,019Other
    
    
    242,760
    
    
    
    189,316$
    992,393
    
    
    $
    895,520
 NOTE 6 COMMITMENTS AND CONTINGENCIES
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     NOTE 7 DISCONTINUED OPERATIONS
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 8 TAX MATTERS
      NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  
    
    A change in method of depreciating or amortizing a long-lived nonfinancial asset be
accounted for as a change in estimate (prospectively) that was effected by a change in
accounting principle, and
    
    Correction of errors in previously issued financial statements should be termed a
restatement.
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   NOTE 10 SEGMENTS
  
    
    Retail and Other  includes the operation, development and management of regional
shopping centers, office and industrial properties, downtown specialty marketplaces, the
retail and non-retail rental components of mixed-use projects and community retail centers
    
    Master Planned Communities  includes the development and sale of land, primarily in
large-scale, long-term community development projects in and around Columbia, Maryland;
Summerlin, Nevada; and Houston, Texas
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended September 30, 2005(In thousands)
    
    Consolidated
    
    
    Unconsolidated
    
    
    SegmentRetail and Other
    
    Properties
    
    
    Properties
    
    
    BasisProperty revenues:Minimum rents
    
    $
    429,107
    
    
    $
    101,679
    
    
    $
    530,786Tenant recoveries
    
    
    183,069
    
    
    
    44,861
    
    
    
    227,930Overage rents
    
    
    13,185
    
    
    
    2,031
    
    
    
    15,216Other
    
    
    29,366
    
    
    
    15,041
    
    
    
    44,407Total property revenues
    
    
    654,727
    
    
    
    163,612
    
    
    
    818,339Property operating expenses:Real estate taxes
    
    
    50,048
    
    
    
    14,303
    
    
    
    64,351Repairs and maintenance
    
    
    46,469
    
    
    
    9,861
    
    
    
    56,330Marketing
    
    
    13,350
    
    
    
    2,932
    
    
    
    16,282Other property operating costs
    
    
    99,399
    
    
    
    25,903
    
    
    
    125,302Provision for doubtful accounts
    
    
    5,763
    
    
    
    1,816
    
    
    
    7,579Total property operating expenses
    
    
    215,029
    
    
    
    54,815
    
    
    
    269,844Retail and other net operating income
    
    
    439,698
    
    
    
    108,797
    
    
    
    548,495Master Planned CommunitiesLand sales
    
    
    79,112
    
    
    
    21,331
    
    
    
    100,443Land sales operations
    
    
    (60,353
    )
    
    
    (18,622
    )
    
    
    (78,975
    )Master Planned Communities net operating income
    
    
    18,759
    
    
    
    2,709
    
    
    
    21,468Real estate property net operating income
    
    $
    458,457
    
    
    $
    111,506
    
    
    $
    569,963
 Three Months Ended September 30, 2004(In thousands)
    
    Consolidated
    
    
    Unconsolidated
    
    
    SegmentRetail and Other
    
    Properties
    
    
    Properties
    
    
    BasisProperty revenues:Minimum rents
    
    $
    245,538
    
    
    $
    68,316
    
    
    $
    313,854Tenant recoveries
    
    
    111,570
    
    
    
    30,925
    
    
    
    142,495Overage rents
    
    
    9,386
    
    
    
    1,406
    
    
    
    10,792Other, including discontinued operations
    
    
    13,544
    
    
    
    1,561
    
    
    
    15,105Total property revenues
    
    
    380,038
    
    
    
    102,208
    
    
    
    482,246Property operating expenses:Real estate taxes
    
    
    30,155
    
    
    
    9,182
    
    
    
    39,337Repairs and maintenance
    
    
    27,286
    
    
    
    7,023
    
    
    
    34,309Marketing
    
    
    12,370
    
    
    
    3,152
    
    
    
    15,522Other property operating costs
    
    
    51,072
    
    
    
    11,835
    
    
    
    62,907Provision for doubtful accounts
    
    
    2,591
    
    
    
    665
    
    
    
    3,256Total property operating expenses
    
    
    123,474
    
    
    
    31,857
    
    
    
    155,331Real estate property net operating income
    
    $
    256,564
    
    
    $
    70,351
    
    
    $
    326,915
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Nine Months Ended September 30, 2005(In thousands)
    
