Exhibit 99.1
NEWS RELEASE | 
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FOR IMMEDIATE RELEASE | |
GENERAL GROWTH PROPERTIES REPORTS
Q4 AND FULL YEAR 2010 FINANCIAL RESULTS
Chicago, Illinois, February 28, 2011 -- General Growth Properties,Inc. (NYSE: GGP) (“GGP” or the “Company”) today announced its financial results under GAAP for the three and twelve months ended December 31, 2010.
GAAP OPERATING RESULTS AND EARNINGS PER SHARE (“EPS”)
| | Q4 | | ANNUAL | |
| | Nov 10 - Dec 31, 2010 | | Oct 1 - Nov 9, 2010 | | Three Months Ended Dec 31, 2009 | | Nov 10 - Dec 31, 2010 | | Jan 1 - Nov 9, 2010 | | Twelve Months Ended Dec 31, 2009 | |
[ $THOUSANDS EXCEPT PER SHARE ] | | Successor | | Predecessor | | Predecessor | | Successor | | Predecessor | | Predecessor | |
TOTAL REVENUES | | $416,542 | | $309,602 | | $734,205 | | $416,542 | | $2,406,944 | | $2,881,387 | |
OPERATING INCOME | | $86,099 | | $124,281 | | $83,169 | | $86,099 | | $909,364 | | $537,414 | |
NET LOSS | | ($254,216) | | ($888,702) | | ($612,359) | | ($254,216) | | ($1,185,758) | | ($1,284,689) | |
TOTAL BASIC AND DILUTED (LOSS) EPS | | ($0.27) | | ($2.80) | | | | ($0.27) | | ($3.74) | | | |
GGP’s emergence resulted in the application of the acquisition method of accounting as of November 9, 2010, and, therefore, financial results subsequent to that date are required to be presented separately for accounting purposes (the “Successor”). To facilitate comparisons with our fourth quarter and annual 2009 results, we have combined such 2010 Predecessor and Successor financial results in schedules included within this release and described as “combined.” The Company considers this combined presentation as complementary to the GAAP results as it facilitates an understanding of the operating results for the period, but should not be considered a substitute for the GAAP financial presentation. Also, concurrent with this release, the Company has made available on its website its quarterly package of supplemental financial and operational information (the “Supplemental 8;) which provides additional result detail.
2010 AND 2009 CORE NOI, CORE EBITDA, CORE FFO AND FFO
The following discussion is At Share, refer to the Supplemental for details
| | Combined Three Months Ended December 31 | | Combined Twelve Months Ended December 31 | |
[ $THOUSANDS EXCEPT PER SHARE AND NUMBER OF SHARES ] | | 2010 | | 2009 | | 2010 | | 2009 | |
CORE NOI1 | | $588,373 | | $582,889 | | $2,231,181 | | $2,263,223 | |
CORE EBITDA1 | | $535,531 | | $532,475 | | $2,060,819 | | $2,093,208 | |
CORE FFO1 | | $249,752 | | $231,868 | | $901,064 | | $881,073 | |
FFO | | $254,877 | | ($413,897) | | $600,482 | | ($421,384) | |
CORE FFO PER SHARE2 | | $0.25 | | $0.73 | | $0.91 | | $2.76 | |
FFO PER SHARE2 | | $0.26 | | ($1.29) | | $0.60 | | ($1.32) | |
COMMON SHARES OUTSTANDING | | | | | | 993,998,837 | | 319,646,263 | |
For analytical and comparison purposes, in certain schedules the operations of the Predecessor and Successor are combined to present totals for the period.
(1) In order to present GGP’s operations in a manner most relevant to its future operations, CORE EBITDA, CORE FFO and CORE NOI (all as defined below) have been presented to exclude certain non-comparable and non-recurring revenues and expenses.
(2) Per share amounts calculated using December 31 diluted common shares outstanding and reflected as if those shares were outstanding during the entire period shown, which is different than how total basic and diluted EPS is computed under GAAP, which is based on the weighted average shares outstanding during the period. We have presented FFO and CORE FFO per share based on diluted amounts outstanding at the end of the period as we believe such information is more meaningful and reflects the significant capital changes that occured due to the Company’s emergence.
