GGP (GGP) 10-Q 9 Nov 09 2009 Q3 Quarterly report Financial data

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands	Sep. 30, 2009	Dec. 31, 2008	Sep. 30, 2008	Dec. 31, 2007
Investment in real estate:
Land	$3,363,958	$3,354,480
Buildings and equipment	23,364,805	23,609,132
Less accumulated depreciation	(4,681,331)	(4,240,222)
Developments in progress	902,000	1,076,675
Net property and equipment	22,949,432	23,800,065
Investment in and loans to/from Unconsolidated Real Estate Affiliates	2,011,638	1,869,929
Investment property and property held for development and sale	1,736,456	1,823,362
Net investment in real estate	26,697,526	27,493,356
Cash and cash equivalents	691,765	168,993	139,175	99,534
Accounts and notes receivable, net	388,402	385,334
Goodwill	205,257	340,291
Deferred expenses, net	318,853	333,901
Prepaid expenses and other assets	740,354	835,455
Total assets	29,042,157	29,557,330
Liabilities not subject to compromise:
Mortgages, notes and loans payable	3,030,340	24,756,577
Investment in and loans to/from Unconsolidated Real Estate Affiliates	31,694	32,294
Deferred tax liabilities	861,441	868,978
Accounts payable and accrued expenses	904,271	1,539,149
Liabilities not subject to compromise	4,827,746	27,196,998
Liabilities subject to compromise	22,483,178
Total liabilities	27,310,924	27,196,998
Redeemable noncontrolling interests:
Preferred	120,756	120,756
Common	36,038	379,169
Total redeemable noncontrolling interests	156,794	499,925
Commitments and Contingencies
Preferred Stock: $100 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Equity:
Common stock: $.01 par value; 875,000,000 shares authorized, 313,832,656 shares issued as of September 30, 2009 and 270,353,677 shares issued as of December 31, 2008	3,138	2,704
Additional paid-in capital	3,793,240	3,454,903
Retained earnings (accumulated deficit)	(2,160,915)	(1,488,586)
Accumulated other comprehensive loss	(9,082)	(56,128)
Less common stock in treasury, at cost, 1,449,939 shares as of September 30, 2009 and December 31, 2008	(76,752)	(76,752)
Total stockholders' equity	1,549,629	1,836,141
Noncontrolling interests in consolidated real estate affiliates	24,810	24,266
Total equity	1,574,439	1,860,407	1,543,059
Total liabilities and equity	$29,042,157	$29,557,330

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
	Sep. 30, 2009	Dec. 31, 2008
CONSOLIDATED BALANCE SHEETS
Preferred Stock, par value (in dollars per share)	$100	$100
Preferred Stock, authorized (in shares)	5,000,000	5,000,000
Preferred Stock, issued (in shares)	0	0
Preferred Stock, outstanding (in shares)	0	0
Common Stock, par value (in dollars per share)	0.01	0.01
Common Stock, authorized (in shares)	875,000,000	875,000,000
Common Stock, issued (in shares)	313,832,656	270,353,677
Common stock in treasury (in shares)	1,449,939	1,449,939