    Consolidated
    
    
    Unconsolidated
    
    
    SegmentRetail and Other
    
    Properties
    
    
    Properties
    
    
    BasisProperty revenues:Minimum rents
    
    $
    1,249,439
    
    
    $
    291,695
    
    
    $
    1,541,134Tenant recoveries
    
    
    543,432
    
    
    
    133,452
    
    
    
    676,884Overage rents
    
    
    36,497
    
    
    
    4,898
    
    
    
    41,395Other
    
    
    81,918
    
    
    
    49,376
    
    
    
    131,294Total property revenues
    
    
    1,911,286
    
    
    
    479,421
    
    
    
    2,390,707Property operating expenses:Real estate taxes
    
    
    156,252
    
    
    
    41,743
    
    
    
    197,995Repairs and maintenance
    
    
    145,892
    
    
    
    30,943
    
    
    
    176,835Marketing
    
    
    36,180
    
    
    
    10,148
    
    
    
    46,328Other property operating costs
    
    
    294,669
    
    
    
    89,091
    
    
    
    383,760Provision for doubtful accounts
    
    
    14,164
    
    
    
    3,541
    
    
    
    17,705Total property operating expenses
    
    
    647,157
    
    
    
    175,466
    
    
    
    822,623Retail and other net operating income
    
    
    1,264,129
    
    
    
    303,955
    
    
    
    1,568,084Master Planned CommunitiesLand sales
    
    
    254,863
    
    
    
    58,554
    
    
    
    313,417Land sales operations
    
    
    (208,548
    )
    
    
    (43,212
    )
    
    
    (251,760
    )Master Planned Communities net operating income
    
    
    46,315
    
    
    
    15,342
    
    
    
    61,657Real estate property net operating income
    
    $
    1,310,444
    
    
    $
    319,297
    
    
    $
    1,629,741
 Nine Months Ended September 30, 2004(In thousands)
    
    Consolidated
    
    
    Unconsolidated
    
    
    SegmentRetail and Other
    
    Properties
    
    
    Properties
    
    
    BasisProperty revenues:Minimum rents
    
    $
    698,232
    
    
    $
    198,462
    
    
    $
    896,694Tenant recoveries
    
    
    319,264
    
    
    
    93,476
    
    
    
    412,740Overage rents
    
    
    23,168
    
    
    
    3,426
    
    
    
    26,594Other, including discontinued operations
    
    
    36,547
    
    
    
    5,105
    
    
    
    41,652Total property revenues
    
    
    1,077,211
    
    
    
    300,469
    
    
    
    1,377,680Property operating expenses:Real estate taxes
    
    
    87,124
    
    
    
    27,083
    
    
    
    114,207Repairs and maintenance
    
    
    77,265
    
    
    
    21,769
    
    
    
    99,034Marketing
    
    
    33,325
    
    
    
    9,732
    
    
    
    43,057Other property operating costs
    
    
    141,048
    
    
    
    39,538
    
    
    
    180,586Provision for doubtful accounts
    
    
    7,940
    
    
    
    1,920
    
    
    
    9,860Total property operating expenses
    
    
    346,702
    
    
    
    100,042
    
    
    
    446,744Real estate property net operating income
    
    $
    730,509
    
    
    $
    200,427
    
    
    $
    930,936
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GENERAL GROWTH PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Consolidated Properties real estate property net operating income
    
    $
    458,457
    
    
    $
    256,564
    
    
    $
    1,310,444
    
    
    $
    730,509Management and other fees
    
    
    22,409
    
    
    
    18,400
    
    
    
    65,224
    
    
    
    57,263Property management and other costs
    
    
    (39,646
    )
    
    
    (21,631
    )
    
    
    (113,236
    )
    
    
    (70,954
    )General and administrative
    
    
    (3,559
    )
    
    
    (2,078
    )
    
    
    (10,005
    )
    
    
    (7,080
    )Depreciation and amortization
    
    
    (177,307
    )
    
    
    (82,027
    )
    
    
    (513,691
    )
    
    
    (240,687
    )Other (a)
    
    
    448
    
    
    
    (937
    )
    
    
    1,293
    
    
    
    (2,769
    )Operating income
    
    
    260,802
    
    
    
    168,291
    
    
    
    740,029
    
    
    
    466,282Interest income
    
    
    2,599
    
    
    
    336
    
    
    
    7,305
    
    
    
    1,119Interest expense
    
    
    (270,970
    )
    
    
    (101,017
    )
    
    
    (761,022
    )
    