(3) See definitions under “Non-GAAP Supplemental Financial Measures and Definitions”.
CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com
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QUARTERLY AND YEARLY HIGHLIGHTS
· Comparable Tenant Sales on a trailing 12 month basis increased to $446 per square foot or 6.4% compared to the same period last year. We have had tenant sales increases every month since December 2009.
· Regional Mall Occupancy remained stable at 92.9% compared to the prior year; while rental spread on permanent tenant occupancy was 2.9% in 2010.
· During 2010, we executed 2,400 new and renewal leases totaling 7.3 million square feet.
· 2010 Core NOI was $2.23 billion and remained relatively unchanged year-over-year.
· On January 17, 2011, Sandeep Mathrani assumed the role of chief executive officer.
· Recent additions to our senior management team in the areas of leasing and anchor store relationships are expected to further drive our progress in 2011.
“The fourth quarter 2010 was a defining moment for GGP and it set the stage for us to build the best retail real estate company in the country. With a new management team in place, a team that has tremendous experience and expertise, we anticipate a long-term positive impact on our properties and the company. We now have focus and commitment to drive revenue and invest capital with discipline to create value for our shareholders,” said Sandeep Mathrani, chief executive officer of General Growth Properties.
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009
· Revenues remained consistent with the same period in 2009 after adjusting for the results of acquisition accounting applied upon emergence.
· G&A was higher in 2010 by $17.8 million due to incurrence after emergence of legal, consultant and other emergence related costs (not classified as reorganization costs), partially offset by the sale of our Third Party Management Company.
· Based on the results of Old GGP’s evaluations for impairment, impairment charges of approximately $197.3 million were recognized for the quarter ended December 31, 2009.
· Permanent Warrant expense of $205.3 million in the quarter ended December 31, 2010, was due to the non-cash, mark-to-market expense related to the Permanent Warrant liability as of such date, primarily due to the increase in price of GGP’s common stock since the Effective Date.
FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2010 and 2009
· Total revenues decreased $59.3 million primarily as a result of acquisition accounting applied upon emergence totaling $20 million, as well as a decrease in Specialty Leasing by $15 million.
· Other property operating costs decreased $13.8 million due to an $8 million settlement with a utility provider and lower energy rates, driving energy expense down.
· Improvement in provision for doubtful accounts due to better overall general economic conditions.
CAPITAL TRANSACTIONS AND LIQUIDITY
· On February 25, 2011, GGP announced an amendment to its existing $300 million three-year senior secured revolving credit facility (the “Revolver”). The amendment increases the Revolver commitment amount up to approximately $720 million and adds a provision that, subject to satisfaction of certain conditions, allows the Company to further increase the commitment amounts up to $1 billion. The amendment also provides a step-down in interest rates and collateral requirements as the overall leverage of the Company improves. The Revolver remains undrawn at close and will provide additional financial flexibility.
· Since July 2010, GGP has closed in excess of $2.5 billion, at share, of new mortgage financing. We anticipate pursuing an additional $1 billion of financing in the second quarter of 2011 to further extend the debt maturity profile in this low interest rate environment and reduce near-term amortization.
· In December we sold four properties (Gateway Overlook, Plaza 9400, Division Crossing and Halsey Crossing) and the substantial portion of another property (Lockport Mall), generating $84.6 million in cash. GGP is under contract to sell Arizona Center, an urban mixed-use property located in downtown Phoenix, Arizona. The sale is anticipated to close (subject only to customary closing conditions) on or prior to March 15, 2011, and is expected to generate approximately $128 million in pre-tax net proceeds.
CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com
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· Reflective of our focus on our high-quality properties, we have transferred five of our Special Consideration Properties to their respective lenders (two in November 2010 and three in February 2011) pursuant to agreements negotiated in conjunction with our secured property debt restructuring. The remaining eight Special Consideration Properties are expected to be sold or transferred to the applicable lenders by the summer of 2011. All Special Consideration Properties have been classified as discontinued operations for financial reporting purposes.