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $)
In Thousands, except Per Share data	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Revenues:
Minimum rents	$489,472	$514,186	$1,487,288	$1,546,227
Tenant recoveries	217,040	231,548	674,750	694,727
Overage rents	10,408	14,563	26,214	38,973
Land sales	7,409	6,158	38,844	31,080
Management and other fees	14,500	21,561	49,618	63,718
Other	22,132	26,685	64,982	85,916
Total revenues	760,961	814,701	2,341,696	2,460,641
Expenses:
Real estate taxes	69,925	68,128	210,443	205,781
Repairs and maintenance	56,472	57,725	161,910	176,822
Marketing	7,358	10,425	21,840	31,477
Other property operating costs	108,009	116,329	310,208	332,047
Land sales operations	9,582	8,513	42,046	33,645
Provision for doubtful accounts	5,925	5,938	25,104	14,934
Property management and other costs	44,876	38,813	130,485	145,755
General and administrative	11,652	5,259	89,777	17,774
Provisions for impairment	60,940	55,514	474,420	56,123
Depreciation and amortization	185,016	190,386	576,103	565,888
Total expenses	559,755	557,030	2,042,336	1,580,246
Operating income	201,206	257,671	299,360	880,395
Interest income	523	950	1,754	2,957
Interest expense	(326,357)	(330,687)	(983,198)	(975,682)
Loss before income taxes, noncontrolling interests, equity in income of Unconsolidated Real Estate Affiliates and reorganization items	(124,628)	(72,066)	(682,084)	(92,330)
Benefit from (provision for) income taxes	14,430	14,841	10,202	(1,416)
Equity in income of Unconsolidated Real Estate Affiliates	15,341	16,939	39,218	61,912
Reorganization items	(22,597)		(47,515)
Loss from continuing operations	(117,454)	(40,286)	(680,179)	(31,834)
Discontinued operations - gain (loss) on dispositions	29	18,023	(26)	55,083
Net (loss) income	(117,425)	(22,263)	(680,205)	23,249
Allocation to noncontrolling interests	(422)	1,404	7,876	(11,996)
Net (loss) income attributable to common stockholders	(117,847)	(20,859)	(672,329)	11,253
Basic (Loss) Earnings Per Share:
Continuing operations (in dollars per share)	-0.38	-0.13	-2.16	-0.13
Discontinued operations (in dollars per share)		0.05		0.17
Total basic (loss) earnings per share (in dollars per share)	-0.38	-0.08	-2.16	0.04
Diluted (Loss) Earnings Per Share:
Continuing operations (in dollars per share)	-0.38	-0.13	-2.16	-0.13
Discontinued operations (in dollars per share)	$0	0.05	$0	0.17
Total diluted (loss) earnings per share (in dollars per share)	-0.38	-0.08	-2.16	0.04
Dividends declared per share (in dollars per share)	$0	0.5	$0	1.5
Comprehensive Income (Loss), Net:
Net (loss) income	(117,425)	(22,263)	(680,205)	23,249
Other comprehensive income (loss):
Net unrealized gains on financial instruments	6,055	(2,641)	13,679	(1,733)
Accrued pension adjustment	162	(340)	486	(759)
Foreign currency translation	17,448	(35,138)	43,132	(16,739)
Unrealized gains on available-for-sale securities	6	6	117	(122)
Other comprehensive income (loss)	23,671	(38,113)	57,414	(19,353)
Comprehensive (loss) income allocated to noncontrolling interests	(537)	6,223	(1,304)	3,746
Adjustment for noncontrolling interests			(9,065)
Comprehensive (loss) income, net, attributable to common stockholders	($94,291)	($54,153)	($633,160)	$7,642

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (USD $)
In Thousands	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital As Previously Reported	Additional Paid-In Capital Adjustment	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) As Previously Reported	Retained Earnings (Accumulated Deficit) Adjustment	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Noncontrolling Interests in Consolidated Real Estate Affiliates	Noncontrolling Interests in Consolidated Real Estate Affiliates As Previously Reported	Noncontrolling Interests in Consolidated Real Estate Affiliates Adjustment	As Previously Reported	Adjustment	Total
Beginning balance at Dec. 31, 2007	$2,457		$2,601,296	$844,607		($1,087,080)	($1,101,392)	$35,658	($95,635)		$0	$7,457	$1,456,696	($306,848)
Increase (Decrease) in Equity
Cumulative effect of change in accounting principles				(1,756,689)			(14,312)					7,457		(1,763,544)
Net (loss) income					11,253					1,611					12,864
Cash distributions declared ($1.50 per share)					(389,479)										(389,479)
Distributions from noncontrolling interests in consolidated Real Estate Affiliates										9,437					9,437
Conversion of operating partnership units to common stock (43,408,053 common shares in 2009 and 558,495 common shares in 2008)	6	5,267													5,273
Conversion of convertible preferred units to common stock (5,000 common shares)		83													83
Issuance of common stock (69,309 common shares in 2009 and 23,080,156 common shares and 50 treasury shares in 2008)	231	829,968							3						830,202
Shares issued pursuant to CSA (356,661 treasury shares)		(914)			(2,434)				18,880						15,532
Restricted stock grant, net of forfeitures and compensation expense (1,617 common shares in 2009 and 346,860 common shares in 2008)	3	3,333													3,336
Other comprehensive income (loss)								(15,607)							(15,607)
Tax provision from stock option exercise		(574)													(574)
Adjustment for noncontrolling interest in operating partnership		(115,328)													(115,328)
Adjust noncontrolling interest in OP Units to fair value		1,494,168													1,494,168
Ending Balance at Sep. 30, 2008	2,697	3,060,610			(1,482,052)			20,051	(76,752)	18,505					1,543,059
Beginning balance at Dec. 31, 2008	2,704		3,337,657	3,454,903		(1,452,733)	(1,488,586)	(56,128)	(76,752)		0	24,266	1,754,748	1,860,407	1,860,407
Increase (Decrease) in Equity
Cumulative effect of change in accounting principles				117,246			(35,853)					24,266		105,659
Net (loss) income					(672,329)					1,814					(670,515)
Distributions from noncontrolling interests in consolidated Real Estate Affiliates										(1,270)					(1,270)
Conversion of operating partnership units to common stock (43,408,053 common shares in 2009 and 558,495 common shares in 2008)	434	324,055													324,489
Issuance of common stock (69,309 common shares in 2009 and 23,080,156 common shares and 50 treasury shares in 2008)	1	42													43
Restricted stock grant, net of forfeitures and compensation expense (1,617 common shares in 2009 and 346,860 common shares in 2008)	(1)	1,927													1,926
Other comprehensive income (loss)								47,046							47,046
Adjustment for noncontrolling interest in operating partnership		12,313													12,313
Ending Balance at Sep. 30, 2009	$3,138	$3,793,240			($2,160,915)			($9,082)	($76,752)	$24,810					$1,574,439