    
    (278,564
    )(Provision) benefit for income taxes
    
    
    (14,980
    )
    
    
    350
    
    
    
    (27,609
    )
    
    
    (40
    )Income (loss) allocated to minority interests
    
    
    (3,479
    )
    
    
    (24,673
    )
    
    
    (25,121
    )
    
    
    (73,011
    )Equity in income (loss) of unconsolidated affiliates
    
    
    19,194
    
    
    
    19,686
    
    
    
    75,301
    
    
    
    55,770Income (loss) from continuing operations
    
    $
    (6,834
    )
    
    $
    62,973
    
    
    $
    8,883
    
    
    $
    171,556
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GENERAL GROWTH PROPERTIES, INC.
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING INFORMATION
   
    
    Projections of our revenues, income, earnings per share, Funds From Operations (FFO), capital
expenditures, dividends, leverage, capital structure or other financial items;
 
    
    Descriptions of plans or objectives of our management for future operations, including pending acquisitions
and development projects, and debt repayment or restructuring;
 
    
    Forecasts of our future economic performance; and
 
    
    Descriptions of assumptions underlying or relating to any of the foregoing.
  
    
    Future repayment of debt, including the ratio of variable to fixed-rate debt in our portfolio;
 
    
    Future interest rates; and
 
    
    Future development and redevelopment expenditures.
   MANAGEMENTS OVERVIEW & SUMMARY
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GENERAL GROWTH PROPERTIES, INC.
     AcquisitionDate20%
ownership interest in Zaratustra Mall (through Cencom, S.A. (Brazil))
    
    August 350%
ownership interest in Pinnacle Hills Promenade (through Rogers Retail
L.L.C.)
    
    September 3050% interest in Circle T Power Center (through 170 Retail
Associates, LTD)
    
    October 3150% interest in Whalers Village (through GGP/Teachers)
    
    November 1
  GrossAcquisition
    
    
    PurchaseDate
    
    
    Price(In millions)A 50% ownership interest in Burlington Town Center
    
    January 7
    
    $
    10.25Redlands Mall
    
    January 16
    
    
    14.25The remaining 50% ownership interest in Town East Mall
    
    March 1
    
    
    44.5Four Seasons Town Centre
    
    March 5
    
    
    161.0A 33 1/3% ownership interest in GGP/Sambil Costa Rica
    
    April 30
    
    
    9.7A 50% ownership interest in Riverchase Galleria
    
    May 11
    
    
    166.0Mall of Louisiana
    
    May 12
    
    
    265.0The Grand Canal Shoppes
    
    May 17
    
    
    766.0A 50% ownership interest in GGP/NIG Brazil
    
    July 30
    
    
    7.0Stonestown Galleria
    
    August 13
    
    
    312.0The Rouse Company
    
    November 12
    
    
    14,155.0$
    15,910.7
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GENERAL GROWTH PROPERTIES, INC.
     
    
    Renewing expiring leases and re-leasing existing space at rates higher than expiring or
existing rates. The average annual new/renewal lease rate for our Consolidated Retail
Properties for 2005 was $37.34 per square foot which was higher than the average annualized
in place rent per square foot, as detailed in the table immediately below. Lease durations
for in-line specialty stores typically average approximately ten years. As a result, many
leases that are expiring now were signed in the early to mid 1990s during a challenging
retail environment.
 
    
    Increasing occupancy at the properties so that more space is generating rent. The
occupancy percentage at properties which are not under redevelopment in our Retail Company
Portfolio was 92.2 percent at September 30, 2005, compared to 90.8 percent at September 30,
2004.
    
    Increased tenant sales in which we participate through overage rents. For the nine months ended September 30, 2005, tenant sales per square
foot in our Retail Company Portfolio increased almost 13 percent over 2004 to $425 per square foot primarily due to our focus on acquisitions of premier
properties with high productivity, including TRCLP, as well as our focus on operating income growth through aggressive management, remerchandising and reinvestment.
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GENERAL GROWTH PROPERTIES, INC.
  Consolidated
    
    
    Unconsolidated
    
    
    CompanyRetail
    
    
    Retail
    
    
    RetailProperties
    
    
    Properties
    
    
    Portfolio(b)Operating Statistics(a)Occupancy
    
    
    91.8
    %
    
    
    93.1
    %
    
    
    92.2
    %Trailing 12 month total tenant sales per sq. ft. (c)
    
    $
    414
    
    
    $
    447
    
    
    $
    425% change in total sales (c)
    
    
    5.5
    %
    
    
    6.9
    %
    
    
    6.0
    %% change in comparable sales (c)
    
    
    3.2
    
    
    
    4.1
    
    
    
    3.5Mall and freestanding GLA
excluding space under redevelopment (in sq. ft.)
    