STOCK OFFERING TRANSACTIONS
On November 9, 2010, GGP emerged through the contribution of approximately $6.8 billion from Brookfield, Pershing Square, Fairholme, Blackstone and Texas Teachers (the “New Investors”); the spin-off to GGP’s former stockholders of the Master Planned Communities and certain other properties; and the agreement to repay in full the remaining allowed bankruptcy claims of the debtors that remained in bankruptcy. On November 15 (and November 23 with respect to the underwriters’ option to purchase additional shares), we sold approximately 154.9 million shares of our common stock to the public, at $14.75 per share (before underwriting discounts), and bought back approximately 179.3 million shares of our common stock from the New Investors as permitted by the respective agreements. This resulted in proceeds of an additional $700 million over and above the initial contributions from t he New Investors. As a result of the HHC spin-off, the operations of the properties distributed, including all of the operations of the Master Planned Communities, have been reclassified to discontinued operations and excluded from our real estate property net operating income (“NOI”) and other performance metrics for all periods presented.
FOURTH QUARTER 2010 AND YEAR-END EARNINGS CALL
An earnings call is scheduled on March 1, 2011, at 9:00 a.m. Eastern time with Chief Executive Officer Sandeep Mathrani and Chief Financial Officer Steve Douglas. To participate, log on to www.GGP.com 10 minutes prior to the start time. Participants wanting to ask questions of Messrs Mathrani and Douglas must participate by phone by dialing one of the following numbers: Operator Assisted Toll-Free Dial-In Number: (877) 845-1018; Operator Assisted International Dial-In Number: (707) 287-9345.
“Sales figures are starting to bounce back for our retailers. Unemployment is seeing small, but steady decreases. Consumer confidence is returning. These are all positive indicators that our industry is moving in the right direction. With our best-in-class assets, our leadership team, and financial flexibility, we believe we are well-positioned for short-term and long-term success,” said Mr. Mathrani.
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NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS
REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND CORE NOI
The Company believes that NOI is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, property maintenance costs, marketing and other property expenses). NOI has been reflected on a proportionate basis (at the Company’s ownership share). Other REITs may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or other non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to non-controlling interests, reorganization items, strategic initiatives, provision for income taxes, d iscontinued operations and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs. This measure thereby provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Company’s operating results, gross margins and investment returns.
In addition, management believes that NOI provides useful information to the investment community about the Company’s operating performance. However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Company’s financial performance.
CORE NOI excludes from both years the NOI impacts of non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization resulting from acquisition accounting. We present Core NOI, and Core EBITDA and Core FFO as below, as we believe certain investors and other users of our financial information use them as measures of the Company’s historical operating performance.
CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com
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EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AS AMORTIZATION
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is defined as net income (loss) attributable to common stockholders, adjusted to exclude interest expense net of interest income, Permanent Warrant expense, income tax provision (benefit), discontinued operations, allocations to non-controlling interests, depreciation and amortization. “Core EBITDA” comprises EBITDA as defined immediately above and excludes certain non-cash and certain non-recurring items such as our Core NOI adjustments described above, provisions for impairment, emergence reorganization items, strategic initiatives and certain management and administration costs.
FUNDS FROM OPERATIONS (“FFO”) AND CORE FFO
The Company, consistent with real estate industry and investment community preferences, uses FFO as a supplemental measure of operating performance for a Real Estate Investment Trust (REIT). The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) attributable to common stockholders (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, plus real estate related depreciation and amortization and including adjustments for unconsolidated partnerships and joint ventures.
The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Company’s properties. FFO does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Company’s operating performance. As with our presentation of Core NOI and Core EBITDA, Core FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Core NOI adjustments, Core EBITDA adjustments, and FFO items such as FFO from discontinued operations, Permanent Warrant expense, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events.
RECONCILIATIONS OF NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Core NOI, EBITDA, Core EBITDA, FFO and Core FFO, reconciliations have been provided as follows: a reconciliation of NOI and Core NOI to GAAP Operating Income (loss); a reconciliation of EBITDA and Core EBITDA to GAAP net income, a reconciliation of Core FFO and FFO to GAAP net income (loss) attributable to common stockholders has been provided. None of our non-GAAP Supplemental Financial measures represent cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to common stockholders and none are necessarily indicative of cash available to fund cash needs. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Company’s owner ship share) as the Company believes that given the significance of the Company’s operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Company’s unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, our ability to refinance, extend, restructure or repay our remaining debt (including that of our Unconsolidated Real Estate Affiliates) with maturities in the short to intermediate term, our ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, our liquidity demands and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obliga tion to update any forward-looking statements.