1_CONSOLIDATED STATEMENTS OF ST

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) (USD $)
	Common Stock	Retained Earnings (Accumulated Deficit)	Treasury Stock
Increase (Decrease) in Equity
Cash distributions declared (in dollars per share)		1.5
Conversion of operating partnership units to common stock, shares	558,495
Conversion of convertible preferred units to common stock, shares	5,000
Issuance of common stock, shares	23,080,156		50
Shares issued pursuant to CSA, shares			356,661
Restricted stock grant, shares, net of compensation expense	346,860
Increase (Decrease) in Equity
Conversion of operating partnership units to common stock, shares	43,408,053
Issuance of common stock, shares	69,309
Restricted stock grant compensation expense, shares, net of forfeitures	1,617

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Cash Flows from Operating Activities:
Net (loss) income	($117,425)	($22,263)	($680,205)	$23,249
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity in income of Unconsolidated Real Estate Affiliates	(15,341)	(16,939)	(39,218)	(61,912)
Provision for doubtful accounts	5,925	5,938	25,104	14,934
Distributions received from Unconsolidated Real Estate Affiliates			31,065	54,807
Depreciation			539,091	530,177
Amortization			37,012	35,711
Amortization of deferred finance costs and debt market rate adjustments			27,685	10,607
Amortization of intangibles other than in-place leases			901	(4,519)
Straight-line rent amortization			(27,173)	(33,156)
Non-cash interest expense on Exchangeable Senior Notes			20,347	19,150
Non-cash interest expense resulting from termination of interest rate swaps			(14,156)
Loss (gain) on dispositions			26	(55,083)
Provisions for impairment	60,940	55,514	474,420	56,123
Participation expense pursuant to Contingent Stock Agreement			(3,572)	(528)
Land/residential development and acquisitions expenditures			(46,781)	(125,485)
Cost of land sales			20,147	6,269
Non-cash reorganization items			24,114
Glendale Matter deposit			67,054	(67,054)
Net changes:
Accounts and notes receivable			(1,140)	34,121
Prepaid expenses and other assets			(11,954)	(7,440)
Deferred expenses			(25,667)	(43,246)
Accounts payable and accrued expenses and deferred tax liabilities			238,009	18,622
Other, net			16,258	2,799
Net cash provided by operating activities			671,367	408,146
Cash Flows from Investing Activities:
Acquisition/development of real estate and property additions/improvements			(158,237)	(1,007,507)
Proceeds from sales of investment properties			6,418	72,075
Increase in investments in Unconsolidated Real Estate Affiliates			(144,293)	(194,230)
Distributions received from Unconsolidated Real Estate Affiliates in excess of income			62,335	77,374
Loans from (to) Unconsolidated Real Estate Affiliates, net			(9,666)	30,715
Decrease in restricted cash			8,900	911
Other, net			(3,381)	4,524
Net cash used in investing activities			(237,924)	(1,016,138)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable				2,695,716
Proceeds from issuance of the DIP Facility			400,000
Principal payments on mortgages, notes and loans payable			(309,350)	(2,369,159)
Deferred financing costs			(2,595)	(40,819)
Cash distributions paid to common stockholders				(389,528)
Cash distributions paid to holders of Common Units			(982)	(78,061)
Cash distributions paid to holders of perpetual and convertible preferred units				(8,709)
Proceeds from issuance of common stock, including from common stock plans			43	829,205
Other, net			2,213	8,988
Net cash provided by financing activities			89,329	647,633
Net change in cash and cash equivalents			522,772	39,641
Cash and cash equivalents at beginning of period			168,993	99,534
Cash and cash equivalents at end of period	691,765	139,175	691,765	139,175
Supplemental Disclosure of Cash Flow Information:
Interest paid			792,543	954,503
Interest capitalized			43,198	45,315
Income taxes paid			18,068	43,629
Reorganization items paid			23,401
Non-Cash Transactions:
Common stock issued in exchange for Operating Partnership Units			324,489	4,511
Common stock issued pursuant to Contingent Stock Agreement				15,533
Common stock issued in exchange for convertible preferred units				83
Change in accrued capital expenditures included in accounts payable and accrued expenses			(75,123)	60,808
Change in deferred contingent property acquisition liabilities			(147,616)	200,288
Deferred financing costs payable in conjunction with the DIP Facility			19,000
Recognition of note payable in conjunction with land held for development and sale			6,520
Assumption of debt by purchaser in conjunction with sale of office buildings				$84,000