    
    41,884,108
    
    
    
    18,699,111
    
    
    
    60,543,219Certain Financial InformationAverage annualized in place rent per sq. ft.
    
    $
    32.62
    
    
    $
    35.96Average rent per sq. ft. for
new/renewal leases
    
    
    37.34
    
    
    
    40.11Average rent per sq. ft. for leases
expiring in 2005
    
    
    29.63
    
    
    
    32.31
 
 (a)
    
    Data is for 100% of the Mall GLA in each portfolio, including those properties that are owned in part by Unconsolidated Real Estate Affiliates.
Data excludes properties currently being redeveloped and/or remerchandised and miscellaneous (non-mall) properties.(b)
    
    Weighted average amounts.(c)
    
    Due to tenant sales reporting timelines, data presented is as of August.     RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
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GENERAL GROWTH PROPERTIES, INC.
 Retail and Other Segment
 For the Three Months EndedSeptember 30,(In thousands)
    
    2005
    
    
    2004
    
    
    $ Increase
    
    
    % IncreaseProperty revenues:Minimum rents
    
    $
    530,786
    
    
    $
    313,854
    
    
    $
    216,932
    
    
    
    69.1
    %Tenant recoveries
    
    
    227,930
    
    
    
    142,495
    
    
    
    85,435
    
    
    
    60.0Overage rents
    
    
    15,216
    
    
    
    10,792
    
    
    
    4,424
    
    
    
    41.0Other
    
    
    44,407
    
    
    
    15,105
    
    
    
    29,302
    
    
    
    194.0Total property revenues
    
    
    818,339
    
    
    
    482,246
    
    
    
    336,093
    
    
    
    69.7Property operating expenses:Real estate taxes
    
    
    64,351
    
    
    
    39,337
    
    
    
    25,014
    
    
    
    63.6Repairs and maintenance
    
    
    56,330
    
    
    
    34,309
    
    
    
    22,021
    
    
    
    64.2Marketing
    
    
    16,282
    
    
    
    15,522
    
    
    
    760
    
    
    
    4.9Other property operating costs
    
    
    125,302
    
    
    
    62,907
    
    
    
    62,395
    
    
    
    99.2Provision for doubtful accounts
    
    
    7,579
    
    
    
    3,256
    
    
    
    4,323
    
    
    
    132.8Total property operating expenses
    
    
    269,844
    
    
    
    155,331
    
    
    
    114,513
    
    
    
    73.7Real estate property net operating income
    
    $
    548,495
    
    
    $
    326,915
    
    
    $
    221,580
    
    
    
    67.8
    %
       Master Planned Communities
  Other Significant Revenues and Expenses
 For the Three Months EndedSeptember 30,(In thousands)
    
    2005
    
    
    2004
    
    
    $ Increase
    
    
    % IncreaseManagement and other fees
    
    $
    22,409
    
    
    $
    18,400
    
    
    $
    4,009
    
    
    
    21.8
    %Property management and other costs
    
    
    39,646
    
    
    
    21,631
    
    
    
    18,015
    
    
    
    83.3Depreciation and amortization
    
    
    177,307
    
    
    
    82,027
    
    
    
    95,280
    
    
    
    116.2Interest expense
    
    
    270,970
    
    
    
    101,017
    
    
    
    169,953
    
    
    
    168.2(Benefit) provision for income taxes
    
    
    14,980
    
    
    
    (350
    )
    
    
    15,330
    
    
    
    4,380.0Equity in income of unconsolidated affiliates
    
    
    19,194
    
    
    
    19,686
    
    
    
    (492
    )
    
    
    (2.5
    )
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GENERAL GROWTH PROPERTIES, INC.
      RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
 Retail and Other Segment
 For the Nine Months EndedSeptember 30,(In thousands)
    
    2005
    
    
    2004
    
    
    $ Increase
    
    
    % IncreaseProperty revenues:Minimum rents
    
    $
    1,541,134
    
    
    $
    896,694
    
    
    $
    644,440
    
    
    