ABOUT GGP
GGP is one of the nation’s largest shopping center owners. GGP has ownership and management interest in 169 regional and super regional shopping malls in 43 states. The company portfolio totals 174 million square feet of retail space. A publicly-traded real estate investment trust (REIT), GGP is listed on the New York Stock Exchange under the symbol GGP.
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CONTACT: David Keating, vice president of corporate communications, (312) 960-6325, david.keating@ggp.com
FINANCIAL OVERVIEW | 
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Consolidated Statements of Income (1) |
(In thousands, except per share) |
| | Three Months Ended | | Twelve Months Ended | |
| | Nov 10 - | | Oct 1 - | | Oct 1 - | | | | Nov 10 - | | Jan 1 - | | Jan 1 - | | | |
| | Dec 31, 2010 | | Nov 9, 2010 | | Dec 31, 2010 | | Dec 31, 2009 | | Dec 31, 2010 | | Nov 9, 2010 | | Dec 31, 2010 | | Dec 31, 2009 | |
| | Successor | | Predecessor | | Combined (2) | | Predecessor | | Successor | | Predecessor | | Combined (2) | | Predecessor | |
Revenues: | | | | | | | | | | | | | | | | | |
Minimum rents | | $ | 261,316 | | $ | 200,749 | | $ | 462,065 | | $ | 468,334 | | $ | 261,316 | | $ | 1,558,069 | | $ | 1,819,385 | | $ | 1,845,844 | |
Tenant recoveries | | 109,757 | | 85,062 | | 194,819 | | 196,265 | | 109,757 | | 694,360 | | 804,117 | | 829,249 | |
Overage rents | | 19,804 | | 9,074 | | 28,878 | | 24,188 | | 19,804 | | 34,776 | | 54,580 | | 48,447 | |
Management fees and other corporate revenues | | 8,894 | | 6,288 | | 15,182 | | 18,244 | | 8,894 | | 54,351 | | 63,245 | | 75,304 | |
Other | | 16,771 | | 8,429 | | 25,200 | | 27,174 | | 16,771 | | 65,388 | | 82,159 | | 82,543 | |
Total revenues | | 416,542 | | 309,602 | | 726,144 | | 734,205 | | 416,542 | | 2,406,944 | | 2,823,486 | | 2,881,387 | |
Expenses: | | | | | | | | | | | | | | | | | |
Real estate taxes | | 36,585 | | 26,595 | | 63,180 | | 63,906 | | 36,585 | | 222,459 | | 259,044 | | 255,869 | |
Property maintenance costs | | 20,901 | | 12,195 | | 33,096 | | 37,185 | | 20,901 | | 92,212 | | 113,113 | | 104,644 | |
Marketing | | 12,245 | | 3,426 | | 15,671 | | 11,743 | | 12,245 | | 24,271 | | 36,516 | | 32,153 | |
Other property operating costs | | 68,692 | | 54,692 | | 123,384 | | 119,517 | | 68,692 | | 396,320 | | 465,012 | | 471,810 | |
Provision for doubtful accounts | | 480 | | 1,956 | | 2,436 | | 3,802 | | 480 | | 15,870 | | 16,350 | | 26,944 | |
Property management and other costs | | 29,821 | | 12,763 | | 42,584 | | 45,281 | | 29,821 | | 137,834 | | 167,655 | | 173,425 | |
General and administrative | | 22,262 | | 2,058 | | 24,320 | | 8,728 | | 22,262 | | 24,735 | | 46,997 | | 32,299 | |
Strategic initiatives | | — | | — | | — | | — | | — | | — | | — | | 61,961 | |