ORGANIZATION

ORGANIZATION
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
ORGANIZATION	NOTE 1 ORGANIZATION Readers of this Quarterly Report should refer to the Companys (as defined below) audited Consolidated Financial Statements for the year ended December 31, 2008 which are included in the Companys Annual Report on Form 10-K (the Annual Report) for the fiscal year ended December 31, 2008 (Commission File No. 1-11656), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this report. Capitalized terms used, but not defined; in this Quarterly Report have the same meanings as in our Annual Report. General General Growth Properties, Inc. (GGP), a Delaware corporation, is a self-administered and self-managed real estate investment trust, referred to as a REIT which, as described in Debtors in Possession below, filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code (Chapter 11) in the Southern District of New York (the Bankruptcy Court) on April 16, 2009 (the Petition Date). GGP was organized in 1986 and through its subsidiaries and affiliates owns, operates, manages and develops retail and other rental properties, primarily shopping centers, which are located primarily throughout the United States. GGP also holds assets through its international Unconsolidated Real Estate Affiliates in Brazil, Turkey and Costa Rica in which GGP has a net investment of $218.3 million at September 30, 2009 and $166.7 million at December 31, 2008, with substantially all of the increase in our investment balance in 2009 due to foreign currency fluctuations. Additionally, GGP develops and sells land for residential, commercial and other uses primarily in large-scale, long-term master planned community projects in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas, as well as one residential condominium project located in Natick (Boston), Massachusetts. Substantially all of our business is conducted by our operating partnership, GGP Limited Partnership (GGPLP or the Operating Partnership), in which, at September 30, 2009, GGP holds approximately a 98% ownership interest. In these notes, the terms we, us and our refer to GGP and its subsidiaries (the Company). In this report, we refer to our ownership interests in majority-owned or controlled properties as Consolidated Properties, to joint ventures in which we own a noncontrolling interest as Unconsolidated Real Estate Affiliates and the properties owned by such joint ventures as the Unconsolidated Properties. Our Company Portfolio includes both our Consolidated Properties and our Unconsolidated Properties. Principles of Consolidation The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partners share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partners ownership percentage) is included in Noncontrolling Interests in Consolidated Real Estate Affiliates as permanent equity of the Company. All significant intercompany balances and transactions

INTANGIBLE ASSETS AND LIABILITI

INTANGIBLE ASSETS AND LIABILITIES
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
INTANGIBLE ASSETS AND LIABILITIES	NOTE 2 INTANGIBLE ASSETS AND LIABILITIES The following table summarizes our intangible assets and liabilities: Gross Asset (Liability) Accumulated (Amortization)/ Accretion Net Carrying Amount (In thousands) As of September30, 2009 Tenant leases: In-place value $ 578,161 $ (358,382 ) $ 219,779 Above-market 97,311 (59,555 ) 37,756 Below-market (188,091 ) 118,982 (69,109 ) Ground leases: Above-market (16,968 ) 2,305 (14,663 ) Below-market 271,602 (28,456 ) 243,146 Real estate tax stabilization agreement 91,879 (19,291 ) 72,588 As of December31, 2008 Tenant leases: In-place value $ 637,791 $ (381,027 ) $ 256,764 Above-market 117,239 (65,931 ) 51,308 Below-market (199,406 ) 110,650 (88,756 ) Ground leases: Above-market (16,968 ) 1,951 (15,017 ) Below-market 271,602 (24,049 ) 247,553 Real estate tax stabilization agreement 91,879 (16,348 ) 75,531 The gross asset balances of the in-place value of tenant leases are included in Buildings and equipment in our Consolidated Balance Sheets. The above-market and below-market tenant and ground leases are included in Prepaid expenses and other assets and Accounts payable and accrued expenses (Note 7) in our consolidated financial statements. Amortization/accretion of these intangible assets and liabilities, and similar assets and liabilities from our Unconsolidated Real Estate Affiliates at our share, decreased our income (excluding the impact of noncontrolling interests and the provision for income taxes) by $16.2 million for the three months ended September30, 2009, $45.4 million for the nine months ended September30, 2009, $18.4 million for the three months ended September30, 2008 and $52.5 million for the nine months ended September30, 2008. Future amortization, including our share of such items from Unconsolidated Real Estate Affiliates, is estimated to decrease income (excluding the impact of noncontrolling interests and the provision for income taxes) by approximately $64.5 million in 2009, $54.9 million in 2010, $46.0 million in 2011, $38.1 million in 2012 and $32.1 million in 2013.