    71.9
    %Tenant recoveries
    
    
    676,884
    
    
    
    412,740
    
    
    
    264,144
    
    
    
    64.0Overage rents
    
    
    41,395
    
    
    
    26,594
    
    
    
    14,801
    
    
    
    55.7Other
    
    
    131,294
    
    
    
    41,652
    
    
    
    89,642
    
    
    
    215.2Total property revenues
    
    
    2,390,707
    
    
    
    1,377,680
    
    
    
    1,013,027
    
    
    
    73.5Property operating expenses:Real estate taxes
    
    
    197,995
    
    
    
    114,207
    
    
    
    83,788
    
    
    
    73.4Repairs and maintenance
    
    
    176,835
    
    
    
    99,034
    
    
    
    77,801
    
    
    
    78.6Marketing
    
    
    46,328
    
    
    
    43,057
    
    
    
    3,271
    
    
    
    7.6Other property operating costs
    
    
    383,760
    
    
    
    180,586
    
    
    
    203,174
    
    
    
    112.5Provision for doubtful accounts
    
    
    17,705
    
    
    
    9,860
    
    
    
    7,845
    
    
    
    79.6Total property operating expenses
    
    
    822,623
    
    
    
    446,744
    
    
    
    375,879
    
    
    
    84.1Real estate property net operating income
    
    $
    1,568,084
    
    
    $
    930,936
    
    
    $
    637,148
    
    
    
    68.4
    %
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GENERAL GROWTH PROPERTIES, INC.
       Master Planned Communities
  Other Significant Revenues and Expenses
 For the Nine Months EndedSeptember 30,(In thousands)
    
    2005
    
    
    2004
    
    
    $ Increase
    
    
    % IncreaseManagement and other fees
    
    $
    65,224
    
    
    $
    57,263
    
    
    $
    7,961
    
    
    
    13.9
    %Property management and other costs
    
    
    113,236
    
    
    
    70,954
    
    
    
    42,282
    
    
    
    59.6Depreciation and amortization
    
    
    513,691
    
    
    
    240,687
    
    
    
    273,004
    
    
    
    113.4Interest expense
    
    
    761,022
    
    
    
    278,564
    
    
    
    482,458
    
    
    
    173.2Provision for income taxes
    
    
    27,609
    
    
    
    40
    
    
    
    27,569
    
    
    
    68,922.5Equity in income of unconsolidated affiliates
    
    
    75,301
    
    
    
    55,770
    
    
    
    19,531
    
    
    
    35.0
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GENERAL GROWTH PROPERTIES, INC.
    Cash Flows from Operating Activities
  Cash Flows from Investing Activities
   Cash Flows from Financing Activities
  35 of 43




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GENERAL GROWTH PROPERTIES, INC.
  September 30,
    
    
    December 31,(In millions)
    
    2005
    
    
    2004Consolidated:Fixed-rate debt
    
    $
    14,717
    
    
    $
    11,860Variable-rate debt:2004 Credit Facility:Six-month bridge loan
    
    
    
    
    
    
    750Three-year term loan
    
    
    2,886
    
    
    
    3,300Four-year term loan
    
    
    1,985
    
    
    
    2,000Revolving credit facility
    
    
    156
    
    
    
    150Total 2004 Credit Facility
    
    
    5,027
    
    
    
    6,200Other variable-rate debt
    
    
    773
    
    
    
    2,251Total variable-rate debt
    
    
    5,800
    
    
    
    8,451Total consolidated
    
    $
    20,517
    
    
    $
    20,311Weighted-average interest rate
    
    
    5.49
    %
    
    
    5.16
    %Unconsolidated Real Estate Affiliates:Fixed-rate debt
    
    $
    2,555
    
    
    $
    2,112Variable-rate debt
    
    
    536
    
    
    
    723Total Unconsolidated Real Estate Affiliates
    
    $
    3,091
    
    
    $
    2,835Weighted-average interest rate
    
    
    5.42
    %
    
    
    5.16%
    
    
    Refinancing low loan-to-value mortgages on existing properties
    
    Placing mortgages on currently unencumbered properties
    
    Selective asset sales of office and industrial properties
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GENERAL GROWTH PROPERTIES, INC.
    Contractual Obligations and Commitments
  REIT STATUS
  
    
    Scheduled increases in base rents of existing leases
    
    Changes in minimum base rents and/or overage rents attributable to replacement of
existing leases with new or renewal leases
    