Provisions for impairment | | — | | 148 | | 148 | | 190,855 | | — | | 15,733 | | 15,733 | | 475,607 | |
Depreciation and amortization | | 139,457 | | 71,488 | | 210,945 | | 170,019 | | 139,457 | | 568,146 | | 707,603 | | 709,261 | |
Total expenses | | 330,443 | | 185,321 | | 515,764 | | 651,036 | | 330,443 | | 1,497,580 | | 1,828,023 | | 2,343,973 | |
Operating income | | | 86,099 | | | 124,281 | | | 210,380 | | | 83,169 | | | 86,099 | | | 909,364 | | | 995,463 | | | 537,414 | |
Interest income | | 723 | | 562 | | 1,285 | | 363 | | 723 | | 1,524 | | 2,247 | | 1,618 | |
Interest expense | | (139,130 | ) | (187,467 | ) | (326,597 | ) | (319,097 | ) | (139,130 | ) | (1,249,444 | ) | (1,388,574 | ) | (1,290,176 | ) |
Permanent Warrant expense | | (205,252 | ) | — | | (205,252 | ) | — | | (205,252 | ) | — | | (205,252 | ) | — | |
Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items | | | (257,560 | ) | | (62,624 | ) | | (320,184 | ) | | (235,565 | ) | | (257,560 | ) | | (338,556 | ) | | (596,116 | ) | | (751,144 | ) |
(Provision for) benefit from income taxes | | 8,929 | | 61,915 | | 70,844 | | 10,870 | | 8,929 | | 60,573 | | 69,502 | | (6,469 | ) |
Equity in (loss) income of Unconsolidated Real Estate Affiliates | | (504 | ) | (32,190 | ) | (32,694 | ) | (3,285 | ) | (504 | ) | 21,857 | | 21,353 | | 32,843 | |
Reorganization items | | — | | (228,040 | ) | (228,040 | ) | 148,989 | | — | | (339,874 | ) | (339,874 | ) | 104,976 | |
Loss from continuing operations | | (249,135 | ) | (260,939 | ) | (510,074 | ) | (78,991 | ) | (249,135 | ) | (596,000 | ) | (845,135 | ) | (619,794 | ) |
Discontinued operations | | (6,949 | ) | (655,891 | ) | (662,840 | ) | (545,325 | ) | (6,949 | ) | (616,362 | ) | (623,311 | ) | (684,829 | ) |
Net loss | | (256,084 | ) | (916,830 | ) | (1,172,914 | ) | (624,316 | ) | (256,084 | ) | (1,212,362 | ) | (1,468,446 | ) | (1,304,623 | ) |
Allocation to noncontrolling interests | | 1,868 | | 28,128 | | 29,996 | | 11,957 | | 1,868 | | 26,604 | | 28,472 | | 19,934 | |
Net loss attributable to common stockholders | | $ | (254,216 | ) | $ | (888,702 | ) | $ | (1,142,918 | ) | $ | (612,359 | ) | $ | (254,216 | ) | $ | (1,185,758 | ) | $ | (1,439,974 | ) | $ | (1,284,689 | ) |
Basic and Diluted (Loss) Earnings Per Share: | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.26 | ) | $ | (0.77 | ) | | | $ | (0.21 | ) | $ | (0.26 | ) | $ | (1.84 | ) | | | $ | (1.92 | ) |
Discontinued operations | | (0.01 | ) | (2.03 | ) | | | (1.75 | ) | (0.01 | ) | (1.90 | ) | | | (2.19 | ) |
Total basic and diluted (loss) earnings per share | | $ | (0.27 | ) | $ | (2.80 | ) | | | $ | (1.96 | ) | $ | (0.27 | ) | $ | (3.74 | ) | | | $ | (4.11 | ) |
(1) Successor and Predecessor amounts presented in accordance with GAAP.
(2) For analytical and comparison purposes, the operations of the Predecessor and Successor are Combined to present totals for the period.