UNCONSOLIDATED REAL ESTATE AFFI

UNCONSOLIDATED REAL ESTATE AFFILIATES
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
UNCONSOLIDATED REAL ESTATE AFFILIATES	NOTE 3 UNCONSOLIDATED REAL ESTATE AFFILIATES The Unconsolidated Real Estate Affiliates include our noncontrolling investments in real estate joint ventures. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. As we have joint interest and control of these ventures with our venture partners and they have substantive participating rights in such ventures, we account for these joint ventures using the equity method. Some of the joint ventures have elected to be taxed as REITs. Generally, we anticipate that the 2009 operations of our joint venture properties will support the operational cash needs of the properties, including debt service payments. In Juneand July, 2009 we made capital contributions of $28.7 million and $57.5 million, respectively, to fund our portion of $172.2 million of joint venture mortgage debt which had reached maturity. As of September 30, 2009, approximately $6.3 billion of indebtedness was secured by our Unconsolidated Properties, our proportionate share of which was approximately $3.0 billion. There can be no assurance that we will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. In certain circumstances, we have debt obligations in excess of our pro rata share of the debt of our Unconsolidated Real Estate Affiliates (Retained Debt). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness of such Unconsolidated Real Estate Affiliates. The proceeds of the Retained Debt which are distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. In the event that the Unconsolidated Real Estate Affiliates do not generate sufficient cash flow to pay debt service, by agreement with our partners, our distributions may be reduced or we may be required to contribute funds in an amount equal to the debt service on Retained Debt. Such Retained Debt totaled $158.9 million as of September30, 2009 and $160.8 million as of December31, 2008, and has been reflected as a reduction in our investment in Unconsolidated Real Estate Affiliates. As of September30, 2009, we do not anticipate an inability to perform on our obligations with respect to such Retained Debt. In certain other circumstances, the Company, in connection with the debt obligations of certain Unconsolidated Real Estate Affiliates, has agreed to provide supplemental guarantees or master-lease commitments to provide to the debt holders additional credit-enhancement or security. As of September30, 2009, we do not expect to be required to perform pursuant to any of such supplemental credit-enhancement provisions for our Unconsolidated Real Estate Affiliates, either due to estimates of the current obligations represented by such provisions or as a