    Changes in occupancy rates at existing properties and procurement of leases for newly
developed properties
    
    Necessary capital improvement expenditures or debt repayments at existing properties
    
    Our share of distributions of operating cash flow generated by the Unconsolidated Real
Estate Affiliates, less oversight costs and debt service on additional loans that have been
or will be incurred
    
    Anticipated proceeds from sales in our Master Planned Communities segment.
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GENERAL GROWTH PROPERTIES, INC.
 SEASONALITY
  USE OF ESTIMATES
  CRITICAL ACCOUNTING POLICIES
  ECONOMIC CONDITIONS
  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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GENERAL GROWTH PROPERTIES, INC.
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      
 ITEM 4. CONTROLS AND PROCEDURES
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GENERAL GROWTH PROPERTIES, INC.
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
 Issuer Purchases of Equity Securities (1)
 Approximate DollarTotal Number of Shares
    
    
    Value of Shares thatTotal Number of
    
    
    
    
    
    
    Purchased as Part of
    
    
    May Yet be PurchasedShares
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Under the Plans orPeriod
    
    Purchased
    
    
    Paid per Share
    
    
    Plans or Programs
    
    
    ProgramsAugust 3-31 2005
    
    
    1,248,500
    
    
    $
    44.59
    
    
    
    1,248,500
    
    
    $
    144,332,383September 1-30
2005
    
    
    965,500
    
    
    
    45.48
    
    
    
    965,500
    
    
    
    100,420,198Total
    
    
    2,214,000
    
    
    $
    44.98
    
    
    
    2,214,000
    
    
    $
    100,420,198
 (1)
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
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GENERAL GROWTH PROPERTIES, INC.
 
 ITEM 6. EXHIBITS
 10.1
    
    Fourth Amendment, dated as of September 15, 2005 and effective on September
22, 2005 (the Fourth Amendment) to the Amended and Restated Credit Agreement,
dated as of November 12, 2004, among General Growth Properties, Inc., GGP Limited
Partnership and GGPLP L.L.C., as Borrowers, the Lenders parties thereto, Banc of
America Securities LLC, Credit Suisse First Boston, Lehman Brothers Inc. and
Wachovia Capital Markets, LLC, as joint advisors, joint arrangers and joint
bookrunners, Bank of America, N.A. and Credit Suisse First Boston, as syndication
agents, Eurohypo AG, New York Branch, as documentation agent, Lehman Commercial
Paper Inc., as Tranche B administrative agent, and Wachovia Bank, National
Association, as general administrative agent (previously
filed as Exhibit 10.5 to the Current Report on Form 8-K dated September 22, 2005
which was filed with the SEC on September 26, 2005).10.2
    
    Summary of Non-Employee Director Compensation Program (previously filed
as Exhibit 10.1 to the Current Report on Form 8-K dated July 26, 2005, which was
filed with the SEC on July 28, 2005).31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURE
  GENERAL GROWTH PROPERTIES, INC.
          (Registrant)Date: November 9, 2005
    By:
    /s/:Bernard FreibaumBernard FreibaumExecutive Vice President and Chief Financial Officer
(On behalf of the registrant and as Principal Accounting Officer) 42 of 43




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EXHIBIT INDEX
 10.1
    
    Fourth Amendment, dated as of September 15, 2005 and effective on September
22, 2005 (the Fourth Amendment) to the Amended and Restated Credit Agreement,
dated as of November 12, 2004, among General Growth Properties, Inc., GGP Limited
Partnership and GGPLP L.L.C., as Borrowers, the Lenders parties thereto, Banc of
America Securities LLC, Credit Suisse First Boston, Lehman Brothers Inc. and
Wachovia Capital Markets, LLC, as joint advisors, joint arrangers and joint
bookrunners, Bank of America, N.A. and Credit Suisse First Boston, as syndication
agents, Eurohypo AG, New York Branch, as documentation agent, Lehman Commercial
Paper Inc., as Tranche B administrative agent, and Wachovia Bank, National
Association, as general administrative agent (previously
filed as Exhibit 10.5 to the Current Report on Form 8-K dated September 22, 2005
which was filed with the SEC on September 26, 2005).10.2
    
    Summary of Non-Employee Director Compensation Program (previously filed
as Exhibit 10.1 to the Current Report on Form 8-K dated July 26, 2005, which was
filed with the SEC on July 28, 2005).31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 43 of 43