FINANCIAL OVERVIEW | 
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Consolidated Balance Sheets (1) |
(in thousands) |
| | As of December 31, | | As of December 31, | |
| | 2010 (2) | | 2009 | |
Assets: | | | | | |
Investment in real estate: | | | | | |
Land | | $ | 4,644,712 | | $ | 3,327,447 | |
Buildings and equipment | | 20,300,355 | | 22,851,511 | |
Less accumulated depreciation | | (129,794 | ) | (4,494,297 | ) |
Developments in progress | | 117,137 | | 417,969 | |
Net property and equipment | | 24,932,410 | | 22,102,630 | |
Investment in and loans to/from Unconsolidated Real Estate Affiliates | | 3,231,660 | | 1,979,313 | |
Investment property and property held for development and sale | | — | | 1,753,175 | |
Net investment in real estate | | 28,164,070 | | 25,835,118 | |
Cash and cash equivalents | | 1,021,311 | | 654,396 | |
Accounts and notes receivable, net | | 114,099 | | 404,041 | |
Goodwill | | — | | 199,664 | |
Deferred expenses, net | | 175,669 | | 301,808 | |
Prepaid expenses and other assets | | 2,300,452 | | 754,747 | |
Assets held for disposition | | 591,778 | | — | |
Total Assets | | $ | 32,367,379 | | $ | 28,149,774 | |
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Liabilities: | | | | | |
Mortgages, notes and loans payable | | $ | 18,047,957 | | $ | 7,300,772 | |
Investment in and loans to/from Unconsolidated Real Estate Affiliates | | — | | 38,289 | |
Deferred tax liabilities | | 36,463 | | 866,400 | |
Permanent warrant liability | | 1,041,004 | | — | |
Tax indemnification liability | | 303,750 | | — | |
Accounts payable and accrued expenses | | 1,931,970 | | 1,122,888 | |
Liabilities held for disposition | | 592,122 | | — | |
Liabilities not subject to compromise | | 21,953,266 | | 9,328,349 | |
Liabilities subject to compromise | | — | | 17,767,253 | |
Total Liabilities | | $ | 21,953,266 | | $ | 27,095,602 | |
Redeemable noncontrolling interests: | | | | | |
Preferred | | 120,756 | | 120,756 | |
Common | | 111,608 | | 86,077 | |
Total Redeemable Noncontrolling Interests | | $ | 232,364 | | $ | 206,833 | |
Equity: | | | | | |
Total stockholders’ equity | | 10,079,102 | | 822,963 | |
Noncontrolling interests in consolidated real estate affiliates | | 102,647 | | 24,376 | |
Total Equity | | 10,181,749 | | 847,339 | |
Total Liabilities and Equity | | $ | 32,367,379 | | $ | 28,149,774 | |
(1) Presented in accordance with GAAP
(2) Effected for the application of Acquisition Accounting on the Effective Date.
FINANCIAL OVERVIEW - Proportionate Schedules | 
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Reconciliation of Core NOI, Core EBITDA, and Core FFO, at share |
(in thousands, except per share) |
| | Three Months Ended | | Twelve Months Ended | |
| | Dec 31, 2010 | | Dec 31, 2009 | | Dec 31, 2010 | | Dec 31, 2009 | |
| | Combined | | Predecessor | | Combined | | Predecessor | |
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NOI | | $ | 569,302 | | $ | 578,611 | | $ | 2,246,036 | | $ | 2,293,204 | |
Core NOI adjustments: | | | | | | | | | |
Straight-line rent (1) | | (7,265 | ) | (408 | ) | (40,988 | ) | (33,911 | ) |
Above- and below-market tenant leases, net (1) | | 18,531 | | (1,950 | ) | 14,313 | | (11,215 | ) |
Above- and below-market ground rent expense, net (1) | | (39 | ) | — | | (39 | ) | — | |
Above- and below-market building rent, net (1) | | 242 | | — | | 242 | | — | |
Other | | 7,602 | | 6,636 | | 11,617 | | 15,145 | |
Total Core NOI adjustments | | 19,071 | | 4,278 | | (14,855 | ) | (29,981 | ) |