MORTGAGES, NOTES AND LOANS PAYA

MORTGAGES, NOTES AND LOANS PAYABLE
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
MORTGAGES, NOTES AND LOANS PAYABLE	NOTE 4 MORTGAGES, NOTES AND LOANS PAYABLE Mortgages, notes and loans payable are summarized as follows: September30, December31, 2009 2008 (In thousands) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 15,860,334 $ 15,538,825 Corporate and other unsecured term loans 3,719,931 3,701,615 Total fixed-rate debt 19,580,265 19,240,440 Variable-rate debt: Collateralized mortgages, notes and loans payable 2,500,542 2,732,437 Corporate and other unsecured term loans 2,783,700 2,783,700 Total variable-rate debt 5,284,242 5,516,137 Total mortgages, notes and loans payable $ 24,864,507 $ 24,756,577 As previously discussed, on April16 and 22, 2009, the Debtors filed voluntary petitions for relief under Chapter 11, which triggered defaults on substantially all debt obligations of the Debtors. However, under section 362 of Chapter 11, the filing of a bankruptcy petition automatically stays most actions against the debtors estate. Absent an order of the Bankruptcy Court, these pre-petition liabilities are subject to settlement under a plan of reorganization, and therefore are presented as Liabilities subject to compromise on the Consolidated Balance Sheet. Of the total amount of debt presented above, $3.03 billion is not subject to compromise, consisting primarily of the collateralized mortgages of Non-Debtors and the DIP Facility as defined and described below. The weighted-average interest rate including the effects of interest rate swaps, excluding the effects of deferred finance costs and using the contract rate prior to any defaults on such loans, on our mortgages, notes and loans payable was 5.32% at September30, 2009 and 5.36% at December31, 2008. The weighted average interest rate, using the contract rate prior to any defaults on such loans, on the remaining corporate unsecured fixed and variable rate debt and the revolving credit facility was 4.26% at September30, 2009 and 4.29% at December31, 2008. We are currently recognizing interest expense on our loans based on contract rates in effect prior to bankruptcy as the Bankruptcy Court has ruled that interest payments based on such contract rates constitutes adequate protection to the secured lenders. As of September30, 2009, $24.47 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable. Although substantially all of the $24.86 billion of fixed and variable rate mortgage notes and loans payable are non-recourse to us, $2.65 billion of such mortgages, notes and loans payable are recourse to us due to guarantees or other security provisions for the benefit of the note holder. In addition, certain mortgage loans contain other credit enhancement provisions (primarily master leases for all or a portion of the property), as of September30, 2009 provided by Debtors upon which we do not expect to perform during the pendency of our Chapter 11 Cases. Certain mortgage notes payable may be prepai

INCOME TAXES

INCOME TAXES
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
INCOME TAXES	NOTE 5 INCOME TAXES We elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code, commencing with our taxable year beginning January1, 1993. We currently intend to maintain our REIT status. To qualify as a REIT, we must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, we are required to meet certain asset and income tests. We may still satisfy our REIT taxable income distribution requirement for 2009 by declaring a distribution prior to September15, 2010 and making a payment before December31, 2010, although satisfaction of this 2009 requirement in 2010 would subject us to a 4% nondeductible federal excise tax under IRC Section4981.Since we currently do not expect to meet our 2009 income distribution declaration and payment requirements without becoming subject to this excise tax, we have recorded a provision of approximately $0.3 million at September30, 2009 for such excise tax. We also have subsidiaries which we have elected to be treated as taxable real estate investment trust subsidiaries and which are therefore subject to federal and state income taxes. Unrecognized tax benefits recorded pursuant to uncertain tax positions were $99.9 million and $112.9 million as of September30, 2009 and December31, 2008, respectively, excluding interest, of which $33.5 million as of September30, 2009 and $36.7 million as of December31, 2008 would impact our effective tax rate. Accrued interest related to these unrecognized tax benefits amounted to $20.8 million as of September30, 2009 and $21.7 million as of December31, 2008. We recognized a reduction of interest expense related to the unrecognized tax benefits of $3.9 million for the three months ended September30, 2009, $0.9 for the nine months ended September30, 2009; and we recognize interest expense related to the unrecognized tax benefits of $2.7 million for the three months ended September30, 2008 and $7.5 million for the nine months ended September30, 2008. During the nine months ended September30, 2009, we recognized previously unrecognized tax benefits related to tax positions taken in prior years, excluding accrued interest, of $13.0 million; all of which decreased our deferred tax liability. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December31, 2005 through 2008 and are open to audit by state taxing authorities for years ending December31, 2004 through 2008. In February2009, we were notified that the IRS has commenced examination of the year ended December31, 2007 with respect to two of our taxable REIT subsidiaries. We received a letter of Income Tax Examination Changes (30 Day Letter) for the two taxable REIT subsidiaries under examination from the IRS. The proposed changes amount to additional tax of $128.1 million. We timely filed a protest disputing the proposed changes. It is the Companys position that the pertinent tax law at que