Core NOI | | $ | 588,373 | | $ | 582,889 | | $ | 2,231,181 | | $ | 2,263,223 | |
| | | | | | | | | |
EBITDA | | $ | 251,558 | | $ | 479,169 | | $ | 1,676,272 | | $ | 1,675,634 | |
Core NOI adjustments | | 19,071 | | 4,278 | | (14,855 | ) | (29,981 | ) |
Provisions for impairment | | 21,222 | | 197,304 | | 37,248 | | 485,260 | �� |
Reorganization items (2) | | 228,040 | | (148,989 | ) | 339,874 | | (104,976 | ) |
Strategic initiatives | | — | | — | | — | | 61,961 | |
Management and administrative costs, net (3) | | 15,640 | | 713 | | 22,280 | | 5,310 | |
Total Core EBITDA adjustments | | 283,973 | | 53,306 | | 384,547 | | 417,574 | |
Core EBITDA | | $ | 535,531 | | $ | 532,475 | | $ | 2,060,819 | | $ | 2,093,208 | |
| | | | | | | | | |
FFO | | $ | 254,877 | | $ | (413,897 | ) | $ | 600,482 | | $ | (421,384 | ) |
Core EBITDA adjustments | | 283,973 | | 53,306 | | 384,547 | | 417,574 | |
FFO from discontinued operations | | (506,490 | ) | 541,481 | | (613,146 | ) | 641,245 | |
Mark to market adjustments on debt | | 4,523 | | (3,308 | ) | 44,094 | | (14,194 | ) |
Default interest | | 50,010 | | 903 | | 135,473 | | 903 | |
Interest expense relating to extinguished debt | | 28,335 | | 64,006 | | 213,831 | | 249,658 | |
Permanent warrant liability expense | | 205,252 | | — | | 205,252 | | — | |
Provision for (benefit from) income taxes | | (70,728 | ) | (10,623 | ) | (69,469 | ) | 7,271 | |
Total FFO adjustments | | (5,125 | ) | 645,765 | | 300,582 | | 1,302,457 | |
Core FFO | | $ | 249,752 | | $ | 231,868 | | $ | 901,064 | | $ | 881,073 | |
Core FFO per share diluted (4) | | $ | 0.25 | | $ | 0.73 | | $ | 0.91 | | $ | 2.76 | |
(1) | These items were impacted by the effects of acquisition accounting as of November 9, 2010. |
(2) | Reorganization items reflect bankruptcy- related activity, including gains/losses on liabilities subject to compromise, interest income, U.S. Trustee fees, and other restructuring costs, incurred during the Chapter 11 cases from April 16, 2009 to November 9, 2010. |
(3) | Refer to Page 11 (Management and Administrative Costs, net). |
(4) | Core FFO and FFO per share amounts determined using December 31 diluted common shares outstanding and calculated assuming the shares were outstanding for the entire period. |
FINANCIAL OVERVIEW - Proportionate Schedules | 
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Non-Cash Revenue and Expenses Reflected In FFO, at share |
(In thousands) |
| | Consolidated Properties | | Unconsolidated Properties | | Consolidated Properties | | Unconsolidated Properties | |
| | Successor | | Predecessor | | Combined | | Successor | | Predecessor | | Combined | | Predecessor | |
Three Months Ended | | Nov 10 - Dec 31, 2010 | | Oct 1 - Nov 9, 2010 | | Dec 31, 2010 | | Nov 10 - Dec 31, 2010 | | Oct 1 - Nov 9, 2010 | | Dec 31, 2010 | | Dec 31, 2009
| |
| | | | | | | | | | | | | | | | | |
Minimum rents: | | | | | | | | | | | | | | | | | |
Above- and below-market tenant leases, net | | $ | (16,269 | ) | $ | 496 | | $ | (15,773 | ) | $ | (2,689 | ) | $ | (69 | ) | $ | (2,758 | ) | $ | 2,339 | | $ | (389 | ) |
Straight-line rent | | 3,204 | | 3,383 | | 6,587 | | 406 | | 273 | | 679 | | 135 | | 273 | |
Real estate taxes: | | | | | | | | | | | | | | | | | |
Real estate tax stabilization agreement | | (899 | ) | (425 | ) | (1,324 | ) | — | | — | | — | | (981 | ) | — | |
Other property operating costs: | | | | | | | | | | | | | | | | | |
Non-cash ground rent expense | | (960 | ) | (707 | ) | (1,667 | ) | (100 | ) | (93 | ) | (193 | ) | (1,666 | ) | (247 | ) |