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
STOCK-BASED COMPENSATION PLANS	NOTE 6 STOCK-BASED COMPENSATION PLANS Incentive Stock Plans Prior to the Chapter 11 Cases, we granted qualified and non-qualified stock options and restricted stock grants to attract and retain officers and key employees through the 2003 Incentive Stock Plan (the 2003 Incentive Plan). The 2003 Incentive Plan (the 2003 Incentive Plan) provides for the issuance of 9,000,000 shares, of which 5,625,232 shares (4,878,500 stock options and 746,732 restricted shares) have been granted as of September30, 2009 (subject to certain customary adjustments to prevent dilution). Additionally, the Compensation Committee of the Board of Directors (the Compensation Committee) grants employment inducement awards to senior executives on a discretionary basis, and in the fourth quarter of 2008, granted 1,800,000 stock options to two senior executives. The terms of these options were determined by the Compensation Committee. The following tables summarize stock option activity for the 2003 Incentive Plan as of and for the nine months ended September30, 2009 and 2008. 2009 2008 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options outstanding at January1 4,730,000 $ 33.01 3,053,000 $ 51.21 Exercised (23,000 ) 15.24 Forfeited (290,000 ) 54.66 Expired (197,900 ) 30.84 Stock options outstanding at September30 4,242,100 $ 31.63 3,030,000 $ 51.48 Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Shares Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Shares Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price $0 - $6.5810 1,800,000 4.1 $ 3.73 $ $6.5811 - $13.1620 3,600 0.5 9.99 3,600 0.5 9.99 $13.1621 - $19.7430 50,000 2.9 15.49 50,000 3.2 15.49 $32.9051 - $39.4860 531,000 0.4 35.59 531,000 0.4 35.59 $39.4861 - $46.0670 30,000 0.5 44.59 30,000 0.5 44.59 $46.0671 - $52.6480 862,500 1.2 49.75 782,500 1.2 49.70 $59.2291 - $65.8100 965,000 2.0 65.81 703,000 2.0 65.81 Total 4,242,100 2.5 $ 31.63 2,100,100 1.2 $ 50.57 Intrinsic value (in thousands) $ 2,016 $ Stock options generally vest 20% at the time of the grants and in 20% annual increments thereafter. The intrinsic value of outstanding and exercisable stock options as of September30, 2009 represents the excess of our closing stock price, $4.85 on that date, over the weighted average exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options, and is therefore not presented in the table above if the result is a negative value. The intrinsic value of exercised stock options repre

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
OTHER ASSETS AND LIABILITIES	NOTE 7 OTHER ASSETS AND LIABILITIES The following table summarizes the significant components of prepaid expenses and other assets. September30, December31, 2009 2008 (In thousands) Below-market ground leases (Note 2) $ 243,146 $ 247,553 Receivables - finance leases and bonds 114,940 118,543 Prepaid expenses 97,473 63,879 Security and escrow deposits 82,022 156,574 Real estate tax stabilization agreement (Note 2) 72,588 75,531 Special Improvement District receivable 48,663 51,314 Above-market tenant leases (Note 2) 37,756 51,308 Deferred tax, net of valuation allowances 22,187 37,973 Other 21,579 32,780 $ 740,354 $ 835,455 The following table summarizes the significant components of accounts payable, accrued expenses and other liabilities. September30, December31, 2009 2008 (In thousands) Accrued interest $ 315,484 $ 115,968 Accounts payable and accrued expenses 308,330 263,167 Construction payable 169,903 257,178 Uncertain tax position liability 120,691 134,646 Accrued real estate taxes 118,585 90,663 Deferred gains/income 79,757 62,716 Accrued payroll and other employee liabilities 74,424 62,591 Hughes participation payable (Note 8) 69,753 73,325 Below-market tenant leases (Note 2) 69,109 88,756 Conditional asset retirement obligation liability 23,809 23,499 Tenant and other deposits 23,755 24,452 Derivative financial instruments 27,715 Funded defined contribution plan liabilities 7,517 Other 179,682 306,956 Total accounts payable and accrued expenses 1,553,282 1,539,149 Less: amounts subject to compromise (Note 1) (649,011 ) Accounts payable and accrued expenses not subject to compromise $ 904,271 $ 1,539,149

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
COMMITMENTS AND CONTINGENCIES	NOTE 8 COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In managements opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity. We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $4.7 million for the three months ended September30, 2009, $14.2 million for the nine months ended September30, 2009, $4.8 million for the three months ended September30, 2008 and $14.4 million for the nine months ended September30, 2008. The same rent expense excluding amortization of above and below-market ground leases and straight-line rents, as presented in our consolidated financial statements, was $3.1 million for the three months ended September30, 2009, $9.4 million for the nine months ended September30, 2009, $3.1 million for the three months ended September30, 2008 and $9.1 million for the nine months ended September30, 2008. We have, in the past, periodically entered into contingent agreements for the acquisition of properties. Each acquisition subject to such agreements was subject to satisfactory completion of due diligence and, in the case of property acquired under development, completion of the project. In conjunction with the acquisition of The Grand Canal Shoppes in 2004, we entered into an agreement (the Phase II Agreement) to acquire the multi-level retail space that is part of The Shoppes at The Palazzo in Las Vegas, Nevada (The Phase II Acquisition) which is connected to the existing Venetian and the Sands Expo and Convention Center facilities and The Grand Canal Shoppes. The project opened on January18, 2008. The acquisition closed on February29, 2008 for an initial purchase price payment of $290.8 million, which was primarily funded with $250.0 million of new variable-rate short-term debt collateralized by the property and for Federal income tax purposes was used as replacement property in a like-kind exchange. The Phase II agreement provides for additional purchase price payments based on net operating income, as defined, of the Phase II retail space. Such additional payments, if any, are to be made during the 30 months after closing with the final payment being subject to re-adjustment 48 months after closing. Although we have recorded an estimate of the additional amount to be paid pursuant to the Phase II Agreement, such estimates have declined since the initial estimation and, therefore, the total final purchase price of the Phase II Acquisition could be more or less than the current estimate. See Note 5 for our obligations related to uncertain tax positions for disclosure of additional contingencies. Conti

RECENTLY ISSUED ACCOUNTING PRON

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS On June12, 2009, the FASB issued new generally accepted accounting guidance that amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under previously issued guidance. The amendments to the consolidation guidance affect all entities and enterprises currently within the scope of the previous guidance and are effective on January1, 2010. We are currently evaluating the impact of this new pronouncement on our consolidated financial statements. In June2009, the FASB issued new generally accepted accounting guidance related to the accounting standards codification and the hierarchy of generally accepted accounting principles. The codifications content will carry the same level of authority, effectively superseding previous related guidance. The GAAP hierarchy has been modified to include only two levels of GAAP: authoritative and nonauthoritative. This new guidance is effective for financial statements issued for interim and annual periods ending after September15, 2009. The effect of the implementation of this new guidance on our consolidated financial statements resulted in the conversion of previously referenced specific accounting guidance to a plain English reference.

SEGMENTS

SEGMENTS
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
SEGMENTS	NOTE 10 SEGMENTS We have two business segments which offer different products and services. Our segments are managed separately because each requires different operating strategies or management expertise. We do not distinguish or group our consolidated operations on a geographic basis. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. Our reportable segments are as follows: Retail and Other - includes the operation, development and management of retail and other rental property, primarily shopping centers Master Planned Communities - includes the development and sale of land, primarily in large-scale, long-term community development projects in and around Columbia, Maryland; Summerlin, Nevada; and Houston, Texas, and our one residential condominium project located in Natick (Boston), Massachusetts The operating measure used to assess operating results for the business segments is Real Estate Property Net Operating Income (NOI) which represents the operating revenues of the properties less property operating expenses, exclusive of depreciation and amortization and, with respect to our retail and other segment, provisions for impairment. Management believes that NOI provides useful information about a propertys operating performance. The accounting policies of the segments are the same as those of the Company, except that we report unconsolidated real estate ventures using the proportionate share method rather than the equity method. Under the proportionate share method, our share of the revenues and expenses of the Unconsolidated Properties are combined with the revenues and expenses of the Consolidated Properties. Under the equity method, our share of the net revenues and expenses of the Unconsolidated Properties are reported as a single line item, Equity in income of Unconsolidated Real Estate Affiliates, in our Consolidated Statements of Income and Comprehensive Income. This difference affects only the reported revenues and operating expenses of the segments and has no effect on our reported net earnings. In addition, other revenues include the NOI of discontinued operations reduced by the NOI attributable to our noncontrolling interests in consolidated joint ventures. The total expenditures for additions to long-lived assets for the Master Planned Communities segment were $46.8 million for the nine months ended September30, 2009 and $125.5 million for the nine months ended September30, 2008. The total expenditures for additions to long-lived assets for the Retail and Other segment were $158.2 million for the nine months ended September30, 2009 and $1.01 billion for the nine months ended September30, 2008. Such amounts for the Master Planned Communities segment and the Retail and Other segment are included in the amounts listed as Land/residential development and acquisitions expenditures and Acquisition/development of real estate and property additions/improvements, respectively, in our Consolidated Statements of Cash Flows. The total amount of goodwill, as presented on our Consolidated Balance Sheets, is included in o

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION (USD $)
In Millions, except Share data	9 Months Ended Sep. 30, 2009	Nov. 04, 2009	Jun. 30, 2008
Document and Entity Information
Entity Registrant Name	GENERAL GROWTH PROPERTIES INC
Entity Central Index Key	0000895648
Document Type	10-Q
Document Period End Date	2009-09-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$8,923
Entity Common Stock, Shares Outstanding		313,832,656