Property management and other costs: | | | | | | | | | | | | | | | | | |
Above -and below-market building rent, net | | (242 | ) | — | | (242 | ) | — | | — | | — | | — | | — | |
Provisions for impairment | | — | | (148 | ) | (148 | ) | — | | (21,074 | ) | (21,074 | ) | (190,855 | ) | (6,449 | ) |
Interest expense: | | | | | | | | | | | | | | | | | |
Mark-to-market adjustments on debt | | 2,898 | | (6,731 | ) | (3,833 | ) | (700 | ) | 10 | | (690 | ) | 3,171 | | 137 | |
Amortization of deferred finance costs | | (44 | ) | (1,067 | ) | (1,111 | ) | (21 | ) | (232 | ) | (253 | ) | (9,582 | ) | (370 | ) |
Amortization of discount on exchangeable notes | | — | | (3,158 | ) | (3,158 | ) | — | | — | | — | | (7,041 | ) | — | |
Termination of interest rate swaps | | — | | — | | — | | — | | — | | — | | (4,520 | ) | — | |
Debt extinguishment costs | | — | | — | | — | | (1 | ) | — | | (1 | ) | — | | — | |
Permanent warrant liability expense | | (205,252 | ) | — | | (205,252 | ) | — | | — | | — | | — | | — | |
Non-cash reorganization items | | — | | (134,870 | ) | (134,870 | ) | — | | — | | — | | 230,201 | | — | |
Totals | | $ | (217,564 | ) | $ | (143,227 | ) | $ | (360,791 | ) | $ | (3,105 | ) | $ | (21,185 | ) | $ | (24,291 | ) | $ | 21,201 | | $ | (7,045 | ) |
| | | | | | | | | | | | | | | |
Twelve Months Ended | | Nov 10 - Dec 31, 2010 | | Jan 1 - Nov 9, 2010 | | Dec 31, 2010 | | Nov 10 - Dec 31, 2010 | | Jan 1 - Nov 9, 2010 | | Dec 31, 2010 | | Dec 31, 2009 | |
| | | | | | | | | | | | | | | | | |
Minimum rents: | | | | | | | | | | | | | | | | | |
Above -and below-market tenant leases, net | | $ | (16,269 | ) | $ | 4,755 | | $ | (11,514 | ) | $ | (2,689 | ) | $ | (110 | ) | $ | (2,799 | ) | $ | 8,471 | | $ | 2,744 | |
Straight-line rent | | 3,204 | | 29,107 | | 32,311 | | 406 | | 8,271 | | 8,677 | | 25,640 | | 8,271 | |
Real estate taxes: | | | | | | | | | | | | | | | | | |
Real estate tax stabilization agreement | | (899 | ) | (3,368 | ) | (4,267 | ) | — | | — | | — | | (3,924 | ) | — | |
Other property operating costs: | | | | | | | | | | | | | | | | | |
Non-cash ground rent expense | | (960 | ) | (5,681 | ) | (6,641 | ) | (100 | ) | (735 | ) | (835 | ) | (6,676 | ) | (1,175 | ) |
Property management and other costs: | | | | | | | | | | | | | | | | | |
Above -and below-market building rent, net | | (242 | ) | — | | (242 | ) | — | | — | | — | | — | | — | |
Provisions for impairment | | — | | (15,733 | ) | (15,733 | ) | — | | (21,515 | ) | (21,515 | ) | (475,605 | ) | (9,655 | ) |
Interest expense: | | | | | | | | | | | | | | | | | |
Mark-to-market adjustments on debt | | 2,898 | | (48,586 | ) | (45,688 | ) | (700 | ) | 2,294 | | 1,594 | | 12,571 | | 1,623 | |
Amortization of deferred finance costs | | (44 | ) | (19,482 | ) | (19,526 | ) | (21 | ) | (1,535 | ) | (1,556 | ) | (44,344 | ) | (1,534 | ) |
Amortization of discount on exchangeable notes | | — | | (24,777 | ) | (24,777 | ) | — | | — | | — | | (27,388 | ) | — | |
Termination of interest rate swaps | | — | | (9,636 | ) | (9,636 | ) | — | | — | | — | | 9,636 | | — | |
Debt extinguishment costs | | — | | (9,007 | ) | (9,007 | ) | (1 | ) | (31 | ) | (32 | ) | (567 | ) | — | |
Permanent warrant liability expense | | (205,252 | ) | — | | (205,252 | ) | — | | — | | — | | — | | — | |
Non-cash reorganization items | | — | | (33,422 | ) | (33,422 | ) | — | | — | | — | | 208,779 | | — | |
Totals | | $ | (217,564 | ) | $ | (135,830 | ) | $ | (353,394 | ) | $ | (3,105 | ) | $ | (13,361 | ) | $ | (16,466 | ) | $ | (293,407 | ) | $ | 274 | |